UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Amendment
No. 2





to





Form
10-Q/A





xQUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009


or





o    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)
            (IRS
      Employer
              Identification
      Number)





375 Water Street, Suite 645,
Vancouver, British Columbia, V6B 5C6





(604)
453-4870





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 x  No o





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 (§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 o  No o





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 o
            Accelerated
      filer oNon-accelerated
      filer o  (Do
      not check if a smaller reporting company)
            Smaller
      reporting company þ





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







APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Common
      Stock
            23,934,268
      shares outstanding$.001
      Par Value
            as
      of May 15, 2009





2




LIVE
CURRENT MEDIA INC.


AMENDMENT
NO. 2 TO FORM 10-Q


QUARTER
ENDED MARCH 31, 2009


TABLE
OF CONTENTS








PagePART
      I.
            Financial
      InformationItem
      1.
            Unaudited
      Financial Statements
            5Consolidated
      Balance Sheets as of March 31, 2009 and December 31, 2008
            6Consolidated
      Statements of Operations for the periods ended March 31, 2009 and March
      31, 2008
            7Consolidated
      Statement of Stockholders’ Equity for the periods ended March 31, 2009 and
      December 31, 2008
            8Consolidated
      Statements of Cash Flows for the periods ended March 31, 2009 and March
      31, 2008
            9Notes
      to the Consolidated Financial Statements
            10Item
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            42PART
      IIItem
      6
            Exhibits
            68Signatures
            
            69Certifications





3





EXPLANATORY
NOTE





On June
18, 2009 we were advised by Ernst & Young, our independent registered public
accounting firm, that there were errors in our March 31, 2009 consolidated
financial statements (the “Original Financial Statements”).  Based on
the foregoing, C. Geoffrey Hampson, our Chief Executive Officer and Chief
Financial Officer, concluded that the Original Financial Statements should no
longer be relied upon.  On September 17, 2009 we filed Amendment No. 1
to our Quarterly Report on Form 10-Q for the 3 months ended March 31, 2009,
which was originally filed on May 15, 2009 (the “Original Report”) to disclose
the restatement of our Original Financial Statements.





On
October 7, 2009 we received a letter from the Securities and Exchange Commission
relating to Amendment No. 1.  The primary purpose of this amendment
(“Amendment No. 2”) is to respond to the comment letter.





In
Amendment No. 2, we have revised the presentation of our financial statements to
respond to the comments made by the Securities and Exchange Commission.Aside from indicating in
the column totals that the financial statements have been restated, in our
consolidated statements of operations we have separated operating expenses from
non-operating income (expenses).  We have also indicated that our
costs of goods sold exclude depreciation and amortization, and we have
reclassified expenses related to Global Cricket Venture.  We have
revised the discussion at Item 2, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, to reflect the changes to our
financial statements.





Amendment
No. 2 includes information contained in the Original Report, and we have made no
attempt in Amendment No. 2 to modify or update the disclosures presented in the
Original Report, except as identified above.  The disclosures in
Amendment No. 2 continue to speak as of the date of the Original Report, and do
not reflect events occurring after the filing of the Original
Report.  Accordingly, Amendment No. 2 should be read in conjunction
with our other filings made with the Securities and Exchange Commission
subsequent to the filing of the Original Report, including Amendment No. 1 and
any other amendments to those filings.  The filing of Amendment No. 2
shall not be deemed to be an admission that the Original Report, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.





4





PART I
– FINANCIAL INFORMATION





Item 1: Financial
Statements.





LIVE
CURRENT MEDIA INC.
 (formerly
COMMUNICATE.COM INC.)
 
 
 AMENDED
AND RESTATED
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 MARCH
31, 2009
 
 (UNAUDITED)
     AMENDED AND RESTATED
      CONSOLIDATED BALANCE SHEETSAMENDED AND RESTATED
      CONSOLIDATED STATEMENTS OF OPERATIONSAMENDED AND RESTATED
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYAMENDED AND RESTATED
      CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO THE AMENDED AND
      RESTATED CONSOLIDATED FINANCIAL STATEMENTS
  5
 
 LIVE
CURRENT MEDIA INC.
 (formerly
COMMUNICATE.COM INC.)
 AMENDED
AND RESTATED CONSOLIDATED BALANCE SHEETS
 Expressed
In U.S. Dollars
 (Going
Concern - See Note 1)
 As
restated - Note 2
 March
      31, 2009
                
                
                December
      31, 2008(As
      Restated)
                
                
                (As
      Restated)(unaudited)
                
                
                (audited)ASSETSCurrentCash
      and cash equivalents
                
                $
                572,588
                
                
                $
                1,832,520Accounts
      receivable (net of allowance for doubtful accounts of nil)
                
                
                100,035
                
                
                
                93,582Prepaid
      expenses and deposits
                
                
                92,145
                
                
                
                109,543Inventory
                
                
                47,421
                
                
                
                74,082Current
      portion of receivable from sales-type lease (Note
    12)
                
                
                23,423
                
                
                
                23,423Total
      current assets
                
                
                835,612
                
                
                
                2,133,150Long-term
      portion of receivable from sales-type lease (Note
    12)
                
                
                -
                
                
                
                23,423Property
      & equipment (Note
      8)
                
                
                947,389
                
                
                
                1,042,851Website
      development costs (Note
      9)
                
                
                348,061
                
                
                
                355,391Intangible
      assets
                
                
                1,557,267
                
                
                
                1,587,463Goodwill
      (Notes 5 and
      7)
                
                
                2,606,040
                
                
                
                2,606,040Total
      Assets
                
                $
                6,294,369
                
                
                $
                7,748,318LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrentAccounts
      payable and accrued liabilities
                
                $
                2,172,350
                
                
                $
                3,047,993Amounts
      payable to the BCCI and IPL(Note
    6)
                
                
                750,000
                
                
                
                1,000,000Bonuses
      payable
                
                
                127,964
                
                
                
                354,695Due
      to shareholders of Auctomatic (Note
7)
                
                
                829,799
                
                
                
                789,799Deferred
      revenue
                
                
                78,696
                
                
                
                120,456Current
      portion of deferred lease inducements (Note
    10)
                
                
                20,138
                
                
                
                20,138Total
      current liabilities
                
                
                3,978,947
                
                
                
                5,333,081Deferred
      income tax(Note
      14)
                
                
                206,370
                
                
                
                206,370Warrants
      (Note
      11e)
                
                
                242,704
                
                
                
                157,895Deferred
      lease inducements (Note
      10)
                
                
                50,345
                
                
                
                55,380Total
      Liabilities
                
                
                4,478,366
                
                
                
                5,752,726STOCKHOLDERS'
      EQUITYCommon
      Stock (Note
      11)Authorized:
      50,000,000 common shares, $0.001 par valueIssued
      and outstanding:23,906,445
      common shares (December 31, 2008 - 23,546,370)
                
                
                15,216
                
                
                
                14,855Additional
      paid-in capital
                
                
                15,494,390
                
                
                
                14,757,932Accumulated
      deficit
                
                
                (13,693,603
                )
                
                
                (12,777,195
                )Total
      Stockholders' Equity
                
                
                1,816,003
                
                
                
                1,995,592Total
      Liabilities and Stockholders' Equity
                
                $
                6,294,369
                
                
                $
                7,748,318Commitments
      and Contingency(Notes
      16 and 17)Subsequent
      Events(Note
      19)See
      accompanying notes to consolidated financial statements
 6
 LIVE
CURRENT MEDIA INC.
 (formerly
COMMUNICATE.COM INC)
 AMENDED
AND RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS
 Expressed
In U.S. Dollars
 (Unaudited)
 As
restated - Note 2
 Three
      Months Ended
                  
                  
                  Three
      Months EndedMarch
      31, 2009
                  
                  
                  March
      31, 2008(As
      Restated)
                  
                  
                  (As
      Restated)SALESHealth
      and beauty eCommerce
                  
                  $
                  1,720,167
                  
                  
                  $
                  1,820,188Other
      eCommerce
                  
                  
                  -
                  
                  
                  
                  455Domain
      name advertising
                  
                  
                  24,453
                  
                  
                  
                  27,836Miscellaneous
      income
                  
                  
                  7,762
                  
                  
                  
                  -Total
      Sales
                  
                  
                  1,752,382
                  
                  
                  
                  1,848,479COSTS
      OF SALESHealth
      and Beauty eCommerce
                  
                  
                  1,386,619
                  
                  
                  
                  1,485,510Other
      eCommerce
                  
                  
                  -
                  
                  
                  
                  552Total
      Costs of Sales (excluding depreciation and amortization as shown
      below)
                  
                  
                  1,386,619
                  
                  
                  
                  1,486,062GROSS
      PROFIT
                  
                  
                  365,763
                  
                  
                  
                  362,417OPERATING
      EXPENSESAmortization
      and depreciation
                  
                  
                  98,166
                  
                  
                  
                  15,266Amortization
      of website development costs(Note
    9)
                  
                  
                  32,562
                  
                  
                  
                  -Corporate
      general and administrative
                  
                  
                  326,354
                  
                  
                  
                  549,837ECommerce
      general and administrative
                  
                  
                  80,220
                  
                  
                  
                  169,813Management
      fees and employee salaries
                  
                  
                  1,193,595
                  
                  
                  
                  1,175,850Corporate
      marketing
                  
                  
                  3,771
                  
                  
                  
                  26,459ECommerce
      marketing
                  
                  
                  111,422
                  
                  
                  
                  149,187Other
      expenses (Note
      13)
                  
                  
                  264,904
                  
                  
                  
                  629,856Total
      Operating Expenses
                  
                  
                  2,110,994
                  
                  
                  
                  2,716,268NON-OPERATING
      INCOME (EXPENSES)Global
      Cricket Venture recovery (Note
6)
                  
                  
                  250,000
                  
                  
                  
                  -Gain
      from sales and sales-type lease of domain names (Note
    12)
                  
                  
                  617,933
                  
                  
                  
                  168,206Accretion
      interest expense(Note
      7)
                  
                  
                  (40,000
                  )
                  
                  
                  -Interest
      and investment income
                  
                  
                  890
                  
                  
                  
                  42,498Non-controlling
      interest(Note
      5)
                  
                  
                  -
                  
                  
                  
                  51,506Total
      Non-Operating Income (Expenses)
                  
                  
                  828,823
                  
                  
                  
                  262,210NET
      LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
                  
                  $
                  (916,408
                  )
                  
                  $
                  (2,091,641
                  )BASIC
      AND DILUTED LOSS PER SHARE
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.10
                  )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
                  
                  
                  22,509,120
                  
                  
                  
                  19,970,334See
      accompanying notes to consolidated financial statements
 
 7
 LIVE
      CURRENT MEDIA INC.
                      (formerly
      COMMUNICATE.COM INC)
                      AMENDED AND RESTATED CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY
                      Expressed In U.S.
Dollars
                      As restated - Note 2Common
      stock
                    
                    Additional
      Paid-
                      in
      Capital
                    
                    Accumulated
      Deficit
                    
                    TotalNumber
      of
                      Shares
                    
                    
                    AmountBalance,
      December 31, 2007 (audited) (as restated)
                    
                    21,446,623
                    
                    
                    $
                    12,456
                    
                    $
                    10,170,004
                    
                    $
                    (2,789,925
                    )
                    $
                    7,392,535Stock-based
      compensation(Note
      11d)
                    
                    -
                    
                    
                    
                    -
                    
                    
                    2,162,526
                    
                    
                    
                    
                    
                    2,162,526Issuance
      of 586,403 common shares per the merger
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    
                    
                    -agreement
      with Auctomatic(Note
      7)
                    
                    586,403
                    
                    
                    
                    586
                    
                    
                    1,248,279
                    
                    
                    
                    
                    
                    1,248,865Issuance
      of 33,000 common shares to investor relations firm (Note
    11b)
                    
                    33,000
                    
                    
                    
                    33
                    
                    
                    85,649
                    
                    
                    
                    
                    
                    85,682Issuance
      of 120,000 common shares to investor relations firm (Note
    11b)
                    
                    120,000
                    
                    
                    
                    120
                    
                    
                    218,057
                    
                    
                    
                    
                    
                    218,177Issuance
      of 50,000 warrants to investor relations firm (Note
    11e)
                    
                    -
                    
                    
                    
                    -
                    
                    
                    45,500
                    
                    
                    
                    
                    
                    45,500Cancellation
      of 300,000 common shares not distributed(Note
    11b)
                    
                    (300,000
                    )
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    
                    
                    -Private
      Placement of 1,627,344 units at $0.65 per share (Note
    11b)
                    
                    1,627,344
                    
                    
                    
                    1,627
                    
                    
                    898,253
                    
                    
                    
                    
                    
                    899,880Share
      issue costs(Note
      11b)
                    
                    -
                    
                    
                    
                    -
                    
                    
                    (86,803
                    )
                    
                    
                    
                    
                    (86,803
                    )Extinguishment
      of accounts payable(Note 11b)
                    
                    33,000
                    
                    
                    
                    33
                    
                    
                    16,467
                    
                    
                    
                    
                    
                    16,500Net
      loss and comprehensive loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (9,987,270
                    )
                    
                    (9,987,270
                    )Balance,
      December 31, 2008 (audited) (as restated)
                    
                    23,546,370
                    
                    
                    
                    14,855
                    
                    
                    14,757,932
                    
                    
                    (12,777,195
                    )
                    
                    1,995,592Stock-based
      compensation(Note
      11d)
                    
                    -
                    
                    
                    
                    -
                    
                    
                    610,343
                    
                    
                    
                    
                    
                    610,343Issuance
      of 15,000 common shares to investor relations firm (Note
    11b)
                    
                    15,000
                    
                    
                    
                    15
                    
                    
                    5,685
                    
                    
                    
                    
                    
                    5,700Extinguishment
      of accounts payable(Note 11b)
                    
                    345,075
                    
                    
                    
                    346
                    
                    
                    120,430
                    
                    
                    
                    
                    
                    120,776Net
      loss and comprehensive loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (916,408
                    )
                    
                    (916,408
                    )Balance,
      March 31, 2009 (unaudited) (as restated)
                    
                    23,906,445
                    
                    
                    $
                    15,216
                    
                    $
                    15,494,390
                    
                    $
                    (13,693,603
                    )
                    $
                    1,816,003See
      accompanying notes to consolidated financial statements
  8
  LIVE
CURRENT MEDIA INC.
 (formerly
COMMUNICATE.COM INC)
 AMENDED AND
RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Expressed
In U.S. Dollars
 (Unaudited)
 As
restated - Note 2
 Three
      Months Ended
                  
                  
                  Three
      Months EndedMarch
      31, 2009
                  
                  
                  March
      31, 2008(As
      Restated)
                  
                  
                  (As
      Restated)OPERATING
      ACTIVITIESNet
      loss for the period
                  
                  $
                  (916,408
                  )
                  
                  $
                  (2,091,641
                  )Non-cash
      items included in net loss:Non-controlling
      interest
                  
                  
                  -
                  
                  
                  
                  (51,506
                  )Gain
      from sales and sales-type lease of domain name
                  
                  
                  (617,933
                  )
                  
                  
                  (168,206
                  )Accretion
      interest expense
                  
                  
                  40,000
                  
                  
                  
                  -Stock-based
      compensation
                  
                  
                  610,343
                  
                  
                  
                  443,721Warrants
      issued
                  
                  
                  84,809
                  
                  
                  
                  -Issuance
      of common stock for services (Note
    11b)
                  
                  
                  5,700
                  
                  
                  
                  -Extinguishment
      of debt by issuance of common stock(Note
    11b)
                  
                  
                  120,776
                  
                  
                  
                  -Amortization
      and depreciation
                  
                  
                  125,693
                  
                  
                  
                  10,231Change
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  (6,453
                  )
                  
                  
                  (3,290
                  )Prepaid
      expenses and deposits
                  
                  
                  17,398
                  
                  
                  
                  81,112Inventory
                  
                  
                  26,661
                  
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  (1,111,295
                  )
                  
                  
                  (28,597
                  )Amounts
      payable to the BCCI and IPL
                  
                  
                  (250,000
                  )
                  
                  
                  -Bonuses
      payable
                  
                  
                  8,919
                  
                  
                  
                  (117,688
                  )Deferred
      revenue
                  
                  
                  (41,760
                  )
                  
                  
                  (33,435
                  )Cash
      flows used in operating activities
                  
                  
                  (1,903,550
                  )
                  
                  
                  (1,959,299
                  )INVESTING
      ACTIVITIESAccrued
      expenses relating to deferred acquisition costs
                  
                  
                  -
                  
                  
                  
                  (111,265
                  )Deferred
      acquisition costs
                  
                  
                  -
                  
                  
                  
                  (121,265
                  )Net
      proceeds from sale of domain name
                  
                  
                  358,130
                  
                  
                  
                  -Net
      proceeds from sales-type lease of domain name
                  
                  
                  313,423
                  
                  
                  
                  23,423Purchases
      of property & equipment
                  
                  
                  (2,704
                  )
                  
                  
                  (154,069
                  )Website
      development costs (Note
      9)
                  
                  
                  (25,231
                  )
                  
                  
                  (147,025
                  )Cash
      flows from (used in) investing activities
                  
                  
                  643,618
                  
                  
                  
                  (510,201
                  )Net
      decrease in cash and cash equivalents
                  
                  
                  (1,259,932
                  )
                  
                  
                  (2,469,500
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  1,832,520
                  
                  
                  
                  7,375,245Cash
      and cash equivalents, end of period
                  
                  $
                  572,588
                  
                  
                  $
                  4,905,745See
      accompanying notes to consolidated financial statements
 
 9
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
  NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION
 
 Nature
of business
 Live
Current Media Inc. (the “Company”) was incorporated under the laws of the State
of Nevada on October 10, 1995 under the name “Troyden Corporation” and changed
its name on August 21, 2000 from Troyden Corporation to “Communicate.com
Inc.”.  On May 30, 2008, the Company changed its name from
Communicate.com Inc. to Live Current Media Inc. after obtaining formal
shareholder approval to do so at the Annual General Meeting in May
2008.
 
 The
Company’s 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, IMEDIAT Digital
Creations, Inc. changed its name to “Communicate.com Inc.” and was redomiciled
from British Columbia to the jurisdiction of Alberta.  On April 5,
2002, Communicate.com Inc. changed its name to Domain Holdings
Inc.  DHI has 62,635,383 shares of common stock currently issued and
outstanding.  61,478,225 shares, or approximately 98.2% of the
outstanding shares, are held by Live Current.
 
 Through
DHI, the Company builds consumer Internet experiences around its large 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.  At March 31, 2009, DHI was actively
developing websites on two domain names; one that provides e-commerce for
fragranceand
other health and beauty products, and another that will be a media rich consumer
experience on a sports related website where the revenue model is based on paid
advertising and sales of digital content and merchandise.  DHIdevelops
content and sells advertising services on other domains held forfuture
development. Refer to Note 19.
 
 DHI owns
100% of 0778229 B.C. Ltd. (“Importers”), Acadia Management Corp. (“Acadia”), and
a dormant company 612793 B.C. Ltd. (“612793”).  Acadia’s assets and
liabilities were assigned to DHI in October 2008, and that company was dissolved
and removed from the registrar of companies of British Columbia on January 21,
2009.
 
 On March
13, 2008, the Company incorporated a wholly owned subsidiary in the state of
Delaware, Communicate.com Delaware, Inc. (“Delaware”).  This
subsidiary was incorporated in relation to the Auctomatic transaction. Refer to
Note 7.
 
 On August
8, 2008, the Company also formed a wholly-owned subsidiary in Singapore, LCM
Cricket Ventures Pte. Ltd. (“LCM Cricket Ventures”).  This company
holds 50.05% of Global Cricket Venture Pte. Ltd. (“Global Cricket Venture” or
“GCV”).
 
 Basis
of presentation
 The
consolidated financial statements are presented in United States dollars and are
prepared in accordance with accounting principles generally accepted in the
United States.
 
 Going
Concern
 The
consolidated financial statements have been prepared on a going concern basis
which assumes that the Company will be able to realize assets and discharge
liabilities in the normal course of business for the foreseeable future. The
Company has generated a consolidated net loss for the quarter ended March 31,
2009 of $916,408 ($9,987,270 for the year ended December 31, 2008) and realized
a negative cash flow from operating activities of $1,903,550 for the quarter
ended March 31, 2009 ($4,854,260 for the year ended December 31,
2008).  There is an accumulated deficit of $13,693,603 (December 31,
2008 - $12,777,195) and a working capital deficiency of $3,143,335 at March 31,
2009 ($3,199,931 at December 31, 2008).
 
 The
Company's ability to continue as a going-concern is in substantial doubt as it
is dependent on the continued financial support from its investors, the ability
of the Company to raise equity financing and the attainment of profitable
operations and further share issuances to meet the Company's liabilities as they
become payable.   The outcome of these matters is dependant on
factors outside of the Company’s control and cannot be predicted at this
time.  Refer to Note 19.
  10
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
   NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION (continued)
 
 Going
Concern (continued)
 The
accompanying consolidated financial statements have been prepared on a going
concern basis which assumes that the Company will be able to realize assets and
discharge liabilities in the normal course of business for the foreseeable
future.  These financial statements do not include any adjustments
relating to the recoverability or classification of assets or the amounts or
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
 
 The
Company has established a plan to continue its current business operations and
overcome its financial difficulties.  The Company expects to achieve
an improved financial position and enhanced liquidity by establishing and
carrying out a plan of recovery as discussed in Note 1 of the Company’s audited
financial statements for the year ended December 31, 2008 included in its
amended and restated December 31, 2008 consolidated financial statements as
filed in Amendment No. 1 to the Company’s Annual Report on Form
10-K.
 NOTE
2 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
 
 The
Company determined that its original consolidated financial statements for the
quarter ended March 31, 2009 (the “Original Financial Statements”), which were
included in the Company’s Quarterly Report on Form 10-Q and filed with the
Securities and Exchange Commission on May 15, 2009, as well as the original
consolidated financial statements for the fiscal year ended December 31, 2008,
contained errors.  These errors, which are described below, affected
the financial position, results of operations and cash flows for the quarters
ended March 31, 2009 and March 31, 2008, and the fiscal year ended December 31,
2008.
 
 A.
Deferred income tax liability related to indefinite life intangible
assets:
 
 The
Company’s intangible assets, comprised of its domain names, have book values in
excess of their tax values.  The Original Financial Statements
considered the taxable temporary differences associated with these indefinite
life intangible assets in reducing the valuation allowance associated with its
loss carryforwards.  This was an incorrect application of
GAAP.  A deferred tax liability should have been recognized for these
taxable temporary differences.  Correction of this error resulted in
the recognition of a deferred tax liability of $206,370 as at March 31, 2009 and
December 31, 2008.  There was an immaterial effect to the consolidated
statements of operations for the quarters ended March 31, 2009 and March 31,
2008.
 
 B.
Non-Controlling Interest:
 
 The
Company determined that it should have recorded $66,692 of goodwill and an
increase to non-controlling interest liability associated with the exchange of
$3,000,000 of amounts due from a subsidiary for additional common stock in
2008.  See Note 5.
 
 Prior to
recognizing the non-controlling interest liabilities described in the preceding
paragraph, the non-controlling interest’s share of subsidiary losses in 2008 was
limited to the non-controlling interest liability.  As a consequence
of the above increase to non-controlling interest liability, the non-controlling
interest’s share in subsidiary losses was increased by $51,506 during the
quarter ended March 31, 2008.  There was no effect to the
non-controlling interest at December 31, 2008 or March 31, 2009, or for the
three month period then ended.
 
 C.
Management Compensation:
 
 (i)  The
March 31, 2008 financial statements did not accrue $88,287 for two CDN$250,000
special bonuses to be paid on October 1, 2008 and October 1, 2009 to the
Company’s former President and Chief Operating Officer pursuant to his
employment agreement.  These special bonuses were not discretionary,
but would only be paid if he remained employed as an officer of the Company on
the dates payable.  On February 4, 2009, he resigned as the Company’s
President and Chief Operating Officer and employee, effective January 31,
2009.  There was no effect to the March 31, 2009 financial
statements.
  11
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
   NOTE
2 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
(continued)
 
 C.
Management Compensation:
 
 (ii)  The
March 31, 2008 financial statements did not accrue $35,314 for two CDN$100,000
special bonuses to be paid on January 1, 2009 and January 1, 2010 to the
Company’s current President and Chief Corporate Development Officer pursuant to
his employment agreement.  These special bonuses are not
discretionary, but will only be paid if he remains employed as an officer of the
Company on the dates payable.  The December 31, 2008 financial
statements had an underaccrual of $119,045, and the March 31, 2009 financial
statements had an overaccrual of $72,741 in bonuses payable and expensed during
the quarter.
 
 D.
Estimated life of stock options:
 
 The
Company originally estimated the life of its stock options as equal to the
vesting period for these options, 3 years.  The estimated life should
have been 3.375 years, resulting in an increase of $155,500 and a decrease of
$38,423 to the Company’s stock-based compensation expense in the quarters ended
March 31, 2009 and March 31, 2008, respectively.
 
 E.
Other
 
 (i) Expense
accruals
 The
Company discovered an accrual and cutoff error in its recorded accounting fees,
resulting in an underaccrual of accounts payable and accounting expense
(included in Corporate General and Administrative expenses) of $83,271 and
$63,750 in the quarters ended March 31, 2009 and March 31, 2008,
respectively.
 
 (ii)Gain on sale of
domain name
 
 The
Company failed to record website development costs attributable to a domain name
sold in December 2008, reducing website development costs and gain on sale of
domain names by $37,408 in the year ended December 31, 2008.  As a
result, a corresponding decrease to the gain on sale of domain names in the
quarter ended March 31, 2009 was adjusted.  There was no effect to the
consolidated balance sheet as at March 31, 2009.
 
 F.
Classification of warrants issued in November 2008 private
placement:
 
 In
November 2008, the Company raised $1,057,775 of cash by selling 1,627,344
units consisting of one share of the Company’s common stock and two warrants,
each for the purchase of a half share of common stock.  The offering
price was $0.65 per unit.  The estimated fair value of the warrants
was $157,895 and was originally presented as equity.  The warrants
contained provisions which could require their redemption in cash in certain
circumstances which may not all be within the Company’s control.  The
fair value of the warrants therefore should have been recorded as a liability,
with future changes to fair value reported as either income or expense in the
period in which the change in fair value occurs.  There were no
changes to the fair value of the warrants between the November 2008 issue date
and December 31, 2008.
 
 At March
31, 2009, the fair value of the warrants was $242,704.  The Company
recorded the $84,809 increase to the liability at March 31, 2009 and the
corresponding expense was recorded as an increase to corporate general and
administrative expense.
  12
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
2 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
(continued)
 
 G.
Shares issued in connection with the merger with Auctomatic:
 
 (i) Valuation
of shares issued as purchase consideration
 
 The
Auctomatic merger closed on May 22, 2008.  The original estimate of
the fair value of the share purchase consideration attributable to the
acquisition was based on the trading value of the shares around March 25,
2008.  However, the Merger Agreement had an adjustment provision
regarding the number of shares to be issued, such that the shares should have
been valued with reference to the May 22, 2008 closing date as opposed to the
announcement date on March 25, 2008.  Using the average share price
around the closing date, an additional $110,746 should have been recorded as
additional paid-in capital and goodwill as at December 31, 2008.
 
 (ii) Shares
issued to Auctomatic founders
 
 As part
of the merger, the Company agreed to distribute 413,604 shares of its common
stock payable on the first, second, and third anniversaries of the Closing Date
(the “Distribution Date”) to the Auctomatic founders subject to their continuing
employment with the Company or a subsidiary on each Distribution
Date.  These shares which were not accounted for in the Auctomatic
purchase, also were not properly accounted for as compensation to the Auctomatic
founders for their continued employment with the Company.  The related
stock-based compensation expense that should have been recorded was $68,330 in
March 31, 2009.  There was no effect to the consolidated statement of
operations for the quarter ended March 31, 2008.
 
 H.
Financial Statement Classification of Amounts Payable to the BCCI and
IPL:
 
 In order
to provide clarity, the Company also classified separately on its consolidated
balance sheets and consolidated statements of operations the $750,000 in amounts
payable to the BCCI and the IPL as at March 31, 2009 and $1,000,000 as at
December 31, 2008.
 
 I.
Tax Impact:
 
 None of
the above adjustments gave rise to an increase or decrease in the Company’s tax
position.
  13
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated balance sheets as of March 31,
2009:
 March
      31, 2009
                    
                    Reference
                    
                    
                    As
      previously reported
                    
                    
                    Restatement
      adjustment
                    
                    
                    As
      restatedASSETSCurrentCash
      and cash equivalents
                    
                    
                    
                    
                    $
                    572,588
                    
                    
                    $
                    -
                    
                    
                    $
                    572,588Accounts
      receivable (net of allowance for doubtful accounts of nil)
                    
                    
                    
                    
                    
                    100,035
                    
                    
                    
                    -
                    
                    
                    
                    100,035Prepaid
      expenses and deposits
                    
                    
                    
                    
                    
                    92,145
                    
                    
                    
                    -
                    
                    
                    
                    92,145Inventory
                    
                    
                    
                    
                    
                    47,421
                    
                    
                    
                    -
                    
                    
                    
                    47,421Current
      portion of receivable from sales-type lease
                    
                    
                    
                    
                    
                    23,423
                    
                    
                    
                    -
                    
                    
                    
                    23,423Total
      current assets
                    
                    
                    
                    
                    
                    835,612
                    
                    
                    
                    -
                    
                    
                    
                    835,612Property
      & equipment
                    
                    
                    
                    
                    
                    947,389
                    
                    
                    
                    -
                    
                    
                    
                    947,389Website
      development costs
                    
                    
                    
                    
                    
                    348,061
                    
                    
                    
                    -
                    
                    
                    
                    348,061Intangible
      assets
                    
                    
                    
                    
                    
                    1,557,267
                    
                    
                    
                    -
                    
                    
                    
                    1,557,267Goodwill
                    
                    
                    B,
      G(i)
                    
                    
                    
                    2,428,602
                    
                    
                    
                    177,438
                    
                    
                    
                    2,606,040Total
      Assets
                    
                    
                    
                    
                    
                    $
                    6,116,931
                    
                    
                    $
                    177,438
                    
                    
                    $
                    6,294,369LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrentAccounts
      payable and accrued liabilities
                    
                    
                    H
                    
                    
                    $
                    2,922,350
                    
                    
                    $
                    (750,000
                    )
                    
                    $
                    2,172,350Amounts
      payable to the BCCI and IPL
                    
                    
                    H
                    
                    
                    
                    -
                    
                    
                    
                    750,000
                    
                    
                    
                    750,000Bonuses
      payable
                    
                    
                    C(ii)
                    
                    
                    
                    81,660
                    
                    
                    
                    46,304
                    
                    
                    
                    127,964Due
      to shareholders of Auctomatic
                    
                    
                    
                    
                    
                    
                    829,799
                    
                    
                    
                    -
                    
                    
                    
                    829,799Deferred
      revenue
                    
                    
                    
                    
                    
                    
                    78,696
                    
                    
                    
                    -
                    
                    
                    
                    78,696Current
      portion of deferred lease inducements
                    
                    
                    
                    
                    
                    
                    20,138
                    
                    
                    
                    -
                    
                    
                    
                    20,138Total
      current liabilities
                    
                    
                    
                    
                    
                    
                    3,932,643
                    
                    
                    
                    46,304
                    
                    
                    
                    3,978,947Deferred
      income tax
                    
                    
                    A
                    
                    
                    
                    -
                    
                    
                    
                    206,370
                    
                    
                    
                    206,370Warrants
                    
                    
                    F
                    
                    
                    
                    -
                    
                    
                    
                    242,704
                    
                    
                    
                    242,704Deferred
      lease inducements
                    
                    
                    
                    
                    
                    
                    50,345
                    
                    
                    
                    -
                    
                    
                    
                    50,345Total
      Liabilities
                    
                    
                    
                    
                    
                    
                    3,982,988
                    
                    
                    
                    495,378
                    
                    
                    
                    4,478,366STOCKHOLDERS'
      EQUITYCommon
      StockAuthorized:
      50,000,000 common shares, $0.001 par valueIssued
      and outstanding:23,906,445
      common shares (December 31, 2008 - 23,546,370)
                    
                    
                    
                    
                    15,216
                    
                    
                    
                    -
                    
                    
                    
                    15,216Additional
      paid-in capital
                    
                    
                    
                    
                    
                    
                    15,285,508
                    
                    
                    
                    208,882
                    
                    
                    
                    15,494,390Accumulated
      deficit
                    
                    
                    
                    
                    
                    
                    (13,166,781
                    )
                    
                    
                    (526,822
                    )
                    
                    
                    (13,693,603
                    )Total
      Stockholders' Equity
                    
                    
                    
                    
                    
                    
                    2,133,943
                    
                    
                    
                    (317,940
                    )
                    
                    
                    1,816,003Total
      Liabilities and Stockholders' Equity
                    
                    
                    
                    
                    
                    $
                    6,116,931
                    
                    
                    $
                    177,438
                    
                    
                    $
                    6,294,369
 14
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated statements of operations as of March 31,
2009:
 For
      the quarter ended March 31, 2009
                    
                    Reference
                    
                    
                    As
      previously reported
                    
                    
                    Restatement
      adjustment
                    
                    
                    As
      restatedSALES
                    
                    
                    
                    
                    $
                    1,752,382
                    
                    
                    $
                    -
                    
                    
                    $
                    1,752,382COSTS
      OF SALES (excluding depreciation and amortization as shown
      below)
                    
                    
                    
                    1,386,619
                    
                    
                    
                    -
                    
                    
                    
                    1,386,619GROSS
      PROFIT
                    
                    
                    
                    
                    
                    365,763
                    
                    
                    
                    -
                    
                    
                    
                    365,763OPERATING
      EXPENSESAmortization
      and depreciation
                    
                    
                    
                    
                    
                    98,166
                    
                    
                    
                    -
                    
                    
                    
                    98,166Amortization
      of website development costs
                    
                    
                    
                    
                    
                    32,562
                    
                    
                    
                    -
                    
                    
                    
                    32,562Corporate
      general and administrative
                    
                    
                    E(i),
      F
                    
                    
                    
                    158,274
                    
                    
                    
                    168,080
                    
                    
                    
                    326,354ECommerce
      general and administrative
                    
                    
                    
                    
                    
                    
                    80,220
                    
                    
                    
                    -
                    
                    
                    
                    80,220Management
      fees and employee salaries
                    
                    
                    C(i),
      C(ii), D, G(ii)
                    
                    
                    
                    960,846
                    
                    
                    
                    232,749
                    
                    
                    
                    1,193,595Corporate
      marketing
                    
                    
                    
                    
                    
                    
                    3,771
                    
                    
                    
                    -
                    
                    
                    
                    3,771ECommerce
      marketing
                    
                    
                    
                    
                    
                    
                    111,422
                    
                    
                    
                    -
                    
                    
                    
                    111,422Other
      expenses
                    
                    
                    C(ii)
                    
                    
                    
                    346,564
                    
                    
                    
                    (81,660
                    )
                    
                    
                    264,904Total
      Operating Expenses
                    
                    
                    
                    
                    
                    
                    1,791,825
                    
                    
                    
                    319,169
                    
                    
                    
                    2,110,994NON-OPERATING
      INCOME (EXPENSES)Global
      Cricket Venture expenses
                    
                    
                    H
                    
                    
                    
                    250,000
                    
                    
                    
                    (250,000
                    )
                    
                    
                    -Global
      Cricket Venture recovery
                    
                    
                    H
                    
                    
                    
                    -
                    
                    
                    
                    250,000
                    
                    
                    
                    250,000Gain
      from sales and sales-type lease of domain names
                    
                    
                    E(ii)
                    
                    
                    
                    580,525
                    
                    
                    
                    37,408
                    
                    
                    
                    617,933Accretion
      interest expense
                    
                    
                    
                    
                    
                    
                    (40,000
                    )
                    
                    
                    -
                    
                    
                    
                    (40,000
                    )Interest
      and investment income
                    
                    
                    
                    
                    
                    
                    890
                    
                    
                    
                    -
                    
                    
                    
                    890Total
      Non-Operating Income (Expenses)
                    
                    
                    
                    
                    
                    
                    791,415
                    
                    
                    
                    37,408
                    
                    
                    
                    828,823NET
      LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
                    
                    
                    $
                    (634,647
                    )
                    
                    $
                    (281,761
                    )
                    
                    $
                    (916,408
                    )BASIC
      AND DILUTED LOSS PER SHARE
                    
                    
                    
                    
                    
                    $
                    (0.03
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.04
                    )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
                    
                    
                    
                    
                    
                    
                    22,509,120
                    
                    
                    
                    -
                    
                    
                    
                    22,509,120
  15
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated statements of equity as of March 31,
2009:
 As
      previously reportedCommon
      stock
                    
                    
                    Additional
      Paid-in Capital
                    
                    
                    Accumulated
      Deficit
                    
                    
                    Total
                    
                    
                    Restatement
      Adjustment
                    
                    
                    As
      Restated
                      TotalReference
                    Number
      of Shares
                    
                    
                    AmountBalance,
      December 31, 2007 (audited)
                    
                    21,446,623
                    
                    
                    12,456
                    
                    
                    10,188,975
                    
                    
                    (2,525,678
                    )
                    
                    7,675,753
                    
                    
                    (283,218
                    )
                    
                    7,392,535Stock-based
      compensation
                    D,
      G(ii)
                    -
                    
                    
                    -
                    
                    
                    2,111,354
                    
                    
                    
                    
                    
                    2,111,354
                    
                    
                    51,172
                    
                    
                    2,162,526Issuance
      of 586,403 common shares per themerger agreement with
      Auctomatic
                    G(i)
                    586,403
                    
                    
                    586
                    
                    
                    1,137,533
                    
                    
                    
                    
                    
                    1,138,119
                    
                    
                    110,746
                    
                    
                    1,248,865Issuance
      of 33,000 common sharesto investor relations firm
                    
                    
                    33,000
                    
                    
                    33
                    
                    
                    85,649
                    
                    
                    
                    
                    
                    85,682
                    
                    
                    -
                    
                    
                    85,682Issuance
      of 120,000 common sharesto investor relations firm
                    
                    
                    120,000
                    
                    
                    120
                    
                    
                    218,057
                    
                    
                    
                    
                    
                    218,177
                    
                    
                    -
                    
                    
                    218,177Issuance
      of 50,000 warrantsto investor relations firm
                    
                    
                    -
                    
                    
                    -
                    
                    
                    45,500
                    
                    
                    
                    
                    
                    45,500
                    
                    
                    -
                    
                    
                    45,500Cancellation
      of 300,000 common sharesnot distributed
                    
                    
                    (300,000
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Private
      Placement of 1,627,344 unitsat
      $0.65 per share
                    F
                    1,627,344
                    
                    
                    1,627
                    
                    
                    1,056,148
                    
                    
                    
                    
                    
                    1,057,775
                    
                    
                    (157,895
                    )
                    
                    899,880Share
      issue costs
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (86,803
                    )
                    
                    
                    
                    
                    (86,803
                    )
                    
                    -
                    
                    
                    (86,803
                    )Extinguishment
      of accounts payable
                    
                    
                    33,000
                    
                    
                    33
                    
                    
                    16,467
                    
                    
                    
                    
                    
                    16,500
                    
                    
                    -
                    
                    
                    16,500Net
      loss and comprehensive loss
                    A -
      E(ii), G(ii)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (10,006,456
                    )
                    
                    (10,006,456
                    )
                    
                    19,186
                    
                    
                    (9,987,270
                    )Balance,
      December 31, 2008 (audited)
                    
                    
                    23,546,370
                    
                    $
                    14,855
                    
                    $
                    14,772,880
                    
                    $
                    (12,532,134
                    )
                    $
                    2,255,601
                    
                    $
                    (260,009
                    )
                    $
                    1,995,592Stock-based
      compensation
                    D,
      G(ii)
                    -
                    
                    
                    -
                    
                    
                    386,513
                    
                    
                    
                    
                    
                    386,513
                    
                    
                    223,830
                    
                    
                    610,343Issuance
      of 15,000 common sharesto investor relations firm
                    
                    
                    15,000
                    
                    
                    15
                    
                    
                    5,685
                    
                    
                    
                    
                    
                    5,700
                    
                    
                    -
                    
                    
                    5,700Extinguishment
      of accounts payable
                    
                    
                    345,075
                    
                    
                    346
                    
                    
                    120,430
                    
                    
                    
                    
                    
                    120,776
                    
                    
                    -
                    
                    
                    120,776Net
      loss and comprehensive loss
                    C(ii),
      D, E(i), E(ii), F, G(ii)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (634,647
                    )
                    
                    (634,647
                    )
                    
                    (281,761
                    )
                    
                    (916,408
                    )Balance,
      March 31, 2009 (unaudited)
                    
                    
                    23,906,445
                    
                    $
                    15,216
                    
                    $
                    15,285,508
                    
                    $
                    (13,166,781
                    )
                    $
                    2,133,943
                    
                    $
                    (317,940
                    )
                    $
                    1,816,003
 16
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated statements of cash flows as of March 31,
2009:
 For
      the quarter ended March 31, 2009
                    
                    Reference
                    
                    
                    As
      previously reported
                    
                    
                    Restatement
      adjustment
                    
                    
                    As
      restatedOPERATING
      ACTIVITIESNet
      loss for the period
                    
                    
                    
                    
                    $
                    (634,647
                    )
                    
                    $
                    (281,761
                    )
                    
                    $
                    (916,408
                    )Non-cash
      items included in net loss:Gain
      from sales and sales-type lease of domain name
                    
                    E(ii)
                    
                    
                    
                    (580,525
                    )
                    
                    
                    (37,408
                    )
                    
                    
                    (617,933
                    )Accretion
      interest expense
                    
                    
                    
                    
                    
                    40,000
                    
                    
                    
                    -
                    
                    
                    
                    40,000Stock-based
      compensation
                    
                    D,
      G(ii)
                    
                    
                    
                    386,513
                    
                    
                    
                    223,830
                    
                    
                    
                    610,343Warrants
      issued
                    
                    F
                    
                    
                    
                    -
                    
                    
                    
                    84,809
                    
                    
                    
                    84,809Issuance
      of common stock
                    
                    
                    
                    
                    
                    
                    5,700
                    
                    
                    
                    -
                    
                    
                    
                    5,700Extinguishment
      of debt by issuance of common stock
                    
                    
                    
                    120,776
                    
                    
                    
                    -
                    
                    
                    
                    120,776Amortization
      and depreciation
                    
                    
                    
                    
                    
                    
                    125,693
                    
                    
                    
                    -
                    
                    
                    
                    125,693Change
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    
                    
                    
                    
                    (6,453
                    )
                    
                    
                    -
                    
                    
                    
                    (6,453
                    )Prepaid
      expenses and deposits
                    
                    
                    
                    
                    
                    
                    17,398
                    
                    
                    
                    -
                    
                    
                    
                    17,398Inventory
                    
                    
                    
                    
                    
                    
                    26,661
                    
                    
                    
                    -
                    
                    
                    
                    26,661Accounts
      payable and accrued liabilities
                    
                    H
                    
                    
                    
                    (1,444,566
                    )
                    
                    
                    333,271
                    
                    
                    
                    (875,645
                    )Amounts
      payable to the BCCI and IPL
                    
                    H
                    
                    
                    
                    -
                    
                    
                    
                    (250,000
                    )
                    
                    
                    (250,000
                    )Bonuses
      payable
                    
                    C(i),
      C(ii)
                    
                    
                    
                    81,660
                    
                    
                    
                    (72,741
                    )
                    
                    
                    (226,731
                    )Deferred
      revenue
                    
                    
                    
                    
                    
                    
                    (41,760
                    )
                    
                    
                    -
                    
                    
                    
                    (41,760
                    )Cash
      flows used in operating activities
                    
                    
                    
                    
                    
                    
                    (1,903,550
                    )
                    
                    
                    -
                    
                    
                    
                    (1,903,550
                    )INVESTING
      ACTIVITIESNet
      proceeds from sale of domain name
                    
                    
                    
                    
                    
                    
                    358,130
                    
                    
                    
                    -
                    
                    
                    
                    358,130Net
      proceeds from sales-type lease of domain name
                    
                    
                    
                    
                    
                    
                    313,423
                    
                    
                    
                    -
                    
                    
                    
                    313,423Purchases
      of property & equipment
                    
                    
                    
                    
                    
                    
                    (2,704
                    )
                    
                    
                    -
                    
                    
                    
                    (2,704
                    )Website
      development costs
                    
                    
                    
                    
                    
                    
                    (25,231
                    )
                    
                    
                    -
                    
                    
                    
                    (25,231
                    )Cash
      flows from investing activities
                    
                    
                    
                    
                    
                    
                    643,618
                    
                    
                    
                    -
                    
                    
                    
                    643,618Net
      increase (decrease) in cash and cash equivalents
                    
                    
                    
                    
                    
                    
                    (1,259,932
                    )
                    
                    
                    -
                    
                    
                    
                    (1,259,932
                    )Cash
      and cash equivalents, beginning of period
                    
                    
                    
                    
                    
                    
                    1,832,520
                    
                    
                    
                    -
                    
                    
                    
                    1,832,520Cash
      and cash equivalents, end of period
                    
                    
                    
                    
                    
                    $
                    572,588
                    
                    
                    $
                    -
                    
                    
                    $
                    572,588
  17
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 The
following is a summary of the significant effects of the restatements on the
Company’s comparative consolidated statements of operations for the three months
ended March 31, 2008:
 For
      the quarter ended March 31, 2008
                  
                  Reference
                  
                  
                  As
      previously reported
                  
                  
                  Restatement
      adjustment
                  
                  
                  As
      restatedSALES
                  
                  
                  
                  
                  $
                  1,848,479
                  
                  
                  $
                  -
                  
                  
                  $
                  1,848,479COSTS
      OF SALES (excluding depreciation and amortization as shown
      below)
                  
                  
                  
                  1,486,062
                  
                  
                  
                  -
                  
                  
                  
                  1,486,062GROSS
      PROFIT
                  
                  
                  
                  
                  
                  362,417
                  
                  
                  
                  -
                  
                  
                  
                  362,417OPERATING
      EXPENSESAmortization
      and depreciation
                  
                  
                  
                  
                  
                  15,266
                  
                  
                  
                  -
                  
                  
                  
                  15,266Corporate
      general and administrative
                  
                  
                  E(i)
                  
                  
                  
                  486,087
                  
                  
                  
                  63,750
                  
                  
                  
                  549,837ECommerce
      general and administrative
                  
                  
                  
                  
                  
                  
                  169,813
                  
                  
                  
                  -
                  
                  
                  
                  169,813Management fees and employee salaries
                  
                  
                  C(i),
      C(ii), D, G(ii)
                  
                  
                  
                  1,090,671
                  
                  
                  
                  85,179
                  
                  
                  
                  1,175,850Corporate
      marketing
                  
                  
                  
                  
                  
                  
                  26,459
                  
                  
                  
                  -
                  
                  
                  
                  26,459ECommerce
      marketing
                  
                  
                  
                  
                  
                  
                  149,187
                  
                  
                  
                  -
                  
                  
                  
                  149,187Other
      expenses
                  
                  
                  
                  
                  
                  
                  629,856
                  
                  
                  
                  -
                  
                  
                  
                  629,856Total
      Operating Expenses
                  
                  
                  
                  
                  
                  
                  2,567,339
                  
                  
                  
                  148,929
                  
                  
                  
                  2,716,268NON-OPERATING
      INCOME (EXPENSES)Gain
      from sales and sales-type lease of domain names
                  
                  
                  
                  
                  
                  
                  168,206
                  
                  
                  
                  -
                  
                  
                  
                  168,206Interest
      and investment income
                  
                  
                  
                  
                  
                  
                  42,498
                  
                  
                  
                  -
                  
                  
                  
                  42,498Non-controlling
      interest
                  
                  
                  B
                  
                  
                  
                  -
                  
                  
                  
                  51,506
                  
                  
                  
                  51,506Total
      Non-Operating Income (Expenses)
                  
                  
                  
                  
                  
                  
                  210,704
                  
                  
                  
                  51,506
                  
                  
                  
                  262,210NET
      LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
                  
                  
                  $
                  (1,994,218
                  )
                  
                  $
                  (97,423
                  )
                  
                  $
                  (2,091,641
                  )BASIC
      AND DILUTED LOSS PER SHARE
                  
                  
                  
                  
                  
                  $
                  (0.10
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.10
                  )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
                  
                  
                  
                  
                  
                  
                  19,970,334
                  
                  
                  
                  -
                  
                  
                  
                  19,970,334
  18
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
  
 The
following is a summary of the significant effects of the restatements on the
Company’s comparative consolidated statements of cash flows for the three months
ended March 31, 2008:
  For
      the quarter ended March 31, 2008
                
                Reference
                
                
                As
      previously reported
                
                
                Restatement
      adjustment
                
                
                As
      restatedOPERATING
      ACTIVITIESNet
      loss for the period
                
                
                
                
                $
                (1,994,218
                )
                
                $
                (97,423
                )
                
                $
                (2,091,641
                )Non-cash
      items included in net loss:Non-controlling
      interest
                
                
                
                
                
                -
                
                
                
                (51,506
                )
                
                
                (51,506
                )Gain
      from sales and sales-type lease of domain names
                
                E(ii)
                
                
                
                (168,206
                )
                
                
                -
                
                
                
                (168,206
                )Stock-based
      compensation
                
                D,
      G(ii)
                
                
                
                482,144
                
                
                
                (38,423
                )
                
                
                443,721Amortization
      and depreciation
                
                
                
                
                
                10,231
                
                
                
                -
                
                
                
                10,231Change
      in operating assets and liabilities:Accounts
      receivable
                
                
                
                
                
                (3,290
                )
                
                
                -
                
                
                
                (3,290
                )Prepaid
      expenses and deposits
                
                
                
                
                
                81,112
                
                
                
                -
                
                
                
                81,112Accounts
      payable and accrued liabilities
                
                E(i)
                
                
                
                (92,347
                )
                
                
                63,750
                
                
                
                (28,597
                )Bonuses
      payable
                
                C(ii)
                
                
                
                (241,290
                )
                
                
                123,602
                
                
                
                (117,688
                )Deferred
      revenue
                
                
                
                
                
                
                (33,435
                )
                
                
                -
                
                
                
                (33,435
                )Cash
      flows used in operating activities
                
                
                
                
                
                
                (1,959,299
                )
                
                
                -
                
                
                
                (1,959,299
                )INVESTING
      ACTIVITIESNet
      proceeds from sales-type lease of domain name
                
                
                
                
                
                
                23,423
                
                
                
                -
                
                
                
                23,423Accrued
      expenses relating to deferred acquisition costs
                
                
                
                
                
                
                (111,265
                )
                
                
                -
                
                
                
                (111,265
                )Deferred
      acquisition costs
                
                
                
                
                
                
                (121,265
                )
                
                
                -
                
                
                
                (121,265
                )Purchases
      of property & equipment
                
                
                
                
                
                
                (154,069
                )
                
                
                -
                
                
                
                (154,069
                )Website
      development costs
                
                
                
                
                
                
                (147,025
                )
                
                
                -
                
                
                
                (147,025
                )Cash
      flows used in investing activities
                
                
                
                
                
                
                (510,201
                )
                
                
                -
                
                
                
                (510,201
                )Net
      increase (decrease) in cash and cash equivalents
                
                
                
                
                
                
                (2,469,500
                )
                
                
                -
                
                
                
                (2,469,500
                )Cash
      and cash equivalents, beginning of period
                
                
                
                
                
                
                7,375,245
                
                
                
                -
                
                
                
                7,375,245Cash
      and cash equivalents, end of period
                
                
                
                
                
                $
                4,905,745
                
                
                $
                -
                
                
                $
                4,905,745
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 The
following is a summary of significant accounting policies used in preparation of
these consolidated financial statements:
 
 Principles
of consolidation
 The
consolidated financial statements include the accounts of the Company, its
wholly owned subsidiary Delaware, its wholly-owned subsidiary LCM Cricket
Ventures, its 98.2% (December 31, 2008 – 98.2%) interest in its subsidiary DHI,
DHI’s wholly owned subsidiaries Importers and 612793, and LCM Cricket Ventures’
50.05% interest in Global Cricket Venture.  All significant
intercompany balances and transactions are eliminated on
consolidation.
 
 Use
of estimates
 The
preparation of consolidated financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of intangible assets, fair
value measurement, related party transactions, stock based compensation,
determination and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and for the periods that the consolidated
financial statements are prepared. Actual results could differ from these
estimates.
 19
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Business
Combinations
 On the
acquisition of a subsidiary, the purchase method of accounting is used whereby
the purchase consideration is allocated to the identifiable assets and
liabilities on the basis of fair value at the date of
acquisition.  The Company considers critical estimates involved in
determining any amount of goodwill, and tests for impairment of such goodwill as
disclosed in its Goodwill accounting policy below.
 
 Revenue
recognition
 Revenues
and associated costs of goods sold from the on-line sales of products, currently
consisting primarily of fragrances and other beauty products, are recorded upon
delivery of products and determination that collection is reasonably
assured.  The Company records inventory as an asset for items in
transit as title does not pass until received by the customer.  All
associated shipping and handling costs are recorded as cost of goods sold upon
delivery of products.
 
 Web
advertising revenue consists primarily of commissions earned from the referral
of visitors from the Company’s websites to other parties.  The amount
and collectibility of these referral commissions is subject to uncertainty;
accordingly, revenues are recognized when the amount can be determined and
collectibility can be reasonably assured.  In accordance with Emerging
Issues Task Force (“EITF”) 99-19, Reporting Revenue Gross as a
Principal versus Net as an Agent, the Company records web advertising
revenues on a gross basis.
 
 Gains
from the sale of domain names, whose carrying values are recorded as intangible
assets, consist primarily of funds earned for the transfer of rights to domain
names that are currently in the Company’s control.  Revenues have been
recognized when the sale agreement is signed, the price is fixed and agreed upon
by all parties, and the collectibility of the proceeds is reasonably
assured.  In the first quarter of 2009, there was a sale of one domain
name.  Collectibility of the amounts owing on this sale is reasonably
assured and therefore accounted for as a sale in the period the transaction
occurred.  In 2008, there was one sale of a domain
name.  Collectibility of the amounts owing on this sale is reasonably
assured and therefore accounted for as a sale in the period the transaction
occurred.
 
 Gains
from the sales-type leases of domain names, whose carrying values are recorded
as intangible assets, consist primarily of funds earned over a period of time
for the transfer of rights to domain names that are currently in the Company’s
control.  When collectibility of the proceeds on these transactions is
reasonably assured, the gain on sale is accounted for as a sales-type lease in
the period the transaction occurs.  In the first quarter of 2009,
there was one sales-type lease of a domain name.  In 2008, there was
one sales-type lease of a domain name.  See also Note 12.
 
 Foreign
currency transactions
 The
consolidated financial statements are presented in United States
dollars.  The functional currency of the Company is United States
dollars.  In accordance with FAS 52, Foreign Currency Translation,
the foreign currency financial statements of the Company’s subsidiaries are
translated into U.S. dollars.  Monetary assets and liabilities are
translated using the foreign exchange rate that prevailed at the balance sheet
date.  Revenue and expenses are translated at weighted average rates
of exchange during the year and stockholders’ equity accounts and certain other
historical cost balances are translated by using historical exchange
rates.  Any resulting exchange gains and losses are presented as
cumulative foreign currency translation gains (losses) within other accumulated
comprehensive loss.  There was no effect to comprehensive loss related
to the share conversion with DHI.
 
 Transactions
denominated in foreign currencies are remeasured at the exchange rate in effect
on the respective transaction dates and gains and losses are reflected in the
consolidated statements of operations.
 
 Comprehensive
loss
 Comprehensive
loss includes all changes in equity of the Company during a period except those
resulting from investments by shareholders and distributions to
shareholders.  Comprehensive loss includes net loss and other
comprehensive loss (“OCL”).  The major components included in OCL are
cumulative translation adjustments arising on the translation of the financial
statements of self-sustaining foreign operations and unrealized gains and losses
on financial assets classified as available-for-sale.  The Company has
no self-sustaining foreign operations or unrealized gains or losses on financial
assets classified as available-for-sale.
  20
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Loss
per share
 Basic
loss per share is computed by dividing losses for the period by the weighted
average number of common shares outstanding for the period.  Diluted
loss per share reflects the potential dilution of securities by including other
potential common stock in the weighted average number of common shares
outstanding for a period and is not presented where the effect is
anti-dilutive.
 
 Cash
and cash equivalents
 The
Company considers all highly liquid instruments, with original maturity dates of
three months or less at the time of issuance, to be cash
equivalents.
 
 Accounts
receivable and allowance for doubtful accounts
 The
Company’s accounts receivable balance consists primarily of goods and services
taxes (GST) receivable and advertising revenues receivable.  Per the
Company’s review of open accounts and collection history, the accounts
receivable balances are reasonably collectible and therefore no allowance for
doubtful accounts has been reflected at quarter end.
 
 Inventory
 Inventory
is recorded at the lower of cost or market using the first-in first-out (FIFO)
method.  The Company maintains little or no inventory of perfume which
is shipped from the supplier directly to the customer.  The inventory
on hand as at March 31, 2009 is recorded at cost of $47,421 (December 31, 2008 -
$74,082) and represents inventory in transit from the supplier to the
customer.
 
 Property & Equipment
 These
assets are stated at cost. Minor additions and improvements are charged to
operations, and major additions are capitalized. Upon retirement, sale or other
disposition, the cost and accumulated depreciation are eliminated from the
accounts, and a gain or loss is included in operations.
 
 Amortization
for equipment is computed using declining balance method at the following annual
rates:
  Office Furniture and
      Equipment
              20%Computer
      Equipment
              30%Computer
      Software
              100%Auction
      Software
              3 years
      straight-line
 
 Amortization
for leasehold improvements is based on a straight-line method calculated over
the term of the lease.  Auction software is amortized straight line
over the life of the asset.  Other additions are amortized on a
half-year basis in the year of acquisition.
 
 Website
development costs
 The
Company has adopted the provisions of EITF No. 00-2, Accounting for Web Site Development
Costs, whereby costs incurred in the preliminary project phase are
expensed as incurred; costs incurred in the application development phase are
capitalized; and costs incurred in the post-implementation operating phase are
expensed as incurred.  Website development costs are stated at cost
less accumulated amortization and are amortized using the straight-line method
over its estimated useful life.  Upgrades and enhancements are
capitalized if they result in added functionality which enables the software to
perform tasks it was previously incapable of performing.  See also
Note 9.
 
 Intangible
assets
 The
Company has adopted the provisions of FAS No. 142, Goodwill and Intangible
Assets, which revises the accounting for purchased goodwill and
intangible assets. Under FAS 142, intangible assets with indefinite lives are no
longer amortized and are tested for impairment annually.  The
determination of any impairment would include a comparison of estimated future
operating cash flows anticipated during the remaining life with the net carrying
value of the asset as well as a comparison of the fair value to book value of
the Company.
 
 The
Company’s intangible assets, which consist of its portfolio of generic domain
names, have been determined to have an indefinite life and as a result are not
amortized.  Management has determined that there is no impairment of
the carrying value of intangible assets at March 31, 2009.
 21
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Goodwill
 Goodwill
represents the excess of acquisition cost over the fair value of the net assets
of acquired entities. In accordance with FAS
No. 142, Accounting for
Goodwill and Other Intangible Assets, the Company is required to assess
the carrying value of goodwill annually or whenever circumstances indicate that
a decline in value may have occurred, utilizing a fair value approach at the
reporting unit level. A reporting unit is the
operating segment, or a business unit one level below that operating segment,
for which discrete financial information is prepared and regularly reviewed by
segment management.
 
 The
goodwill impairment test is a two-step impairment test. In the first step, the
Company compares the fair value of each reporting unit to its carrying value.
The Company
determines the fair value of its reporting units using a discounted cash flow
approach. If the
fair value of the reporting unit exceeds the carrying value of the net assets
assigned to that reporting unit, goodwill is not impaired and the Company is not
required to perform further testing. If the carrying value of
the net assets assigned to the reporting unit exceeds the fair value of the
reporting unit, then the Company must perform the second step in order to
determine the implied fair value of the reporting unit’s goodwill and compare it
to the carrying value of the reporting unit’s goodwill. The activities in the
second step include valuing the tangible and intangible assets and liabilities
of the impaired reporting unit based on their fair value and determining the
fair value of the impaired reporting unit’s goodwill based upon the residual of
the summed identified tangible and intangible assets and
liabilities.
 
 The
Company assessed the carrying value of goodwill at the December 31, 2008 fiscal
year end, and there are no indications that a decline in value may have occurred
to March 31, 2009.  At that date, the fair value of the Perfume.com
reporting unit exceeded the carrying value of the assigned net assets, therefore
no further testing was required and an impairment charge was not
required.
 
 Deferred
Revenue
 Revenue
that has been received but does not yet qualify for recognition under the
Company's policies is reflected as either deferred revenue or long-term deferred
revenue.
 
 Deferred
Lease Inducements
 Lease
inducements, including rent free periods, are deferred and accounted for as a
reduction of rent expense over the term of the related lease on a straight-line
basis.
 
 Advertising Costs
 The
Company recognizes advertising expenses in accordance with SOP 93-7, Reporting on Advertising
Costs. As such, the Company expenses the costs of producing
advertisements at the time production occurs or the first time the advertising
takes place and expenses the cost of communicating advertising in the period
during which the advertising space or airtime is used.  Internet
advertising expenses are recognized as incurred based on the terms of the
individual agreements, which are generally: 1) a commission for traffic
driven to the Website that generates a sale or 2) a referral fee based on
the number of clicks on keywords or links to the Company’s Website generated
during a given period.  Total advertising expense for the quarter
ended March 31, 2009 of $113,876 (quarter ended March 31, 2008 - $175,646) is
included in the “Corporate Marketing” and “eCommerce Marketing” categories on
the Company’s consolidated statements of operations.
 
 Stock-based
compensation
 During
the third quarter of 2007, the Company implemented the following new critical
accounting policy related to its stock-based compensation. Beginning on
July 1, 2007, the Company began accounting for stock options under the
provisions of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment
(FAS 123(R)), which requires the recognition of the fair value of
stock-based compensation. Under the fair value recognition provisions for
FAS 123(R), stock-based compensation cost is estimated at the grant date
based on the fair value of the awards expected to vest and recognized as expense
ratably over the requisite service period of the award. The Company has used the
Black-Scholes valuation model to estimate fair value of its stock-based awards
which requires various judgmental assumptions including estimating stock price
volatility and expected life. The Company’s computation of expected volatility
is based on a combination of historical and market-based volatility. In
addition, the Company considers many factors when estimating expected life,
including types of awards and historical experience. If any of the assumptions
used in the Black-Scholes valuation model change significantly, stock-based
compensation expense may differ materially in the future from that recorded in
the current period.
 22
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
  NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Stock-based
compensation (continued)
 In August
2007, the Company’s Board of Directors approved an Incentive Stock Option Plan
to make available 5,000,000 shares of common stock for the grant of stock
options, including incentive stock options.  Incentive stock options
may be granted to employees of the Company, while non-qualified stock options
may be granted to employees, officers, directors, consultants, independent
contractors and advisors of the Company, provided such consultants, independent
contractors and advisors render bona-fide services not in connection with the
offer and sale of securities in a capital-raising transaction or promotion of
the Company’s securities.  See also Note 11.
 
 The
Company accounts for equity instruments issued in exchange for the receipt of
goods or services from other than employees in accordance with FAS 123(R) and
the conclusions reached by the EITF in Issue No. 96-18.  Costs are measured
at the estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is more
reliably measurable.  The value of equity instruments issued for
consideration other than employee services is determined on the earliest of a
performance commitment or completion of performance by the provider of goods or
services as defined by EITF 96-18.
 
 On March
25, 2009, the Board of Directors approved a reduction in the exercise price of
Stock Option grants previously made under the 2007 Incentive Stock Option
Plan.  No other terms of the plan or the grants were
modified.  See also Note 11(d).
 Non-Controlling
Interest
 The
consolidated financial statements include the accounts of DHI (and its
subsidiaries).  All intercompany accounts and transactions have been
eliminated upon consolidation.  The Company records non-controlling
interest which reflects the 1.8% portion of the earnings of DHI and its
subsidiaries allocable to the holders of the minority interest.
 
 Income
taxes
 On
January 1, 2007, the Company adopted the following new critical accounting
policy related to income tax.  The Company began accounting for income
tax under the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No. 109 (“FIN
48”).  FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements in accordance with FASB
Statement 109, Accounting for
Income Taxes, and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return.  FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. 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. The Company’s evaluation was performed for the tax years
ended December 31, 2002, 2003, 2004, 2005, 2006, 2007 and 2008, the tax years
which remain subject to examination by major tax jurisdictions as of December
31, 2008.  The Company also evaluated the quarter ended March 31,
2009.  The Company may from time to time be assessed interest or
penalties by major tax jurisdictions, although any such assessments historically
have been minimal and immaterial to the Company’s financial
results.  In the event the Company has received an assessment for
interest and/or penalties, it has been classified in the financial statements as
selling, general and administrative expense.
  23
  Live
Current Media Inc. (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Recent
Accounting Pronouncements
 
 FAS
168
 In June,
2009, the FASB issued FAS No. 168, The FASB Accounting Standards
CodificationTM and
the Hierarchy of Generally Accepted Accounting Principles – A Replacement of
FASB Statement No. 162.  The FASB Accounting Standards
CodificationTM
(Codification) will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. On the effective date of this
Statement, the Codification will supersede all then-existing non-SEC accounting
and reporting standards. All other nongrandfathered non-SEC accounting
literature not included in the Codification will become nonauthoritative.
 This statement is effective for financial statements issued for fiscal
years and interim periods beginning after September 15, 2009, which, for
the Company, would be the fiscal year beginning January 1, 2010. The Company is
currently assessing the impact of FAS No. 168 on its financial position and
results of operations.
  FAS
166
 In June,
2009, the FASB issued FAS No. 166, Accounting for Transfer of Financial
Assets – An Amendment of FASB Statement No. 140. The new standard is
intended to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets: the effects of a
transfer on its financial position, financial performance, and cash flows; and a
transferor’s continuing involvement, if any, in transferred financial
assets.  This statement is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2009,
which, for the Company, would be the fiscal year beginning January 1, 2010. The
Company is currently assessing the impact of FAS No. 166 on its financial
position and results of operations.
 
 FAS
165
 In May,
2009, the FASB issued FAS No. 165, Subsequent Events. The new
standard is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  This
statement is effective for financial statements issued for interim or annual
financial periods ending after June 15, 2009, which, for the Company, would be
the interim period ending June 30, 2009. The Company does not expect that this
Statement will result in a change in current practice.
 
 FAS
162
 In May,
2008, the FASB issued FAS 162, The Hierarchy of Generally Accepted
Accounting Principles. The new standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for non-governmental entities. This Statement is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  The
Company does not expect that this Statement will result in a change in current
practice. 
 24
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Recently
Adopted Accounting Pronouncements
 
 FAS
161
 In
March 2008, the FASB issued FAS 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of
FAS 133.  FAS 161 is intended to improve financial
standards for derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance and cash flows. Entities
are required to provide enhanced disclosures about: how and why an entity uses
derivative instruments; how derivative instruments and related hedged items are
accounted for under FAS 133 and its related interpretations; and how derivative
instruments and related hedged items affect an entity's financial position,
financial performance and cash flows. FAS 161 was effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, which for the Company was the fiscal year beginning January 1,
2009.  The Company adopted FAS 161 at January 1, 2009, however the
adoption of this statement did not have a material effect on its financial
results.
 
 FSP
FAS 142-3
 In April
2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, Determination of the Useful Life of
Intangible Assets.  FSP FAS 142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under FAS 142, Goodwill and Other Intangible
Assets.  The intent of FSP FAS 142-3 is to improve the
consistency between the useful life of a recognized intangible asset under FAS
142 and the period of expected cash flows used to measure the fair value of the
asset under FAS 141(R) and other applicable accounting
literature.  FSP FAS 142-3 was effective for financial statements
issued for fiscal years beginning after December 15, 2008, which for the Company
was the fiscal year beginning January 1, 2009.  The Company adopted
FAS 142-3 at January 1, 2009, however the adoption of this statement did not
have a material effect on its financial results.
 
 FAS
141(R)
 In
December 2007, the FASB issued FAS 141 (revised 2007), Business Combinations("FAS
141(R)"). FAS 141(R) significantly changes the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, preacquisition contingencies, transaction costs, in-process
research and development and restructuring costs. In addition, under FAS 141(R),
changes in an acquired entity's deferred tax assets and uncertain tax positions
after the measurement period will impact income tax expense. This standard will
change accounting treatment for business combinations on a prospective basis.
FAS 141(R) was effective for financial statements issued for fiscal years and
interim periods beginning after December 15, 2008, which for the Company was the
fiscal year beginning January 1, 2009.  The Company adopted FAS 141(R)
at January 1, 2009, however the adoption of this statement did not have a
material effect on its financial results.
 
 FAS
160
 In
December 2007, the FASB issued FAS 160 Noncontrolling Interests in
Consolidated Financial Statements, and simultaneously revised FAS 141
Business
Combinations.  This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, which for
the Company was the fiscal year beginning January 1, 2009. An entity may not
adopt the policy before the transitional date.  The Company adopted FAS 160
at January 1, 2009, however the adoption of this statement did not have a
material effect on its financial results.
  25
  Live
Current Media Inc. (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Recently
Adopted Accounting Pronouncements (continued)
 
 FAS
157
 In
September 2006, the FASB issued FAS 157, Fair Value
Measurements.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements.  This
standard does not require any new fair value measurements.
 
 In 2008,
the Company adopted FAS 157 for financial assets and liabilities recognized at
fair value on a recurring basis. The adoption did not have a material effect on
its financial results. The disclosures required by FAS 157 for financial assets
and liabilities measured at fair value on a recurring basis as at December 31,
2008 are included in Note 4.
 
 In
February 2008, the FASB issued FSP FAS 157-2, which delays the effective date of
FAS 157 to fiscal years beginning after November 15, 2008 for nonfinancial
assets and nonfinancial liabilities, except for those items that are recognized
or disclosed at fair value in the financial statements on a recurring basis,
which for the Company was the fiscal year beginning January 1,
2009.
 
 The
Company applied the requirements of FAS 157 for fair value measurements of
financial and nonfinancial assets and liabilities not valued on a recurring
basis at January 1, 2009.  The adoption of this statement did not have
a material effect on its financial reporting and disclosures.
 
 In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for that Asset is Not Active, which
clarifies the application of FAS 157 in determining the fair value of a
financial asset when the market for that asset is not active.  FSP FAS
157-3 is effective as of the issuance date and has not affected the valuation of
its financial assets.
 
 NOTE
4 – FINANCIAL INSTRUMENTS
 
 Interest
rate risk exposure
 The
Company currently has limited exposure to any fluctuation in interest
rates.
 
 Foreign
exchange risk
 The
Company is subject to foreign exchange risk for sales and purchases denominated
in foreign currencies. Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar. The Company does not actively manage this
risk.
 
 Concentration
of credit risk
 Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist primarily of cash and cash equivalents, trade accounts receivable
and receivable from sales-type lease.  The Company limits its exposure
to credit loss by placing its cash and cash equivalents on deposit with high
credit quality financial institutions. Receivables arising from sales to
customers are generally immaterial and are not collateralized. Management
regularly monitors the financial condition of its customers to reduce the risk
of loss.
 
 Fair
values of Financial Instruments
 As
described in Note 3, the Company adopted all provisions of FAS 157 as of January
1, 2009.  FAS 157 defines fair value, establishes a consistent
framework for measuring fair value, and expands disclosures for each major asset
and liability category measured at fair value on either a recurring or
nonrecurring basis. FAS 157 clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants. As
such, fair value is a market-based measurement that should be determined based
on assumptions that market participants would use in pricing an asset or
liability. As a basis for considering such assumptions, FAS 157 establishes a
three-tier fair value hierarchy which prioritizes the inputs used in measuring
fair value as follows:
  26
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
   NOTE
4 – FINANCIAL INSTRUMENTS (continued)
 
 Fair
values of Financial Instruments (continued)
 
 Level 1 -
observable inputs such as quoted prices in active markets for identical assets
and liabilities;
 
 Level 2 -
observable inputs such as quoted prices for similar assets or liabilities in
active markets, quoted prices for identical or similar assets or liabilities in
markets that are not active, other inputs that are observable, or can be
corroborated by observable market data; and
 
 Level 3 -
unobservable inputs for which there are little or no market data, which require
the reporting entity to develop its own assumptions.
 
 The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, receivable from sales-type lease, accounts payable, amounts payable
to the BCCI and IPL, bonuses payable, amounts due to shareholders of Auctomatic
and warrants.  The Company did not elect to value its financial assets
or liabilities in accordance with FAS 159. The Company believes that the
recorded values of all of its financial instruments approximate their fair
values because of their nature and respective durations.
 NOTE
5 – NON-CONTROLLING INTEREST
 
 The
Company currently holds 98.2% (December 31, 2008 – 98.2%) of the issued and
outstanding shares of its principal operating subsidiary, DHI.  During
Q1 2008, DHI issued 40,086,645 shares to Live Current Media Inc. at fair value
in exchange for a conversion of intercompany debt of $3,000,000, therefore
diluting the non-controlling interest by 3.3%. This conversion was accounted for
using the purchase method, resulting in an increase to goodwill of $66,692, and
a credit against the non-controlling interest of $51,506 charged to income
during the quarter ended March 31, 2008.
 
 The
continued losses of DHI have resulted in a debit balance of $24,007 in the NCI
balance at March 31, 2009.
 
 NOTE
6 – GLOBAL CRICKET VENTURE
 
 Memoranda
of Understanding
 On April
17, 2008, the Company signed a Memorandum of Understanding (“MOU” or “Original
MOU”) with the Board of Control for Cricket in India (“BCCI”) and the DLF Indian
Premier League (“IPL”).  The MOU started the Company’s planned
exploitation of its cricket.com domain name.
 
 Certain
other subsidiaries and ventures have been incorporated or formed to further this
business opportunity, however none of them have significant assets or operations
to date, nor have any material binding contracts been signed.
 
 The
Company incurred approximately $227,000 during the first quarter of 2009 and
$1.47 million during the year ended December 31, 2008, in furtherance of this
plan, included in corporate marketing, management fees and employee salaries,
and corporate general and administrative expenses.  The Company also
incurred $750,000 of liabilities in aggregate to the BCCI and IPL in respect of
exclusive online content rights agreements as at March 31, 2009.  As
the plan to exploit cricket.com was in its early stages, all expenditures were
charged to operations.
 
 In March
2009 the Company and the BCCI terminated the BCCI MOU and the Company
transferred and assigned all of its interest in the IPL MOU to GCV, which
assumed the liabilities in accordance with the terms of a
Novation.  In August 2009, GCV and DHI transferred and assigned all of
its interests in the project, including the ownership of the cricket.com domain
name, for cash and assumption by the third party of all past and future
liabilities of GCV arising from the original MOU, as it was amended by the
Novation.  Refer to Note 19.
 
 We
accounted for our economic obligations to the BCCI and IPL based on the schedule
of payments defined by the MOUs by accruing individual payments as liabilities
based on the payment schedule, and expensed such payments in the related period
as a current expense as the minimum guaranteed payments owing to the BCCI and
IPL had no future benefit to the Company.
  27
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
   NOTE
7 – MERGER AGREEMENT
 
 On March
25, 2008, the Company and its wholly owned subsidiary, Communicate.com Delaware,
Inc. (“Delaware”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Entity, Inc., a Delaware corporation,
(“Auctomatic”).
 
 The
Merger Agreement closed on May 22, 2008 (the “Closing Date”).  In
connection with the Merger Agreement, the stockholders of Auctomatic received in
total (i) $2,000,000 cash minus $152,939 in certain assumed liabilities and (ii)
1,000,007 shares of common stock of the Company (equal to $3,000,000 divided by
$3.00 per share, the closing price of the Company’s common stock on the business
day immediately preceding the Closing Date) in exchange for all the issued and
outstanding shares of Auctomatic.
 
 The
consideration was payable as follows: (i) 340,001 shares, or 34%, of the common
stock and (ii) $1,200,000 less $152,939 in assumed liabilities.  An
additional 246,402 shares of common stock were issued and shall be distributed
in equal amounts to the Auctomatic shareholders on each of the first, second and
third anniversaries of the Closing Date. The remaining $800,000 of the total
Cash Consideration was to be distributed on the first anniversary of the Closing
Date.  All amounts of cash and common stock are to be distributed pro
rata among the Auctomatic Stockholders.
 
 The
distribution of the remaining 413,604 shares of the common stock payable on the
first, second and third anniversaries of the Closing Date to the Auctomatic
founders is subject to their continuing employment with the Company or a
subsidiary on each Distribution Date.  As these shares are contingent
on future employment, they are considered contingent consideration and are
required to be accounted for under FAS 123(R) as stock-based
compensation.  In the first quarter of 2009, one of the founders
resigned from Live Current, and therefore the distribution of 137,868 shares of
the common stock on the first, second and third anniversaries will no longer be
payable.  The remaining 275,736 shares of the common stock owing to
the other founders remain payable on the anniversary dates as noted
above.  See also Note 11 and Note 19.
 
 At May
22, 2008, the present value of the amounts payable in cash to shareholders of
Auctomatic on the first anniversary of the closing date was
$640,000.  In the first quarter of 2009, the present value discount
was accreted by $40,000 (2008 - $96,700), leaving a present value remaining at
March 31, 2009 of $776,700.
 
 At March
31, 2009, $53,099 of cash owing at closing has yet to be paid to one of the
Auctomatic shareholders.  This payment was made subsequent to quarter
end.  As a result, amounts payable to shareholders of Auctomatic
totaled $829,799.
 
 The
purchase price to affect the merger was allocated as following on the Closing
Date:
 
 Purchase
      Price PaidCash
      (net of assumed liabilities)
              
              $
              1,046,695Transaction
      Costs
              
              
              387,358Cash
      consideration for Auctomatic
              
              
              1,434,053Present
      value of shares of common stock paid and payable to shareholders of
      Auctomatic
              
              
              1,248,865Present
      value of amounts payable to shareholders of Auctomatic
              
              
              640,000Total
              
              $
              3,322,918
  28
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
7 – MERGER AGREEMENT (continued)
 
 Net
      Assets AcquiredAssetsCash
              
              $
              3,066Share
      subscriptions receivable
              
              
              780Computer
      hardware
              
              
              7,663Auction
      software
              
              
              925,000Goodwill
              
              
              2,539,348Less
      LiabilitiesAccounts
      payable and accrued liabilities
              
              
              (85,622
              )Loan
      payable
              
              
              (67,317
              )Net
      Assets Acquired
              
              $
              3,322,918
 
 To show
effect to the merger of Auctomatic and Delaware as if the merger had occurred on
January 1, 2008, the pro forma information for the nine months ended December
31, 2008 would have resulted in revenues that remain unchanged from those
reported in the consolidated financial statements, no cumulative effect of
accounting changes, and income before extraordinary items and net income which
both would have decreased by $106,035.  See Note 19.
 NOTE
8 – PROPERTY & EQUIPMENT
 
 March
      31, 2009 (as Restated)
              
              Cost
              
              
              Accumulated
      Amortization
              
              
              Net
      Book ValueOffice
      Furniture and Equipment
              
              $
              165,868
              
              
              $
              37,532
              
              
              $
              128,336Computer
      Equipment
              
              
              103,493
              
              
              
              55,348
              
              
              
              48,145Computer
      Software
              
              
              27,276
              
              
              
              17,048
              
              
              
              10,228Auction
      Software
              
              
              925,000
              
              
              
              256,944
              
              
              
              668,056Leasehold
      Improvements
              
              
              142,498
              
              
              
              49,874
              
              
              
              92,624$
              1,364,135
              
              
              $
              416,746
              
              
              $
              947,389
 
 December
      31, 2008 (as Restated)
              
              Cost
              
              
              Accumulated
      Amortization
              
              
              Net
      Book ValueOffice
      Furniture and Equipment
              
              $
              165,868
              
              
              $
              30,778
              
              
              $
              135,090Computer
      Equipment
              
              
              100,789
              
              
              
              51,554
              
              
              
              49,235Computer
      Software
              
              
              27,276
              
              
              
              13,638
              
              
              
              13,638Auction
      Software
              
              
              925,000
              
              
              
              179,861
              
              
              
              745,139Leasehold
      Improvements
              
              
              142,498
              
              
              
              42,749
              
              
              
              99,749$
              1,361,431
              
              
              $
              318,580
              
              
              $
              1,042,851
  29
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
9 – WEBSITE DEVELOPMENT COSTS
 
 Website
development costs are related to infrastructure development of various websites
that the Company operates.  In previous years, costs qualifying for
capitalization were immaterial and therefore were expensed as
incurred.  Website maintenance, training, data conversion and business
process reengineering costs are expensed in the period in which they are
incurred.  Costs incurred in the application development phase are
capitalized, and when the related websites reach the post-implementation
operating phase, the Company begins amortizing these costs on a straight-line
basis over 36 months beginning in the month following the implementation of the
related websites.
  March
      31,
                2009
                (As
      Restated)
              
              
              December
      31,
                2008
                (As
      Restated)Website
      Development Costs
              
              $
              430,233
              
              
              $
              405,001Less:
      Accumulated Amortization
              
              
              (82,172
              )
              
              
              (49,610
              )$
              348,061
              
              
              $
              355,391
 
 During
the quarter, the Company capitalized website development costs of
$25,231.
 NOTE
10 – DEFERRED LEASE INDUCEMENTS
 
  March
      31,
                2009
                (As
      Restated)
              
              
              December
      31,
                2008
                (As
      Restated)Deferred
      Lease Inducements
              
              $
              70,483
              
              
              $
              75,518Less:
      Current Portion
              
              
              (20,138
              )
              
              
              (20,138
              )$
              50,345
              
              
              $
              55,380
 
 NOTE
11 – COMMON STOCK
 
 a) Authorized
 
 The
authorized capital of the Company consists of 50,000,000 common shares with a
par value of $0.001 per share. No other shares have been
authorized.
 
 b) Issued
 
 At March
31, 2009, there were 23,906,445 (December 31, 2008 – 23,546,370) shares issued
and outstanding.
  2009
  On
January 2, 2009, the Company issued 15,000 shares with a value of $5,700 to the
investor relations firm that was engaged to provide investor relations services
to the Company.  This was the Company’s final share issuance to this
investor relations firm.  The agreement has since been
terminated.
  On
January 8, 2009, the Company entered into an agreement whereby $120,776 of its
accounts payable were extinguished in exchange for the issuance of 345,075
shares of its common stock.  As a result of this agreement, 172,538
shares were issued on January 22, 2009 and 172,537 shares were issued on
February 20, 2009.
  30
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
 NOTE
11 – COMMON STOCK (continued)
 
 b) Issued
(continued)
 
 2008
  The
Company issued 50,000 warrants to an investor relations firm in May 2008, and
expensed $45,500 in relation to the value of the warrants.  See also
Note 11(e).
  In June
2008, the Company issued 586,403 shares of common stock in relation to the May
22, 2008 merger with Auctomatic.  Of those total issued shares,
340,001 shares were distributed to the shareholders and an additional 246,402
shares are being held for future distribution in three equal installments on the
next three anniversary dates of the merger pursuant to the terms of the merger
agreement.  The value of the stock consideration was added to the cash
consideration in the Company’s determination of the purchase
price.  See also Note 7.  The remaining 413,604 shares of
common stock are reserved for future issuance to the Auctomatic founders and are
being accounting for as stock-based compensation pursuant to FAS
123(R).  See also Note 11(c) and Note 11(d).
  In May
and June 2008, the Company issued 45,000 shares to an investor relations firm
that had been engaged to provide investor relations services to the
Company.  Of the 45,000 shares, 30,000 shares with a value of $85,350
were issued as partial consideration for services rendered, while the remaining
15,000 shares with an estimated value of $42,300 were recorded as a prepaid
expense in June 2008 for services to be rendered in July 2008.  In
July 2008, this amount was revalued to $36,573 based on the July average stock
price and expensed with the difference between the estimated and actual values
adjusted to Additional Paid-In Capital.
  In August
2008, the Company issued 33,000 shares to an investor relations firm that had
previously been engaged to provide investor relations services to the
Company.  The contract with this former investor relations firm
terminated August 1, 2008.  The 33,000 shares owing to the firm had a
value of $85,682 and were issued as full consideration for services
rendered.
  In August
and September 2008, the Company issued 30,000 shares to an investor relations
firm that had been engaged to provide investor relations services to the
Company.  These shares, which were valued at $57,254, were issued as
partial consideration for services rendered during the year.
  In
October 2008, the Company cancelled 300,000 shares of common stock that had been
pre-maturely issued in a prior year in anticipation of a transaction that was
never consummated.
  During
November 2008, the Company accepted subscriptions from 11 accredited investors
pursuant to which the Company issued and sold 1,627,344 units consisting of one
share of the Company’s common stock and two warrants, each for the purchase of
one-half a share of common stock.  The price per unit was
$0.65.  The Company raised gross proceeds of $1,057,775 (the
“Offering”). The private placement closed on November 19, 2008.  One
warrant is exercisable at $0.78 (a 20% premium) and expires November 19,
2010.  The other warrant is exercisable at $0.91 (a 40% premium) and
expires November 19, 2011.  The Company incurred $86,803 in share
issuance costs related to the private placement.  The Company filed an
S-1 Registration Statement with the SEC on May 1, 2009 to register for resale
the common stock and the common stock underlying the warrants.  The
securities were offered and sold by the Company to accredited investors in
reliance on Section 506 of Regulation D of the Securities Act of 1933, as
amended.  Refer to Note 11(e).
  In
December 2008, the Company extinguished $16,500 of accounts payable by issuing
33,000 shares to the investor relations firm that had previously been engaged to
provide investor relations services to the Company.
  In
October, November and December 2008, the Company issued 45,000 shares to an
investor relations firm that had been engaged to provide investor relations
services to the Company.  These shares, which were valued at $39,000,
were issued as partial consideration for services rendered.
  31
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
 NOTE
11 – COMMON STOCK (continued)
 
 c) Reserved
 
 At
December 31, 2008, the Company had reserved 413,604 shares of common stock for
future issuance and distribution in relation to the May 22, 2008 merger with
Auctomatic. These shares were to be issued to the Auctomatic founders in three
equal instalments on the next three anniversary dates of the merger contingent
on their continued employment with the Company pursuant to the terms of the
merger agreement. In the first quarter of 2009, one of the Auctomatic founders
resigned from the Company. As a result, 137,868 shares reserved for distribution
to this individual were released and are no longer payable.  Pursuant
to the release, the balance of reserved shares of common stock for future
issuance and distribution is 275,736.  See also Note 7 and Note
11(d).
  In June
2009, the Company issued 91,912 of these reserved shares to the remaining two
Auctomatic founders pursuant to the Merger Agreement.  These shares
were to be issued on the first anniversary date of the merger.  In
August 2009, the remaining two Auctomatic founders were terminated and the
shares of common stock contingent on their continued employment with the Company
were forgone pursuant to separation agreements signed with the two
individuals.  Refer to Note 19.
  Effective
January 31, 2009, the Company’s former President and Chief Operating Officer
resigned.  Pursuant to his separation agreement, the Company is
required to pay an accrued special bonus in the amount of CAD$250,000 less any
statutory deductions.  The net payment of this bonus will be converted
to equity and paid as restricted shares of the Company’s common
stock.  As the number of shares of common stock is not fixed on any
specific share price, it is not possible to quantify the number of shares that
will have to be issued to pay the net amount of this bonus.
 
 d) Stock
Options
 
 The Board
of Directors and stockholders approved the 2007 Stock Incentive Plan and adopted
it August 21, 2007 (the “Plan”).  The Company has reserved 5,000,000
shares of its common stock for issuance to directors, employees and consultants
under the Plan.  The Plan is administered by the Board of
Directors.  Vesting terms of the options range from immediately to
five years and no options will be exercisable for a period of more than ten
years.
  All stock
options noted herein vest over three years and are exercisable for a period of
five years based on the date of grant.  The Company historically
valued the options granted to employees and directors using the Black Scholes
option pricing model at the date of grant.  The Company values the
options to consultants at each reporting period under FAS 123(R) for
non-employees using the Black Scholes option pricing model.  The
assumptions used in the pricing model include:
  2009
                (as
      Restated)
              2008
                (As
      Restated)Dividend
      yield
              0%
              0%Expected
      volatility
              97.2%
              64.86%-75.68%Risk
      free interest rate
              1.44%
              1.62%
      - 3.07%Expected
      lives
              3.375
      years
              3.375
      years
  (i)
              On
      January 1, 2008, the Company granted to its Chief Corporate Development
      Officer (“CCDO”) 1,000,000 options at an exercise price of $2.06 per
      share.  These options have a fair value of $1.26 per option
      granted.
 
 (ii)
              On
      January 7, 2008, the Company granted to its Vice President, Finance (“VP
      Finance”) 150,000 options at an exercise price of $1.98 per
      share.  These options have a fair value of $1.20 per option
      granted.
 
 (iii)
              On
      March 14, 2008, the Company granted to a director 100,000 options at an
      exercise price of $2.49 per share.  These options have a fair
      value of $1.40 per option granted.
 32
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
  NOTE
11 – COMMON STOCK (continued)
 
 d) Stock Options
(continued)
 
 (iv)
              On
      May 27, 2008, the Company granted to its Vice President, General Counsel
      (“VP GC”) 125,000 options at an exercise price of $3.10 per
      share.  These options have a fair value of $1.71 per option
      granted.
 
 (v)
              Between
      January 1, 2008 and December 31, 2008, the Company granted to its
      full-time corporate directors a total of 425,000 options at a range of
      exercise prices between $2.06 and $3.30 per share.  These
      options have a fair value of between $1.26 and $1.92 per option
      granted.  25,000 of these options were forfeited during 2008,
      and an additional 100,000 options were forfeited in the first quarter of
      2009.  Subsequent to March 31, 2009, the remaining 300,000
      options were forfeited.
 
 (vi)
              Between
      January 1, 2008 and December 31, 2008, the Company granted to its
      full-time employees a total of 290,000 options at a range of exercise
      prices between $0.65 and $3.10 per share.  These options have a
      fair value of between $0.30 and $1.71 per option
      granted.  17,500 of these options have been forfeited during
      2008, and an additional 92,500 options were forfeited in the first quarter
      of 2009.  Subsequent to March 31, 2009, 25,000 options were
      forfeited.
 
 (vii)
              Between
      January 1, 2008 and December 31, 2008, the Company granted to consultants
      a total of 70,000 options at exercise prices ranging from $2.06 to $2.49
      per share.  All of these options were forfeited during
      2008.
 
 (viii)
              On
      March 25, 2009, the Board of Directors approved a reduction of the
      exercise price of stock option grants made prior to this
      date.  As a result, all grants issued prior to March 25, 2009
      currently have an exercise price of $0.65.  The stock option
      grants included in the repricing initially had exercise prices between
      $0.65 and $3.30.  The incremental value of $213,895 relating to
      the fair values at the date of the reduction in price has been included in
      the period expense.
 
 (ix)
              On
      March 25, 2009, the Company granted to its full-time employees a total of
      115,000 options at an exercise price of $0.30 per share.  These
      options have a fair value of $0.19 per option
      granted.  Subsequent to March 31, 2009, 100,000 options were
      forfeited.
 
 The
Company recognizes stock-based compensation expense over the requisite service
period of the individual grants, which generally equals the vesting period. FAS
123(R) requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those
estimates. Due to recent economic developments, the Company has experienced
a high level of forfeitures during late 2008 and early 2009. The Company
assesses forfeiture rates for each class of grantees; executive management and
directors, corporate directors, and general staff members.  Executive
management and directors are relatively few in number and turnover is considered
remote, therefore the Company estimates forfeitures for this class of grantees
to be 10%. Corporate directors are high level senior staff members with a
forfeiture rate of 25% and general staff members have a higher forfeiture rate
due to higher average turnover rates at 35%. Estimate of forfeitures is reviewed
on an annual basis. Stock-based compensation is expensed on a straight-line
basis over the requisite service period.
  The fair
value of these options at March 31, 2009 of $5,096,398 (2008 - $5,824,833) will
be recognized on a straight-line basis over a vesting term of 3 years and
accordingly an expense of $542,013 has been recognized in the quarter ended
March 31, 2009 (year ended December 31, 2008 - $1,992,461) and included in
management fees and employee salaries expense.
  On May
22, 2008, the Company reserved 413,604 shares of common stock for future
issuance and distribution in relation to the merger with Auctomatic. These
shares were to be issued to the Auctomatic founders in three equal instalments
on the next three anniversary dates of the merger contingent on their continued
employment with the Company pursuant to the terms of the Merger Agreement. As
these shares are contingent on future employment, they are considered contingent
consideration and are required to be accounted for under FAS 123(R) as
stock-based compensation. During the first quarter of 2009, 137,868 of these
shares were forfeited. See also Note 7. All such shares have been valued at the
date of grant using a 3 year term and 33% forfeiture rate. The Company assesses
forfeiture rates for these shares consistent to its analysis of granted options.
The Auctomatic founders are considered corporate directors, along with some
other employees. The forfeiture rate of 33% among Auctomatic founders alone is
consistent with a 25% forfeiture rate for the whole class of corporate
directors.
 33
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 
  NOTE
11 – COMMON STOCK (continued)
 
 d) Stock Options
(continued)
 
 The
$827,208 value of these shares will be recognized on a straight-line basis over
a vesting term of 3 years at date of grant and accordingly, an expense has been
recognized in the first quarter of 2009 of $68,330 (year ended December 31, 2008
- $170,065) and included in management fees and employee salaries
expense.
  A summary
of the option activity under the 2007 Plan during 2008 and 2009 is presented
below:
 
 Options
              
              Shares
              
              
              Weighted
      Average
                Exercise
      Price
                $
              
              
              Weighted
      Average Fair Value
                $Options
      outstanding, December 31, 2007
              
              
              2,750,000
              
              
              
              1.41
              
              
              
              1.50Granted
              
              
              2,160,000
              
              
              
              0.81
              
              
              
              1.36Exercised
              
              
              -
              
              
              
              -
              
              
              
              -Cancelled
      or expired
              
              
              112,500
              
              
              
              2.29
              
              
              
              0.47Options
      outstanding, December 31, 2008
              
              
              4,797,500
              
              
              
              1.12
              
              
              
              1.46Granted
              
              
              115,000
              
              
              
              0.30
              
              
              
              0.19Exercised
              
              
              -
              
              
              
              -
              
              
              
              -Cancelled
      or expired
              
              
              1,692,500
              
              
              
              1.98
              
              
              
              1.46Options
      outstanding, March 31,2009
              
              
              3,220,000
              
              
              
              0.64
              
              
              
              1.42Options
      vested at March 31, 2009
              
              
              1,093,333
              
              
              
              0.65
              
              
              
              1.45Aggregate
      Intrinsic Value
              
              
              $5,750Weighted
      average remaining life
              
              3.75
      Years
 
 e) Common Stock
Purchase Warrants
 
 On May 1,
2008, the Company issued 50,000 common stock share purchase warrants with an
exercise price of $2.33 to its investor relations firm in connection with a
services agreement.  The warrants expire May 1, 2010.  The
Company valued these options using the Black Scholes option pricing model using
the following assumptions: no dividend yield; expected volatility rate of
69.27%; risk free interest rate of 2.37% and an expected life of 2 years
resulting in a fair value of $0.91 per warrant granted, and a total fair value
of $45,500.
  In
connection with the private placement in November 2008, the Company issued
1,627,344 warrants for the purchase of one-half share of the Company’s common
stock with an exercise price of $0.78 expiring November 19, 2010 and 1,627,344
warrants for the purchase of one-half share of the Company’s common stock with
an exercise price of $0.91 expiring November 19, 2011.  The Company
valued the warrants expiring November 19, 2010 using the Black Scholes option
pricing model using the following assumptions: no dividend yield; expected
volatility rate of 75.24%; risk free interest rate of 1.09% and an expected life
of 1 year.  This resulted in a fair value of $0.09 per
warrant.  The Company valued the warrants expiring November 19, 2011
also using the Black Scholes option pricing model using the following
assumptions: no dividend yield; expected volatility rate of 70.53%, risk free
interest rate of 1.36% and an expected life of 2 years.  This resulted
in a fair value of $0.10 per warrant.  The total fair value of both
warrants at November 19, 2008 and December 31, 2008 was $157,895.  The
warrants issued are contingently redeemable in cash in certain circumstances
which may not all be within the Company’s control.  As a result, the
accounting treatment for the warrants falls under EITF 00-19, and their fair
value of $157,895 was recorded as a liability at November 19,
2008.  Any future changes to the fair value of the warrants will be
adjusted to the statement of operations in the period in which the change in
fair value occurs.  The total fair value of both warrants at March 31,
2009 was $242,704 (December 31, 2008 - $157,895) and therefore the $84,809
change in fair value has been charged to the consolidated statements of
operations in the period.
  34
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
11 – COMMON STOCK (continued)
 
 e) Common Stock
Purchase Warrants (continued)
 
 As of
March 31, 2009, 4,304,688 warrants to purchase the Company’s common stock remain
outstanding as follows:
 
 WeightedWarrants
              
              Outstanding
              
              
              Average
              
              
              Date
      ofExercise
      Price
              
              
              Expiry$Warrants
      outstanding, December 31, 2007
              
              
              1,000,000
              
              
              
              1.25
              
              
              June
      10, 2009Granted
      May 1, 2008
              
              
              50,000
              
              
              
              2.33
              
              
              May
      1, 2010Granted
      November 19, 2008
              
              
              1,627,344
              
              
              
              0.78
              
              
              November
      19, 2010Granted
      November 19, 2008
              
              
              1,627,344
              
              
              
              0.91
              
              
              November
      19, 2011Cancelled
      or expired
              
              
              -
              
              
              
              -Warrants
      exercisable December 31, 2008and
      March 31, 2009
              
              
              4,304,688
              
              
              
              0.96Weighted
      average remaining life
              
              1.67
      Years
 
 NOTE 12 – DOMAIN NAME LEASES AND
SALES
 
 2009
 
 On
February 27, 2009 (the “Effective Date”), the Company entered into an agreement
to lease one domain name to an unrelated third party for
$1,250,000.  The terms of the agreement provided for the receipt of
this amount in irregular lease payments over a one-year term.  The
first payment of $225,000 was due within 7 days of the Effective Date, $65,000
was due on each of the first to the fifth monthly anniversaries of the Effective
Date, $100,000 was due on each of the sixth to the ninth monthly anniversaries
of the Effective Date, and $300,000 was due on the first year anniversary of the
Effective Date.  The Company was to lease the domain name to the
purchaser exclusively during the term of the agreement.  Title and
rights to the domain name would be transferred to the purchaser only when full
payment is received at the end of the lease term.  If the purchaser
defaults on any payments, the agreement terminates, funds received to date are
forfeited by the purchaser, and rights to the domain name return to the
Company.  Due to the uncertainty regarding the collectibility of the
funds in the future, only the amounts received to date have been recorded as a
gain on sale of a domain name at quarter end.  When collectibility is
reasonably assured, the full gain on sale will be reflected in the Company’s
operations.  During the quarter, a resulting gain of $290,000 was
recorded. In May 2009, the purchaser breached the agreement, and the purchaser
forfeited a total of $355,000 that had already been paid to the Company as of
that date.  Under the terms of the agreement, the Company retained the
funds and the domain name.  See Note 19.
 
 On
February 24, 2009, the Company entered into an agreement to sell one domain name
to an unrelated third party for $400,000.  The title of the domain
name transferred to the buyer in March 2009 and the funds were received,
therefore the disposal and resulting gain of $327,933 was recorded during the
quarter.
 
 2008
 
 On
December 31, 2008, the Company entered into an agreement to sell one domain name
to an unrelated third party for CDN$500,000.  The terms of the
agreement provided for the receipt of CDN$476,190 on December 31, 2008 and the
balance of CDN$23,810 by March 31, 2009.  The title of the domain name
transferred to the buyer at December 31, 2008 as collection of the balance was
reasonably assured, therefore the disposal and resulting gain of USD$293,215 was
recorded on December 31, 2008.  Both payments were received in
accordance with the terms of the agreement.
  35
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE 12 – DOMAIN NAME LEASES AND SALES
(continued)
 
 2008
(continued)
 
 On
January 17, 2008, the Company entered into an agreement to lease one domain name
to an unrelated third party for CDN$200,000.  The terms of the
agreement provide for the receipt of this amount in five irregular lease
payments over a two-year term.  The first payment of CDN$25,000 was
due on January 17, 2008 (the “Effective Date”), CDN$45,000 was due 3 months
after the Effective Date, CDN$80,000 was due 6 months after the Effective Date,
CDN$25,000 is due 1 year after the Effective Date, and CDN$25,000 is due 2 years
after the Effective Date.  The Company will lease the domain name to
the third party exclusively during the term of the agreement.  Title
and rights to the domain name will be transferred to the purchaser only when
full payment is received at the end of the lease term.  If the third
party defaults on any payments, the agreement terminates, funds received to date
are forfeited by the lessee, and rights to the domain name return to the
Company.  This transaction was recorded as a sales-type lease in
2008.  The investment in a sales-type lease of $163,963 was recorded
on the balance sheet on a net basis after the lease payments received to
date.  The gain of $168,206 was recorded at the present value of the
lease payments over the term, net of the cost of the domain name, at an implicit
rate of 6%.  Payments have been collected to date in accordance with
the terms of the agreement.
 
 NOTE
13 – OTHER EXPENSES
 
 During Q1
of 2009, the Company incurred various restructuring costs of $264,904 consisting
of severance payments to the former President and Chief Operating Officer and to
other staff terminated in the first quarter as a result of restructuring the
Company’s staffing requirements.
 
 During Q1
of 2008, the Company incurred various restructuring costs totaling $629,856
relating to establishing the new management team.  During the period,
such costs included severance payments to the Company’s former Chief Financial
Officer of $168,429, $25,657 in consulting fees to the  former Chief
Financial Officer, $317,109 in signing bonuses to the Company’s new Chief
Corporate Development Officer and new Vice President Finance, a severance
payment of $53,582 to one full time employee, $39,778 in costs related to
changing the Company name and rebranding, and $25,301 in some final windup costs
related to the FrequentTraveller disposition in late 2007.
 
 NOTE
14 – INCOME TAXES
 
 The
Company’s subsidiaries, DHI, Acadia, Importers, and 612793 are subject to
federal and provincial taxes in Canada.  The Company and its
subsidiary, Delaware, are subject to United States federal and state
taxes.
 
 As at
March 31, 2009, the Company and its US subsidiaries have net operating loss
carryforwards from previous tax years of approximately $4,138,000 and capital
loss carryforwards of $120,000 that result in deferred tax
assets.  The Company’s Canadian subsidiaries have non capital loss
carryforwards of approximately $6,187,000 that result in deferred tax
assets.  These loss carryforwards will expire, if not utilized,
through 2028.  The Company’s subsidiary DHI also has approximately
$896,300 in undepreciated capital costs relating to property and equipment that
have not been amortized for tax purposes.  The costs may be amortized
in future years as necessary to reduce taxable income.  Management
believes that the realization of the benefits from these deferred tax assets is
uncertain and accordingly, a full deferred tax asset valuation allowance has
been provided and no deferred tax asset benefit has been recorded.
 
 The
Company has a deferred tax liability related to potential taxes owing on
potential gains on disposal of its domain name intangible
assets.  GAAP does not permit taxable temporary differences associated
with indefinite life intangible assets to be considered as evidence to otherwise
reduce a valuation allowance associated with deductible timing differences in
the same entity.  The Company has recorded a related deferred tax
liability in its consolidated balance sheets at March 31, 2009 and December 31,
2008.
 
 There has
been no substantial change in the effective tax rate since December 31,
2008.
  36
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
  NOTE
15 – SEGMENTED INFORMATION
 
 In 2008
and 2009, the Company’s operations were conducted in two business segments;
eCommerce Products, and Advertising and Other.
 
 During
2008, the Company began offering international shipping on its Perfume.com
website.  The operations from Perfume.com are included as the
eCommerce Products business segment.  The sales generated from regions
other than North America have been immaterial during the quarter ended March 31,
2009 as well as the year ended December 31, 2008, and therefore no geographic
segment reporting is required.
 
 Revenues,
operating profits and net identifiable assets by business segments are as
follows:
  eCommerce
                
                
                Advertising
                
                
                TotalProducts
                
                
                and
      OtherFor
      the quarter ended March 31, 2009 (as Restated)
                
                
                $
                
                
                
                $
                
                
                
                $Revenue
                
                
                1,720,167
                
                
                
                32,215
                
                
                
                1,752,382Segment
      Loss From Operations
                
                
                (971,639
                )
                
                
                (773,592
                )
                
                
                (1,745,231
                )As
      at March 31, 2009 (as Restated)
                
                
                $
                
                
                
                $
                
                
                
                $Total
      Assets
                
                
                4,270,912
                
                
                
                2,023,457
                
                
                
                6,294,369Intangible
      Assets
                
                
                158,849
                
                
                
                1,398,418
                
                
                
                1,557,267eCommerce
                
                
                Advertising
                
                
                TotalProducts
                
                
                and
      OtherFor
      the quarter ended March 31, 2008 (as Restated)
                
                
                $
                
                
                
                $
                
                
                
                $Revenue
                
                
                1,820,643
                
                
                
                27,836
                
                
                
                1,848,479Segment
      Loss From Operations
                
                
                (1,695,960
                )
                
                
                (657,891
                )
                
                
                (2,353,851
                )As
      at March 31, 2008 (as Restated)
                
                
                $
                
                
                
                $
                
                
                
                $Total
      Assets
                
                
                5,840,263
                
                
                
                1,812,190
                
                
                
                7,652,453Intangible
      Assets
                
                
                189,047
                
                
                
                1,436,834
                
                
                
                1,625,881
 
 The
reconciliation of the segment loss from operations to net loss as reported in
the consolidated financial statements is as follows:
  For
      the quarter
                ended
                March
      31, 2009
              
              
              For
      the quarter
                ended
                March
      31, 2008(As
      Restated)
              
              
              (As
      Restated)(unaudited)
              
              
              (unaudited)Segment
      Loss
              
              $
              (1,745,231
              )
              
              $
              (2,353,851
              )Non-Operating Income
      (Expenses)Global
      Cricket Venture recovery
              
              
              250,000
              
              
              
              -Gains
      from sales and sales-type lease of domain names
              
              
              617,933
              
              
              
              168,206Accretion
      interest expense
              
              
              (40,000
              )
              
              
              -Interest
      and investment income
              
              
              890
              
              
              
              42,498Non-controlling
      interest
              
              
              -
              
              
              
              51,506Net
      loss for the period
              
              $
              (916,408
              )
              
              $
              (2,091,641
              )
 
 Substantially
all property and equipment and intangible assets are located in
Canada.
  37
  Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
16 – COMMITMENTS
 
 Premise
Lease
 
 Effective
October 1, 2007 the Company leased its office in Vancouver, Canada from an
unrelated party for a 5-year period from October 1, 2007 to September 30,
2012.  Pursuant to the terms of the lease agreement, the Company is
committed to basic rent payments expiring September 30, 2012 as
follows.
  CDN
      $2009
              87,4752010
              121,5312011
              126,8732012
              98,159
 
 The
Company will also be responsible for common costs currently estimated to be
equal to approximately 43% of basic rent.
 
 Cricket
Venture
 
 The
initial Memoranda with the BCCI and the IPL required the Company to pay both the
BCCI and the IPL minimum payments over the next ten years, beginning on October
1, 2008.  See Note 6.  On March 31, 2009, the Company was
released and discharged from all past and future minimum payments owing to the
IPL.
 
 The
Company signed the Mutual Termination Agreement with the BCCI effective March
31, 2009.  This agreement returns control of the BCCI website back to
the BCCI in exchange for the termination of the BCCI Memorandum signed in April
2008.  As a result, all rights, licenses, and benefits granted to Live
Current under that Memorandum revert to BCCI.  The agreement
constitutes full and final settlement of any and all historic and future
outstanding obligations due from Live Current under the BCCI
Memorandum.  Per the Mutual Termination Agreement, Live Current is
released from all accrued liabilities under the BCCI Memorandum, conditional on
a $750,000 payment to be made by July 1, 2009 by GCV under the Novation
Agreement explained below.
 
 The
Company signed the Novation Agreement with the BCCI and the GCV effective March
31, 2009.  This agreement releases and discharges Live Current from
the IPL Memorandum in full, including the amounts originally accrued for
payments owing on October 1, 2008 and January 1, 2009.  In addition,
the IPL Memorandum’s payment schedule has been amended as well.  There
are now no payments due on October 1, 2008, January 1, 2009 or April 1,
2009.  The first payment owing under the IPL Memorandum by the GCV are
$2,250,000 on July 1, 2009.  In August 2009, an unrelated third party
agreed to assume and be liable for all past and future obligations and
liabilities of GCV arising from the original MOU, as it was amended by the
Novation.  See Note 19.
 NOTE
17– CONTINGENCY
 
 A former
Chief Executive Officer of DHI commenced a legal action against DHI on March 9,
2000 for wrongful dismissal and breach of contract.  He is seeking, at
a minimum, 18.39% of the outstanding shares of DHI, specific performance of his
contract, special damages in an approximate amount of $30,000, aggravated and
punitive damages, interest and costs. On June 1, 2000, DHI filed a Defense and
Counterclaim against this individual claiming damages and special damages for
breach of fiduciary duty and breach of his employment contract. The outcome of
these legal actions is currently not determinable and as such the amount of
loss, if any, resulting from this litigation is presently not
determinable.  To date, there has been no further action taken by the
plaintiff since the filing of the initial legal action on March 9,
2000.
 38
 
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
18– RELATED PARTY TRANSACTIONS
 
 2009
 
 On March
1, 2009, the Company began charging $6,000 per month to a company controlled by
its Chief Executive Officer.  Live Current is providing this company
IT, administrative, and marketing support.  This arrangement allows
Live Current to share its resources while earning revenues for support
services.  The Company believes that the amount being paid represents
the fair market value of the services being provided.
  2008
  The
Company issued shares of common stock to related parties pursuant to private
placements 2008 as follows:
  On
November 19, 2008, the Company closed a private placement financing in which C.
Geoffrey Hampson, the Company’s Chief Executive Officer, invested
$126,750.  Mr. Hampson received 195,000 restricted shares of common
stock, two-year warrants to purchase 97,500 common shares at an exercise price
of $0.78, and three-year warrants to purchase 97,500 common shares at an
exercise price of $0.91.
  On
November 19, 2008, the Company closed a private placement financing in which
Jonathan Ehrlich, the Company’s then President and Chief Operating Officer,
invested $25,000.  Mr. Ehrlich received 38,461 restricted shares of
common stock, two-year warrants to purchase 19,230 common shares at an exercise
price of $0.78, and three-year warrants to purchase 19,230 common shares at an
exercise price of $0.91.
  On
November 19, 2008, the Company closed a private placement financing in which
Mark Melville, the Company’s Chief Corporate Development Officer, invested
$35,000.  Mr. Melville received 53,846 restricted shares of common
stock, two-year warrants to purchase 26,923 common shares at an exercise price
of $0.78, and three-year warrants to purchase 26,923 common shares at an
exercise price of $0.91.
  NOTE
19 – SUBSEQUENT EVENTS
 
 Global
Cricket Venture
 
 On March
31, 2009, the Company, its recently formed subsidiary GCV, the BCCI and the IPL
amended the MOUs.  The Company and the BCCI jointly entered into a
Termination Agreement, pursuant to which the BCCI Memorandum was
terminated.  The Company, Global Cricket Venture and the BCCI, on
behalf of the IPL, entered into a Novation Agreement with respect to the IPL
Memorandum.  Under the Novation Agreement, the $1 million owing at
December 31, 2008 was reduced to $500,000.  The responsibility for
this payment and the benefits associated with the MOU formerly held by the
Company were transferred to GCV.
 
 In August
2009, GCV transferred and assigned to an unrelated third party (“CricketCo”) all
of its rights, title, and interest in and to the original MOU with the IPL, as
the original MOU was amended by the Novation Agreement that was signed on March
31, 2009.  Pursuant to this agreement, CricketCo also agreed to assume
and be liable for all past and future obligations and liabilities of GCV arising
from the original MOU, as it was amended by the Novation.  The Company
has also agreed to sell the domain name cricket.com to a company related to
CricketCo whereby the Company will sell the cricket.com domain name, along with
the website, content, copyrights, trademarks, etc., for consideration of four
equal payments of $250,000.  The cricket.com domain name shall remain
the property of the Company until all payments have been made.  The
Company cannot determine the financial impact of this transaction at this
time.
  39
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
19 – SUBSEQUENT EVENTS (continued)
 
 Auctomatic
 
 In August
2009, the Company reached an agreement with twelve of the eighteen Auctomatic
shareholders to convert $424,934 of the $800,000 payable into a convertible
interest bearing note with a one year term. The payment due date is May 22,
2010.
 
 Also in
August 2009, the Company reached an agreement with the remaining two founders of
Auctomatic which terminates their employment.  Under their severance
agreements, the Company will repay the amounts owed under the Merger Agreement
at a 10% discount to face value and will record an additional $60,000 of
severance costs in Q3 of 2009 due to them under their employment agreements. In
consideration of these payments, these individuals have each agreed to forfeit
their rights to 91,912 shares of Live Current common stock that were due to be
issued to each of them in May 2010 and May 2011 under the Merger
Agreement.
 
 The
Company no longer has any intention of using the software as a platform for the
development of any of its domain names.  It has now adapted a
different platform for Perfume.com, and will use platforms developed by the
Company’s partners for Karate.com and likely any future
partnerships.  The Company believes that any resale value of the
software without the individuals who built it is minimal.  In Q1 of
2009, one founder of Auctomatic left the Company, and subsequent to Q2 of 2009,
the other two founders of Auctomatic were terminated.  The auction
software that was acquired pursuant to the Merger Agreement was developed by
these three founders.  As all founders of Auctomatic are no longer
employed, the Company no longer has any individuals who can understand or modify
the technology.  As a result, the Company believes that the auction
software is impaired and will write off its net book value of $590,973 at the
end of the second quarter of 2009.
 
 Employment
Severance Agreement
 
 Pursuant
to the terms and conditions of an employment severance agreement dated February
4, 2009 (the “COO Severance Agreement”) between the Company and its former
President and Chief Operating Officer (“COO”), the COO resigned as the Company’s
President and Chief Operating Officer and as an officer of the Company’s
subsidiaries effective January 31, 2009.  In June 2009, the Company
and the COO renegotiated the payment terms of the amounts under the COO
Severance Agreement.  As of September 1, 2009, the remaining severance
allowance and additional benefits to be paid shall be paid in equal semi-monthly
instalments over a remaining period of ten months instead of five months, and
therefore will continue through June 30, 2010.  In addition, the COO
deferred the net monthly equity payments that the Company was obligated to pay
him during the 2009 calendar year to December 31, 2009.
  40
 Live
Current Media Inc.
 (formerly
Communicate.com Inc.)
 Notes
to the Amended and Restated Consolidated Financial Statements
 For
the three months ended March 31, 2009
 (Unaudited)
 As
restated – Note 2
 NOTE
19 – SUBSEQUENT EVENTS (continued)
 
 Stock
Issuances
 
 On April
9, 2009, the Company entered into an agreement whereby $8,625 of its accounts
payable were extinguished in exchange for the issuance of 27,823 shares of its
common stock, which were issued on April 14, 2009.
 
 On June
17, 2009, the Company issued 45,956 shares of its common stock to each of the
two Auctomatic founders remaining employed with the Company as required under
the Merger Agreement, for a total of 91,912 shares.
 
 Stock
Option Plan
 
 In April
and May 2009, a total of 10,000 stock options were granted to two of the
Company’s full-time employees.  The options had exercise prices
between $0.30 and $0.35.
 
 On
September 1, a total of 75,000 stock options were granted to two of its
corporate directors at an exercise price of $0.22 per share.
 
 Sales
of Domain Names
 
 On April
15, 2009, the Company sold one domain name to a third party purchaser for
$400,000 less commission, and the purchase price was paid in full by April 29,
2009.
 
 In July
2009, the Company sold three domain names for $725,000 less commission and the
purchase prices were paid in full upon the execution of each
agreement.
 
 In August
2009, the Company sold the domain name www.cricket.com as
disclosed above.
 
 Also in
August 2009, the Company sold a domain name for $1,100,000 less commission. This
domain name had been previously sold to an unrelated party in February 2009,
however in May 2009 the purchaser breached the agreement and forfeited a total
of $355,000 that had already been paid to the Company as of that
date.  See Note 12.
 
 NOTE
20 – COMPARATIVE FIGURES
 
 Certain
comparative figures have been reclassified to conform to the basis of
presentation adopted in the current period.




41




Item 2: Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





(a) Forward
Looking Statements





The
Company makes forward-looking statements in this Amendment No. 2 and may make
such statements in future filings with the Securities and Exchange Commission.
The Company may also make forward-looking statements in its press releases or
other public shareholder communications. Its forward-looking statements are
subject to risks and uncertainties and include information about its
expectations and possible or assumed future results of operations. When
management uses any of the words “believes”, “expects”, “anticipates”,
“estimates” or similar expressions, it is making forward-looking
statements.





While
management believes that our forward-looking statements are reasonable, you
should not place undue reliance on any such forward-looking statements, which
speak only as of the date made.  Because these forward-looking
statements are based on estimates and assumptions that are subject to
significant business, economic and competitive uncertainties, many of which are
beyond management’s control or are subject to change, actual results could be
materially different. Factors that might cause such a difference include,
without limitation, the following: the Company’s inability to generate
sufficient cash flows to meet its current liabilities, its potential inability
to retain qualified management, sales and customer service personnel, the
potential for an extended decline in sales, the possible failure of revenues to
offset additional costs associated with any changes in our business model, the
potential lack of website acceptance, the Company’s potential inability to
introduce new products to the market, the potential loss of customer or supplier
relationships, the extent to which competition may negatively affect prices and
sales volumes or necessitate increased sales or marketing expenses, and the
other risks and uncertainties set forth in this Amendment No. 2.





Other
factors not currently anticipated by management may also materially and
adversely affect our results of operations.  Except as required by
applicable law, management does not undertake any obligation to publicly release
any revisions which may be made to any forward-looking statements to reflect
events or circumstances occurring after the date of this Amendment No.
2.





Readers
of this report should not rely solely on the forward-looking statements and
should consider all risks and uncertainties throughout this Amendment No. 2, as
well as those discussed under “Item 1A Risk Factors” in our Amendment No. 1 to
our Annual Report on Form 10-K for the year ended December 31,
2008.





The
following discussion should be read in conjunction with our interim consolidated
financial statements and their explanatory notes, which are included in Item
1.





(b) Business
Overview





Live
Current Media Inc. was incorporated under the laws of the State of Nevada on
October 10, 1995 under the name “Troyden Corporation”.  We changed our
name on August 21, 2000 from Troyden Corporation to “Communicate.com Inc.”, and
again on May 30, 2008 to Live Current Media Inc.  Since August 4,
2008, our common stock has been quoted on the OTCBB under the symbol,
“LIVC”.





Our
corporate website is located at www.livecurrent.com.  Information
included on the website is not a part of this Amendment.




42


Subsidiaries





Our
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, IMEDIAT Digital
Creations, Inc. changed its name to “Communicate.com Inc.” and was redomiciled
from British Columbia to the jurisdiction of Alberta.  On April 5,
2002, Communicate.com Inc. changed its name to Domain Holdings
Inc.  DHI has 62,635,383 shares of common stock currently issued and
outstanding.  61,478,225 shares, or approximately 98.2% of the
outstanding shares, are held by Live Current.





On
December 31, 2005, DHI reorganized by transferring certain domain name assets
into its wholly owned subsidiary, Acadia Management Corp. (“Acadia”), a British
Columbia corporation incorporated on December 1, 2005.  In October
2008, the assets and liabilities of Acadia were assigned to DHI and Acadia was
subsequently dissolved in January 2009.  On December 31, 2006, DHI
transferred the domain name Importers.com to its wholly owned subsidiary 0778229
B.C. Ltd. (“Importers”), a British Columbia company incorporated on December 27,
2006.  DHI also has a dormant wholly owned subsidiary, 612793 B.C.
Ltd. (“612793”), which was incorporated on August 21, 2000.





On March
13, 2008, the Company incorporated a wholly owned subsidiary in the state of
Delaware, Communicate.com Delaware, Inc. (“Delaware”).  The new
subsidiary was incorporated to facilitate the merger with
Auctomatic.





On August
8, 2008, the Company formed a wholly-owned subsidiary in Singapore, LCM Cricket
Ventures Pte. Ltd. (“LCM Cricket Ventures”).  This company holds
50.05% of Global Cricket Venture Pte. Ltd.





We
presently employ twenty-three full-time and one part-time employee, as well as
one consultant.





Our
principal office is located at #645-375 Water Street, Vancouver, British
Columbia V6B 5C6.  We also lease an office at 12201 Tukwila Intl.
Blvd, Suite 200, Tukwila, WA 98168 for a nominal amount per month.





Operations





DHI, our
majority-owned subsidiary, owns more than 800 domain names.  Through
DHI, we build consumer internet experiences around our large portfolio of
intuitive, easy to remember domain names.  These domain names span
several consumer and business-to-business categories including health and beauty
(such as Perfume.com), sports and recreation (such as Cricket.com and
Boxing.com), travel (such as Brazil.com and Indonesia.com), and global trade
(Importers.com).  We believe that we can develop and sustain
businesses based on these intuitive domain names in part because of the
significant amount of search and direct type-in traffic they
receive.  We have begun to exploit this traffic through the
construction of consumer experiences online, which we call DestinationHubs®, at
Perfume.com and, prior to its disposition, at
Cricket.com.  DestinationHubs® tap into a large, passionate,
pre-existing community of interested users.  From a technology and
product standpoint, a DestinationHub® is architected for discovery, meaning it
is built in such a way that it is found easily through search.  One of
the best ways to ensure sites are found through search is to have a powerful
domain name asset as a low-cost customer acquisition vehicle that easily enables
ownership of that subject category.  Over time, we expect to build out
additional DestinationHubs® at several of our domain names.  We may
also choose to sell select domain names to strategic buyers.





We also
own a number of .cn (China) domain names.  We believe that the .cn
domain names could have significant value as the internet market in China
develops.  We also have a number of non-core “bound.com” domain names
that we may choose to develop that cover expansive categories of interest such
as shoppingbound.com, pharmacybound.com and vietnambound.com.





We have
organized our operations into two principal segments:  (1) ECommerce Products, which
currently consists of our “Health and Beauty” websites, and (2) Advertising.Our Health and
Beauty websites generate revenue by facilitating the sale of products direct to
consumers (eCommerce).  Currently, our eCommerce revenues are
primarily derived from the sale of fragrance products to consumers at our
Perfume.com website.  Our sports and recreation, travel, and global
trade websites generate revenues through the sale of online advertising space to
advertisers, derived by offering “pay per click” and display advertising on
various websites in our portfolio.




43


ECommerce
Revenues





We
currently generate almost all of our eCommerce revenues through product sales on
Perfume.com.  We plan to continue to build Perfume.com eCommerce
revenues by expanding to more efficient distribution and fulfillment channels,
creating a more engaging consumer experience, and performing continued technical
improvements to the websites.  We will also continue to explore other
product-related revenue streams across our domain name portfolio.





Health
and Beauty Products





Our
Perfume.com website sells discounted brand name fragrances, including women’s
perfume, men’s cologne, and designer hair care and skin care products direct to
consumers in the US and select international markets.  Perfume.com
sells 100% authentic products and provides customers with a satisfaction
guarantee.  We are not dependent on any single supplier for the
products that we sell.  The products are supplied by various wholesale
suppliers located in the United States.





Our
products are described in detail on our website.  The products are
offered through an easily navigated website experience within a transaction
secure environment accepting the usual modes of secure credit card payments,
PayPal and Google Checkout.  Products can also be ordered using our
toll-free telephone number.





By way of
its intuitive domain name and through ongoing technical optimizations,
Perfume.com consistently ranks highly in organic, unpaid search results across
major search engines.  Organic search traffic delivers the majority of
traffic and customers to Perfume.com.  The site also realizes traffic
through direct navigation by visitors.  Finally, we acquire internet
traffic through paid search, comparison shopping websites, and our robust email
marketing efforts as well as through affiliate sales.We use affiliate
relationships whereby we pay our affiliates sales commissions if they deliver
traffic to Perfume.com that results in a successful
sale.  Affiliates do not represent themselves as Perfume.com, and
through a rigorously enforced policy, are not allowed to use our
name.  Affiliates place our advertisements on their
websites.  We pay these affiliates a commission when visitors to their
sites click on our advertisements and make purchases on
Perfume.com.





Advertising
Revenues





Over
time, we expect to generate significant revenues by selling advertising either
directly to advertisers or in partnership with third party advertising
networks.  During 2007 and early 2008, we had an arrangement with
Overture Services, Inc. (“Overture”) pursuant to which we were paid a fee for
referrals to sites with connections to Overture.  We terminated our
relationship with Overture effective February 29, 2008, to give us more
flexibility to deploy advertising across our websites.  Currently,
many of our websites are part of Google AdSense's network of publishers which
generates advertising revenues and monetizes our properties.  Google
AdSense matches ads to our sites’ content and audiences, and depending on the
type of ad, we earn revenues from clicks or impressions.
 The relationship with Google is a non-exclusive agreement and as
we develop our domain websites we may revisit direct relationships or other
third party advertising networks.





Sports
and Recreation





At March
31, 2009, we hosted one sports-related website,
Cricket.com.  Cricket.com is a community website for cricket
fans.  The site includes cricket-related news, schedules of games
played worldwide, scores, photos and an active fantasy cricket
league.  Cricket.com generates revenue through paid advertisements on
the website.





Travel





We
currently host two travel websites; Brazil.com and Indonesia.com, as Vietnam.com
was sold after March 31, 2009.  These sites seek to provide much of
the information a traveler to these destinations might need.  Aside
from information and access to flights and hotels, the sites provide basic facts
about the countries (history, language, maps and facts), information on tourist
attractions and major cities, weather, blogs from travelers and links to other
sites about the destination.  We earn advertising revenues and
affiliate commission revenues for the referred sales of hotels, flights and
travel bookings from these websites.




44


Global
Trade





Importers.com
is a trade website that connects businesses around the world by providing tools
such as an email service and a searchable, online database which helps
facilitate communication between buyers and sellers.  Businesses
register on the website for free.  Once registered, buyers and
distributors can access information about manufacturers and wholesalers and vice
versa.  The information is grouped in product categories or may be
found via a search bar included on the website.  As long as both
parties are members, they may contact each other via e-mail.  The
website also provides useful information concerning international trade-related
issues such as customs clearance, transportation providers and trade development
organizations.  We earn advertising revenues from this
website.





Sale
and Lease of Domain Names





We own
more than 800 domain names.  We believe that there is high value in
building businesses around the domain names we own, however we recognize that
there are opportunities whereby selling or leasing them may be more valuable
than exploiting the ownership value of the names.  We also recognize
that selling some non-core domain names is an effective way to raise funds in a
non-dilutive manner, and have successfully sold or leased two domain names in
February 2009 with differing payment schedules, and another domain name
subsequent to our quarter end.  We continue to evaluate any offers
received.  In the future, we may buy domain names to complement our
existing businesses in the health and beauty, sports, travel and global trade
categories. In 2008, there was one outright sale and another sales-type lease of
domain name assets.





Karate.com





On
September 30, 2008, we signed a letter of intent with Domain Strategies, Inc., a
leading internet development and management company, to jointly establish a new
company (“Newco”) for the purpose of building, managing and monetizing the
Karate.com domain name we own.  The partnership with Domain Strategies
will provide management focus and resources to efficiently monetize the domain
name.  We will contribute the domain name Karate.com to Newco and will
receive a 50% interest of the new company, plus a distribution and liquidation
preference of $500,000.  The Board of Directors of Newco will have
equal representation from both partners with Domain Strategies having primary
responsibility for the management of day-to-day operations including site
design, employment relationships, vendors, customer acquisition and maintenance
and relationships with potential strategic partners.  If after three
years from the date of formation, Newco has not achieved the annual financial
goals as set by management and approved by the Board, we have the right to
terminate our participation in Newco and ownership of the domain name www.karate.com will
revert back to us. In the event that we are the terminating party, Domain
Strategies will have the right but not the obligation to purchase our interest
in Newco, including the domain name www.karate.com for $1
million within 60 days of termination.





Global
Cricket Venture





On April
17, 2008, we signed two Memoranda of Understanding (individually the “BCCI
Memorandum” and the “IPL Memorandum” and, together, the “Memoranda”) with each
of the Board of Control for Cricket in India (“BCCI”) and the DLF Indian Premier
League (“IPL”).  The Memoranda, each of which had a term of 10 years,
granted to us the exclusive right to provide the official websites for the BCCI
and the IPL (the “Cricket Websites”).  As consideration for the rights
conveyed, we agreed to pay a minimum annual fee to the BCCI of the greater of
50% of all revenues generated from the BCCI website or an average payment of $3
million per year and a minimum annual fee to the IPL of the greater of 50% of
all revenues generated from the IPL website or an average payment of $2 million
per year.  In addition to the annual fee, we agreed to pay a total of
5% of the revenues generated by a third website, Cricket.com, to the BCCI and
the IPL.  Revenues were defined as all revenues generated by the
Cricket Websites with the exception of revenues earned from the sale of tickets
to the matches.  We agreed that the minimum annual fee would be paid
on a quarterly basis during the first 3 years of the term.  The
payments, when made, may have been subject to certain withholding or other taxes
which we may have been required to gross up pursuant to the terms of the
Memoranda.  The first payment to the BCCI of $625,000 was due on
October 1, 2008, with additional payments of $625,000 due on January 1, 2009,
April 1, 2009 and July 1, 2009.  The first payment to the IPL of
$375,000 was due on October 1, 2008, with additional payments of $375,000 due on
January 1, 2009, April 1, 2009 and July 1, 2009.  The payment due to
the BCCI was decreased to $125,000 pursuant to an agreement we reached with the
BCCI. We did not make any of the payments called for by the
Memoranda.




45





In
conjunction with our execution of the Memoranda, we signed an agreement (the
“Venture Agreement”) with Netlinkblue, the owner of the live streaming and
mobile rights to the BCCI and IPL cricket matches.  Under the Venture
Agreement, we and Netlinkblue agreed to create a new company into which we would
transfer our rights under the Memoranda and Netlinkblue would transfer the
rights it acquired to live stream the matches.  As contemplated by the
Venture Agreement, a company was incorporated in Singapore on June 10, 2008 and
named Global Cricket Venture Pte. Ltd. (“Global Cricket Venture” or
“GCV”).  Our wholly-owned subsidiary, LCM Cricket Ventures, currently
owns 50.05% of the shares of Global Cricket Venture.  Pursuant to the
Venture Agreement, once we and Netlinkblue each transfer the rights we received
from the BCCI and the IPL into Global Cricket Venture, certain rights and
obligations will arise, including the obligation that each of us provides
funding to Global Cricket Venture.  As described below, on March 31,
2009, we and the BCCI jointly terminated the BCCI Memorandum and we assigned the
IPL Memorandum to Global Cricket Venture.  To our knowledge,
Netlinkblue has not transferred the rights it received from the BCCI and the IPL
to Global Cricket Venture, therefore, as of March 31, 2009, we do not believe
that we have an obligation to provide funding to Global Cricket
Venture.  The Venture Agreement also required that we and Netlinkblue
negotiate and enter into definitive agreements with further terms and conditions
to govern our relationship.  To date, no definitive agreements have
been prepared.





On March
31, 2009, we and the BCCI entered into a Termination Agreement, pursuant to
which the BCCI Memorandum was terminated.  On that same date, we,
Global Cricket Venture and the BCCI, on behalf of the IPL, entered into a
Novation Agreement (the “Novation”) with respect to the IPL
Memorandum.  Pursuant to the Novation, Global Cricket Venture was
granted all of our rights, and assumed all of our obligations, under the IPL
Memorandum.  Global Cricket Venture also assumed certain payments due
to the BCCI under the BCCI Memorandum.





As a
result of the Novation,





●
            Global
      Cricket Venture, a 50.05% owned subsidiary, rather than Live Current, is
      the party to the IPL Memorandum;





●
            the
      term of the IPL Memorandum was modified, so that it began on April 1, 2008
      and will end on December 31, 2017;





●
            the
      minimum payment due on October 1, 2008 to the BCCI of $125,000, reduced
      from $625,000, and any other payments owed to the BCCI through March 31,
      2009 were assumed by Global Cricket Venture and are to be paid on July 1,
      2009.  We will be fully released from these liabilities once
      Global Cricket Venture makes these
payments;





●
            the
      minimum payment due on October 1, 2008 to the IPL of $375,000, and any
      other payments owed to the IPL through March 31, 2009 were assumed by
      Global Cricket Venture and are to be paid on July 1,
  2009;





●
            a
      right to terminate the IPL Memorandum due to a material breach or on the
      insolvency of either party was added;
and





●
            the
      “Minimum Annual Fee Payment Schedule” (Schedule 2 to the IPL Memorandum)
      was revised.  The first payment of $2,250,000 is due on July 1,
      2009.





The
$375,000 owing to the IPL for the October 1, 2008 minimum payment under the IPL
Memorandum that was accrued and expensed in 2008 was reversed on March 31,
2009.  The $625,000 owing to the BCCI for the October 1, 2008 minimum
payment under the BCCI Memorandum that was accrued and expensed in 2008 was
renegotiated to $125,000.  Therefore $500,000 was reversed on March
31, 2009.  The $625,000 owing to the BCCI for the January 1, 2009
minimum payment under the BCCI Memorandum was accrued and expensed in the first
quarter of 2009.  The two minimum payments of $125,000 and $625,000
owing to the BCCI as at March 31, 2009 were assumed by Global Cricket Venture,
however the release of the Company's obligation to make the payments is
contingent on Global Cricket Venture making the payments on or before July 1,
2009.





46




During
the first quarter of 2009, the Company incurred $227,255 of costs relating to
initial performance of its obligations under the Memoranda with each of the BCCI
and the IPL and establishing Global Cricket Venture with
Netlinkblue.  These costs relate to, but are not limited to,
expenditures for business development, travel, consulting, and salaries and have
been included in corporate marketing, management fees and salaries, and
corporate general and administrative expenses.





Due to
the reversal of the $375,000 and $500,000 accrued liabilities at December 31,
2008 and the recognition of $625,000 owing for the January 1, 2009 BCCI minimum
payment, there was a net recovery of Global Cricket Venture expenses of $250,000
recorded during the quarter.





We
accounted for our economic obligations to the BCCI and IPL based on the schedule
of payments defined by the MOUs by accruing individual payments as liabilities
based on the payment schedule, and expensed such payments in the related period
as a current expense as the minimum guaranteed payments owing to the BCCI and
IPL had no future benefit to the Company.





(c) Restatement
of Financial Statements





The
Company determined that its original interim consolidated financial statements
for the quarter ended March 31, 2009  (the “Original Financial
Statements”), as well as the consolidated financial statements for the years
ended December 31, 2008 and 2007, contained errors.  These errors,
which are described below, affected the financial position, results of
operations and cash flows for the quarters ended March 31, 2009 and March 31,
2008, and the fiscal year ended December 31, 2008.  Please also see
Note 2 to our restated interim financial statements for the quarter ended March
31, 2009.





A.
Deferred income tax liability related to indefinite life intangible
assets:




The
Company’s intangible assets, comprised of its domain names, have book values in
excess of their tax values.  The Original Financial Statements
considered the taxable temporary differences associated with these indefinite
life intangible assets in reducing the valuation allowance associated with its
loss carryforwards.  This was an incorrect application of
GAAP.  A deferred tax liability should have been recognized for these
taxable temporary differences.  Correction of this error resulted in
the recognition of a deferred tax liability of $206,370 as at March 31, 2009 and
December 31, 2008.  There was an immaterial effect to the consolidated
statements of operations for the quarters ended March 31, 2009 and March 31,
2008.





B.
Non-Controlling Interest:





The
Company determined that it should have recorded $66,692 of goodwill and an
increase to non-controlling interest liability associated with the exchange of
$3,000,000 of amounts due from a subsidiary for additional common stock in
2008.  See Note 5 to our consolidated financial
statements.





Prior to
recognizing the non-controlling interest liabilities described in the preceding
paragraph, the non-controlling interest’s share of subsidiary losses in 2008 was
limited to the non-controlling interest liability.  As a consequence
of the above increase to non-controlling interest liability, the non-controlling
interest’s share in subsidiary losses was increased by $51,506 during the
quarter ended March 31, 2008.  There was no effect to the
non-controlling interest at December 31, 2008 or March 31, 2009, or for the
three month period then ended.





C.
Management Compensation:





(i)  The
March 31, 2008 financial statements did not accrue $88,287 for two CDN$250,000
special bonuses to be paid on October 1, 2008 and October 1, 2009 to the
Company’s former President and Chief Operating Officer pursuant to his
employment agreement.  These special bonuses were not discretionary,
but would only be paid if he remained employed as an officer of the Company on
the dates payable.  On February 4, 2009, he resigned as the Company’s
President and Chief Operating Officer and employee, effective January 31,
2009.  There was no effect to the March 31, 2009 financial
statements.




47




(ii)  The
March 31, 2008 financial statements did not accrue $35,314 for two CDN$100,000
special bonuses to be paid on January 1, 2009 and January 1, 2010 to the
Company’s current President and Chief Corporate Development Officer pursuant to
his employment agreement.  These special bonuses are not
discretionary, but will only be paid if he remains employed as an officer of the
Company on the dates payable.  The December 31, 2008 financial
statements had an underaccrual of $119,045, and the March 31, 2009 financial
statements had an overaccrual of $72,741 in bonuses payable and expensed during
the quarter.





D.
Estimated life of stock options:




The
Company originally estimated the life of its stock options as equal to the
vesting period for these options, 3 years.  The estimated life should
have been 3.375 years, resulting in an increase of $155,500 and a decrease of
$38,423 to the Company’s stock-based compensation expense in the quarters ended
March 31, 2009 and March 31, 2008, respectively.




E.
Other





(i) Expense
accruals


The
Company discovered an accrual and cutoff error in its recorded accounting fees,
resulting in an underaccrual of accounts payable and accounting expense
(included in Corporate General and Administrative expenses) of $83,271 and
$63,750 in the quarters ended March 31, 2009 and March 31, 2008,
respectively.




(ii)Gain on sale of
domain name




The
Company failed to record website development costs attributable to a domain name
sold in December 2008, reducing website development costs and gain on sale of
domain names by $37,408 in the year ended December 31, 2008.  As a
result, a corresponding decrease to the gain on sale of domain names in the
quarter ended March 31, 2009 was adjusted.  There was no effect to the
consolidated balance sheet as at March 31, 2009.




F.
Classification of warrants issued in November 2008 private
placement:





In
November 2008, the Company raised $1,057,775 of cash by selling 1,627,344
units consisting of one share of the Company’s common stock and two warrants,
each for the purchase of a half share of common stock.  The offering
price was $0.65 per unit.  The estimated fair value of the warrants
was $157,895 and was presented as equity in the Original Financial
Statements.  The warrants contained provisions which could require
their redemption in cash in certain circumstances which may not all be within
the Company’s control.  The fair value of the warrants therefore
should have been recorded as a liability, with future changes to fair value
reported as either income or expense in the period in which the change in fair
value occurs.  There were no changes to the fair value of the warrants
between the November 2008 issue date and December 31, 2008.





At March
31, 2009, the fair value of the warrants was $242,704.  The Company
recorded the $84,809 increase to the liability at March 31, 2009 and the
corresponding expense was recorded as an increase to corporate general and
administrative expense.





G.
Shares issued in connection with the merger with Auctomatic:





(i) Valuation
of shares issued as purchase consideration
  The
Auctomatic merger closed on May 22, 2008.  The original estimate of
the fair value of the share purchase consideration attributable to the
acquisition was based on the trading value of the shares around March 25,
2008.  However, the Merger Agreement had an adjustment provision
regarding the number of shares to be issued, such that the shares should have
been valued with reference to the May 22, 2008 closing date as opposed to the
announcement date on March 25, 2008.  Using the average share price
around the closing date, an additional $110,746 should have been recorded as
additional paid-in capital and goodwill.




48




(ii)
            Shares
      issued to Auctomatic founders





As part
of the merger, the Company agreed to distribute 413,604 shares of its common
stock payable on the first, second, and third anniversaries of the Closing Date
(the “Distribution Date”) to the Auctomatic founders subject to their continuing
employment with the Company or a subsidiary on each Distribution
Date.  These shares which were not accounted for in the Auctomatic
purchase, also were not properly accounted for as compensation to the Auctomatic
founders for their continued employment with the Company.  The related
stock-based compensation expense that should have been recorded was $68,330 in
March 31, 2009.  There was no effect to the consolidated statement of
operations for the quarter ended March 31, 2008.





H.
Financial Statement Classification of Amounts Payable to the BCCI and
IPL:





In order
to provide clarity, the Company also classified separately on its consolidated
balance sheets and consolidated statements of operations $750,000 in amounts
payable as at March 31, 2009 and $1,000,000 as at December 31, 2008 to the BCCI
and IPL.





I.
Tax Impact:





None of
the above disclosures gave rise to an increase or decrease in the Company’s tax
position.




49


The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated balance sheets as of March 31,
2009:




March
      31, 2009
                
                Reference
                
                
                As
      previously reported
                
                
                Restatement
      adjustment
                
                
                As
      restatedASSETSCurrentCash
      and cash equivalents
                
                
                
                
                $
                572,588
                
                
                $
                -
                
                
                $
                572,588Accounts
      receivable (net of allowance for doubtful accounts of nil)
                
                
                
                
                
                100,035
                
                
                
                -
                
                
                
                100,035Prepaid
      expenses and deposits
                
                
                
                
                
                92,145
                
                
                
                -
                
                
                
                92,145Inventory
                
                
                
                
                
                47,421
                
                
                
                -
                
                
                
                47,421Current
      portion of receivable from sales-type lease
                
                
                
                
                
                23,423
                
                
                
                -
                
                
                
                23,423Total
      current assets
                
                
                
                
                
                835,612
                
                
                
                -
                
                
                
                835,612Property
      & equipment
                
                
                
                
                
                947,389
                
                
                
                -
                
                
                
                947,389Website
      development costs
                
                
                
                
                
                348,061
                
                
                
                -
                
                
                
                348,061Intangible
      assets
                
                
                
                
                
                1,557,267
                
                
                
                -
                
                
                
                1,557,267Goodwill
                
                
                B,
      G(i)
                
                
                
                2,428,602
                
                
                
                177,438
                
                
                
                2,606,040Total
      Assets
                
                
                
                
                
                $
                6,116,931
                
                
                $
                177,438
                
                
                $
                6,294,369LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrentAccounts
      payable and accrued liabilities
                
                
                H
                
                
                $
                2,922,350
                
                
                $
                (750,000
                )
                
                $
                2,172,350Amounts
      payable to the BCCI and IPL
                
                
                H
                
                
                
                -
                
                
                
                750,000
                
                
                
                750,000Bonuses
      payable
                
                
                C(ii)
                
                
                
                81,660
                
                
                
                46,304
                
                
                
                127,964Due
      to shareholders of Auctomatic
                
                
                
                
                
                
                829,799
                
                
                
                -
                
                
                
                829,799Deferred
      revenue
                
                
                
                
                
                
                78,696
                
                
                
                -
                
                
                
                78,696Current
      portion of deferred lease inducements
                
                
                
                
                
                
                20,138
                
                
                
                -
                
                
                
                20,138Total
      current liabilities
                
                
                
                
                
                
                3,932,643
                
                
                
                46,304
                
                
                
                3,978,947Deferred
      income tax
                
                
                A
                
                
                
                -
                
                
                
                206,370
                
                
                
                206,370Warrants
                
                
                F
                
                
                
                -
                
                
                
                242,704
                
                
                
                242,704Deferred
      lease inducements
                
                
                
                
                
                
                50,345
                
                
                
                -
                
                
                
                50,345Total
      Liabilities
                
                
                
                
                
                
                3,982,988
                
                
                
                495,378
                
                
                
                4,478,366STOCKHOLDERS'
      EQUITYCommon
      StockAuthorized:
      50,000,000 common shares, $0.001 par valueIssued
      and outstanding:23,906,445
      common shares (December 31, 2008 - 23,546,370)
                
                
                
                
                15,216
                
                
                
                -
                
                
                
                15,216Additional
      paid-in capital
                
                
                
                
                
                
                15,285,508
                
                
                
                208,882
                
                
                
                15,494,390Accumulated
      deficit
                
                
                
                
                
                
                (13,166,781
                )
                
                
                (526,822
                )
                
                
                (13,693,603
                )Total
      Stockholders' Equity
                
                
                
                
                
                
                2,133,943
                
                
                
                (317,940
                )
                
                
                1,816,003Total
      Liabilities and Stockholders' Equity
                
                
                
                
                
                $
                6,116,931
                
                
                $
                177,438
                
                
                $
                6,294,369


50





The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated statements of operations as of March 31,
2009:




For
      the quarter ended March 31, 2009
                
                Reference
                
                
                As
      previously reported
                
                
                Restatement
      adjustment
                
                
                As
      restatedSALES
                
                
                
                
                $
                1,752,382
                
                
                $
                -
                
                
                $
                1,752,382COSTS
      OF SALES (excluding depreciation and amortization as shown
      below)
                
                
                
                1,386,619
                
                
                
                -
                
                
                
                1,386,619GROSS
      PROFIT
                
                
                
                
                
                365,763
                
                
                
                -
                
                
                
                365,763OPERATING
      EXPENSESAmortization
      and depreciation
                
                
                
                
                
                98,166
                
                
                
                -
                
                
                
                98,166Amortization
      of website development costs
                
                
                
                
                
                32,562
                
                
                
                -
                
                
                
                32,562Corporate
      general and administrative
                
                
                E(i),
      F
                
                
                
                158,274
                
                
                
                168,080
                
                
                
                326,354ECommerce
      general and administrative
                
                
                
                
                
                
                80,220
                
                
                
                -
                
                
                
                80,220Management
      fees and employee salaries
                
                
                C(i),
      C(ii), D, G(ii)
                
                
                
                960,846
                
                
                
                232,749
                
                
                
                1,193,595Corporate
      marketing
                
                
                
                
                
                
                3,771
                
                
                
                -
                
                
                
                3,771ECommerce
      marketing
                
                
                
                
                
                
                111,422
                
                
                
                -
                
                
                
                111,422Other
      expenses
                
                
                C(ii)
                
                
                
                346,564
                
                
                
                (81,660
                )
                
                
                264,904Total
      Operating Expenses
                
                
                
                
                
                
                1,791,825
                
                
                
                319,169
                
                
                
                2,110,994NON-OPERATING
      INCOME (EXPENSES)Global
      Cricket Venture expenses
                
                
                H
                
                
                
                250,000
                
                
                
                (250,000
                )
                
                
                -Global
      Cricket Venture recovery
                
                
                H
                
                
                
                -
                
                
                
                250,000
                
                
                
                250,000Gain
      from sales and sales-type lease of domain names
                
                
                E(ii)
                
                
                
                580,525
                
                
                
                37,408
                
                
                
                617,933Accretion
      interest expense
                
                
                
                
                
                
                (40,000
                )
                
                
                -
                
                
                
                (40,000
                )Interest
      and investment income
                
                
                
                
                
                
                890
                
                
                
                -
                
                
                
                890Total
      Non-Operating Income (Expenses)
                
                
                
                
                
                
                791,415
                
                
                
                37,408
                
                
                
                828,823NET
      LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
                
                
                $
                (634,647
                )
                
                $
                (281,761
                )
                
                $
                (916,408
                )BASIC
      AND DILUTED LOSS PER SHARE
                
                
                
                
                
                $
                (0.03
                )
                
                $
                (0.01
                )
                
                $
                (0.04
                )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
                
                
                
                
                
                
                22,509,120
                
                
                
                -
                
                
                
                22,509,120




51





The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated statements of equity as of March 31,
2009:




As
      previously reportedCommon
      stock
                
                
                Additional
      Paid-in Capital
                
                
                Accumulated
      Deficit
                
                
                Total
                
                
                Restatement
      Adjustment
                
                
                As
      Restated
                  TotalReference
                Number
      of Shares
                
                
                AmountBalance,
      December 31, 2007 (audited)
                
                21,446,623
                
                
                12,456
                
                
                10,188,975
                
                
                (2,525,678
                )
                
                7,675,753
                
                
                (283,218
                )
                
                7,392,535Stock-based
      compensation
                D,
      G(ii)
                -
                
                
                -
                
                
                2,111,354
                
                
                
                
                
                2,111,354
                
                
                51,172
                
                
                2,162,526Issuance
      of 586,403 common shares per themerger agreement with
      Auctomatic
                G(i)
                586,403
                
                
                586
                
                
                1,137,533
                
                
                
                
                
                1,138,119
                
                
                110,746
                
                
                1,248,865Issuance
      of 33,000 common sharesto investor relations firm
                
                
                33,000
                
                
                33
                
                
                85,649
                
                
                
                
                
                85,682
                
                
                -
                
                
                85,682Issuance
      of 120,000 common sharesto investor relations firm
                
                
                120,000
                
                
                120
                
                
                218,057
                
                
                
                
                
                218,177
                
                
                -
                
                
                218,177Issuance
      of 50,000 warrantsto investor relations firm
                
                
                -
                
                
                -
                
                
                45,500
                
                
                
                
                
                45,500
                
                
                -
                
                
                45,500Cancellation
      of 300,000 common sharesnot distributed
                
                
                (300,000
                )
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                -
                
                
                -Private
      Placement of 1,627,344 unitsat
      $0.65 per share
                F
                1,627,344
                
                
                1,627
                
                
                1,056,148
                
                
                
                
                
                1,057,775
                
                
                (157,895
                )
                
                899,880Share
      issue costs
                
                
                -
                
                
                -
                
                
                (86,803
                )
                
                
                
                
                (86,803
                )
                
                -
                
                
                (86,803
                )Extinguishment
      of accounts payable
                
                
                33,000
                
                
                33
                
                
                16,467
                
                
                
                
                
                16,500
                
                
                -
                
                
                16,500Net
      loss and comprehensive loss
                A -
      E(ii), G(ii)
                
                
                
                
                
                
                
                
                
                (10,006,456
                )
                
                (10,006,456
                )
                
                19,186
                
                
                (9,987,270
                )Balance,
      December 31, 2008 (audited)
                
                
                23,546,370
                
                $
                14,855
                
                $
                14,772,880
                
                $
                (12,532,134
                )
                $
                2,255,601
                
                $
                (260,009
                )
                $
                1,995,592Stock-based
      compensation
                D,
      G(ii)
                -
                
                
                -
                
                
                386,513
                
                
                
                
                
                386,513
                
                
                223,830
                
                
                610,343Issuance
      of 15,000 common sharesto investor relations firm
                
                
                15,000
                
                
                15
                
                
                5,685
                
                
                
                
                
                5,700
                
                
                -
                
                
                5,700Extinguishment
      of accounts payable
                
                
                345,075
                
                
                346
                
                
                120,430
                
                
                
                
                
                120,776
                
                
                -
                
                
                120,776Net
      loss and comprehensive loss
                C(ii),
      D, E(i), E(ii), F, G(ii)
                
                
                
                
                
                
                
                
                
                (634,647
                )
                
                (634,647
                )
                
                (281,761
                )
                
                (916,408
                )Balance,
      March 31, 2009 (unaudited)
                
                
                23,906,445
                
                $
                15,216
                
                $
                15,285,508
                
                $
                (13,166,781
                )
                $
                2,133,943
                
                $
                (317,940
                )
                $
                1,816,003


52





The
following table illustrates the effect of the adjustments by financial statement
line item in the Company’s consolidated statements of cash flows as of March 31,
2009:




For
      the quarter ended March 31, 2009
              
              Reference
              
              
              As
      previously reported
              
              
              Restatement
      adjustment
              
              
              As
      restatedOPERATING
      ACTIVITIESNet
      loss for the period
              
              
              
              
              $
              (634,647
              )
              
              $
              (281,761
              )
              
              $
              (916,408
              )Non-cash
      items included in net loss:Gain
      from sales and sales-type lease of domain name
              
              E(ii)
              
              
              
              (580,525
              )
              
              
              (37,408
              )
              
              
              (617,933
              )Accretion
      interest expense
              
              
              
              
              
              40,000
              
              
              
              -
              
              
              
              40,000Stock-based
      compensation
              
              D,
      G(ii)
              
              
              
              386,513
              
              
              
              223,830
              
              
              
              610,343Warrants
      issued
              
              F
              
              
              
              -
              
              
              
              84,809
              
              
              
              84,809Issuance
      of common stock
              
              
              
              
              
              
              5,700
              
              
              
              -
              
              
              
              5,700Extinguishment
      of debt by issuance of common stock
              
              
              
              120,776
              
              
              
              -
              
              
              
              120,776Amortization
      and depreciation
              
              
              
              
              
              
              125,693
              
              
              
              -
              
              
              
              125,693Change
      in operating assets and liabilities:Accounts
      receivable
              
              
              
              
              
              
              (6,453
              )
              
              
              -
              
              
              
              (6,453
              )Prepaid
      expenses and deposits
              
              
              
              
              
              
              17,398
              
              
              
              -
              
              
              
              17,398Inventory
              
              
              
              
              
              
              26,661
              
              
              
              -
              
              
              
              26,661Accounts
      payable and accrued liabilities
              
              H
              
              
              
              (1,444,566
              )
              
              
              333,271
              
              
              
              (875,645
              )Amounts
      payable to the BCCI and IPL
              
              H
              
              
              
              -
              
              
              
              (250,000
              )
              
              
              (250,000
              )Bonuses
      payable
              
              C(i),
      C(ii)
              
              
              
              81,660
              
              
              
              (72,741
              )
              
              
              (226,731
              )Deferred
      revenue
              
              
              
              
              
              
              (41,760
              )
              
              
              -
              
              
              
              (41,760
              )Cash
      flows used in operating activities
              
              
              
              
              
              
              (1,903,550
              )
              
              
              -
              
              
              
              (1,903,550
              )INVESTING
      ACTIVITIESNet
      proceeds from sale of domain name
              
              
              
              
              
              
              358,130
              
              
              
              -
              
              
              
              358,130Net
      proceeds from sales-type lease of domain name
              
              
              
              
              
              
              313,423
              
              
              
              -
              
              
              
              313,423Purchases
      of property & equipment
              
              
              
              
              
              
              (2,704
              )
              
              
              -
              
              
              
              (2,704
              )Website
      development costs
              
              
              
              
              
              
              (25,231
              )
              
              
              -
              
              
              
              (25,231
              )Cash
      flows from investing activities
              
              
              
              
              
              
              643,618
              
              
              
              -
              
              
              
              643,618Net
      increase (decrease) in cash and cash equivalents
              
              
              
              
              
              
              (1,259,932
              )
              
              
              -
              
              
              
              (1,259,932
              )Cash
      and cash equivalents, beginning of period
              
              
              
              
              
              
              1,832,520
              
              
              
              -
              
              
              
              1,832,520Cash
      and cash equivalents, end of period
              
              
              
              
              
              $
              572,588
              
              
              $
              -
              
              
              $
              572,588




53





The
following is a summary of the significant effects of the restatements on the
Company’s comparative consolidated statements of operations for the three months
ended March 31, 2008:




For
      the quarter ended March 31, 2008
              
              Reference
              
              
              As
      previously reported
              
              
              Restatement
      adjustment
              
              
              As
      restatedSALES
              
              
              
              
              $
              1,848,479
              
              
              $
              -
              
              
              $
              1,848,479COSTS
      OF SALES (excluding depreciation and amortization as shown
      below)
              
              
              
              1,486,062
              
              
              
              -
              
              
              
              1,486,062GROSS
      PROFIT
              
              
              
              
              
              362,417
              
              
              
              -
              
              
              
              362,417OPERATING
      EXPENSESAmortization
      and depreciation
              
              
              
              
              
              15,266
              
              
              
              -
              
              
              
              15,266Corporate
      general and administrative
              
              
              E(i)
              
              
              
              486,087
              
              
              
              63,750
              
              
              
              549,837ECommerce
      general and administrative
              
              
              
              
              
              
              169,813
              
              
              
              -
              
              
              
              169,813Management fees and employee salaries
              
              
              C(i),
      C(ii), D, G(ii)
              
              
              
              1,090,671
              
              
              
              85,179
              
              
              
              1,175,850Corporate
      marketing
              
              
              
              
              
              
              26,459
              
              
              
              -
              
              
              
              26,459ECommerce
      marketing
              
              
              
              
              
              
              149,187
              
              
              
              -
              
              
              
              149,187Other
      expenses
              
              
              
              
              
              
              629,856
              
              
              
              -
              
              
              
              629,856Total
      Operating Expenses
              
              
              
              
              
              
              2,567,339
              
              
              
              148,929
              
              
              
              2,716,268NON-OPERATING
      INCOME (EXPENSES)Gain
      from sales and sales-type lease of domain names
              
              
              
              
              
              
              168,206
              
              
              
              -
              
              
              
              168,206Interest
      and investment income
              
              
              
              
              
              
              42,498
              
              
              
              -
              
              
              
              42,498Non-controlling
      interest
              
              
              B
              
              
              
              -
              
              
              
              51,506
              
              
              
              51,506Total
      Non-Operating Income (Expenses)
              
              
              
              
              
              
              210,704
              
              
              
              51,506
              
              
              
              262,210NET
      LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
              
              
              $
              (1,994,218
              )
              
              $
              (97,423
              )
              
              $
              (2,091,641
              )BASIC
      AND DILUTED LOSS PER SHARE
              
              
              
              
              
              $
              (0.10
              )
              
              $
              (0.00
              )
              
              $
              (0.10
              )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
              
              
              
              
              
              
              19,970,334
              
              
              
              -
              
              
              
              19,970,334




54





The
following is a summary of the significant effects of the restatements on the
Company’s comparative consolidated statements of cash flows for the three months
ended March 31, 2008:




For
      the quarter ended March 31, 2008
              
              Reference
              
              
              As
      previously reported
              
              
              Restatement
      adjustment
              
              
              As
      restatedOPERATING
      ACTIVITIESNet
      loss for the period
              
              
              
              
              $
              (1,994,218
              )
              
              $
              (97,423
              )
              
              $
              (2,091,641
              )Non-cash
      items included in net loss:Non-controlling
      interest
              
              
              
              
              
              -
              
              
              
              (51,506
              )
              
              
              (51,506
              )Gain
      from sales and sales-type lease of domain names
              
              E(ii)
              
              
              
              (168,206
              )
              
              
              -
              
              
              
              (168,206
              )Stock-based
      compensation
              
              D,
      G(ii)
              
              
              
              482,144
              
              
              
              (38,423
              )
              
              
              443,721Amortization
      and depreciation
              
              
              
              
              
              10,231
              
              
              
              -
              
              
              
              10,231Change
      in operating assets and liabilities:Accounts
      receivable
              
              
              
              
              
              (3,290
              )
              
              
              -
              
              
              
              (3,290
              )Prepaid
      expenses and deposits
              
              
              
              
              
              81,112
              
              
              
              -
              
              
              
              81,112Accounts
      payable and accrued liabilities
              
              E(i)
              
              
              
              (92,347
              )
              
              
              63,750
              
              
              
              (28,597
              )Bonuses
      payable
              
              C(ii)
              
              
              
              (241,290
              )
              
              
              123,602
              
              
              
              (117,688
              )Deferred
      revenue
              
              
              
              
              
              
              (33,435
              )
              
              
              -
              
              
              
              (33,435
              )Cash
      flows used in operating activities
              
              
              
              
              
              
              (1,959,299
              )
              
              
              -
              
              
              
              (1,959,299
              )INVESTING
      ACTIVITIESNet
      proceeds from sales-type lease of domain name
              
              
              
              
              
              
              23,423
              
              
              
              -
              
              
              
              23,423Accrued
      expenses relating to deferred acquisition costs
              
              
              
              
              
              
              (111,265
              )
              
              
              -
              
              
              
              (111,265
              )Deferred
      acquisition costs
              
              
              
              
              
              
              (121,265
              )
              
              
              -
              
              
              
              (121,265
              )Purchases
      of property & equipment
              
              
              
              
              
              
              (154,069
              )
              
              
              -
              
              
              
              (154,069
              )Website
      development costs
              
              
              
              
              
              
              (147,025
              )
              
              
              -
              
              
              
              (147,025
              )Cash
      flows used in investing activities
              
              
              
              
              
              
              (510,201
              )
              
              
              -
              
              
              
              (510,201
              )Net
      increase (decrease) in cash and cash equivalents
              
              
              
              
              
              
              (2,469,500
              )
              
              
              -
              
              
              
              (2,469,500
              )Cash
      and cash equivalents, beginning of period
              
              
              
              
              
              
              7,375,245
              
              
              
              -
              
              
              
              7,375,245Cash
      and cash equivalents, end of period
              
              
              
              
              
              $
              4,905,745
              
              
              $
              -
              
              
              $
              4,905,745




55




(c) Selected
Financial Data





The
following selected financial data was derived from our amended and restated
unaudited interim consolidated financial statements for the quarters ended March
31, 2009 and March 31, 2008.  The information set forth below should
be read in conjunction with our financial statements and related notes included
elsewhere in this report.





Three
      Months EndedMarch
      31, 2009
            
            
            March
      31, 2008(Unaudited)
            
            
            (Unaudited)(As
      restated)
            
            
            (As
      restated)SALESHealth
      and beauty eCommerce
            
            $
            1,720,167
            
            
            $
            1,820,188Other
      eCommerce
            
            
            -
            
            
            
            455Domain
      name advertising
            
            
            24,453
            
            
            
            27,836Miscellaneous
      income
            
            
            7,762
            
            
            
            -Total
      Sales
            
            
            1,752,382
            
            
            
            1,848,479COSTS
      OF SALESHealth
      and Beauty eCommerce
            
            
            1,386,619
            
            
            
            1,485,510Other
      eCommerce
            
            
            -
            
            
            
            552Total
      Costs of Sales (excluding depreciation and amortizationas
      shown below)
            
            
            1,386,619
            
            
            
            1,486,062GROSS
      PROFIT
            
            
            365,763
            
            
            
            362,417OPERATING
      EXPENSESAmortization
      and depreciation
            
            
            98,166
            
            
            
            15,266Amortization
      of website development costs
            
            
            32,562
            
            
            
            -Corporate
      general and administrative
            
            
            326,354
            
            
            
            549,837ECommerce
      general and administrative
            
            
            80,220
            
            
            
            169,813Management
      fees and employee salaries
            
            
            1,193,595
            
            
            
            1,175,850Corporate
      marketing
            
            
            3,771
            
            
            
            26,459ECommerce
      marketing
            
            
            111,422
            
            
            
            149,187Other
      expenses
            
            
            264,904
            
            
            
            629,856Total
      Operating Expenses
            
            
            2,110,994
            
            
            
            2,716,268NON-OPERATING
      INCOME (EXPENSES)Global
      Cricket Venture recovery
            
            
            250,000
            
            
            
            -Gain
      from sales and sales-type lease of domain names
            
            
            617,933
            
            
            
            168,206Accretion
      interest expense
            
            
            (40,000
            )
            
            
            -Interest
      and investment income
            
            
            890
            
            
            
            42,498Non-controlling
      interest
            
            
            -
            
            
            
            51,506Total
      Non-Operating Income (Expenses)
            
            
            828,823
            
            
            
            262,210NET
      LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
            
            $
            (916,408
            )
            
            $
            (2,091,641
            )BASIC
      AND DILUTED LOSS PER SHARE
            
            $
            (0.04
            )
            
            $
            (0.10
            )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING - BASIC AND DILUTED
            
            
            22,509,120
            
            
            
            19,970,334





56




BALANCE SHEET DATA


March
      31,2009
            
            
            December
      31,2008(unaudited)
              (as
      restated)
            
            
            (audited)
              (as
      restated)AssetsCurrent
      Assets
            
            
            835,612
            
            
            
            2,133,150Long-term
      portion of investment in sales-type lease
            
            
            -
            
            
            
            23,423Property
      & equipment
            
            
            947,389
            
            
            
            1,042,851Website
      development costs
            
            
            348,061
            
            
            
            355,391Intangible
      assets
            
            
            1,557,267
            
            
            
            1,587,463Goodwill
            
            
            2,606,040
            
            
            
            2,606,040Total
      Assets
            
            $
            6,294,369
            
            
            $
            7,748,318LiabilitiesCurrent
      Liabilities
            
            
            3,978,947
            
            
            
            5,333,081Deferred
      income tax
            
            
            206,370
            
            
            
            206,370Warrants
            
            
            242,704
            
            
            
            157,895Deferred
      lease inducements
            
            
            50,345
            
            
            
            55,380Total
      Liabilities
            
            
            4,478,366
            
            
            
            5,752,726Stockholders'
      EquityCommon
      Stock
            
            
            15,216
            
            
            
            14,855Additional
      paid-in capital
            
            
            15,494,390
            
            
            
            14,757,932Accumulated
      deficit
            
            
            (13,693,603
            )
            
            
            (12,777,195
            )Total
      Stockholders' Equity
            
            
            1,816,003
            
            
            
            1,995,592Total
      Liabilities and Stockholders' Equity
            
            $
            6,294,369
            
            
            $
            7,748,318





(d) Results of
Operations





Sales
and Costs of Sales





Overall,
combined sales in Q1 of 2009 totaled $1,752,382 compared to $1,848,479 in Q1 of
2008, a decrease of 5.2%. Most of this decrease was driven by a decrease in
sales on Perfume.com as noted below.  Overall, Health and Beauty
eCommerce product sales, consisting of Perfume.com sales, represented 98.2% of
total revenues in Q1 of 2009, compared to approximately 98.5% of total revenues
in Q1 of 2008.





Costs of
sales were $1,386,619 in Q1 of 2009 compared to $1,486,062 during Q1 of 2008, a
decrease of 6.7%.  The decrease of costs of sales in Q1 of 2009 over
Q1 of 2008 is in line with the decrease in Perfume.com sales for the
quarter.





Overall
gross margin in Q1 of 2009 was $365,763 or 20.9% compared to a gross margin of
$362,417 or 19.6% in Q1 of 2008.  This increase in the overall gross
margin from Q1 of 2008 is due to efficient product merchandising efforts and a
decrease in exposing coupons and discounts.





Health
and Beauty eCommerce Sales





Our
Health and Beauty eCommerce sales result from the sale of fragrances, designer
skin care and hair care products to customers at Perfume.com.  Our
results from the first quarter of 2008 include eCommerce monetization of
Body.com which ended in early 2008.  Perfume.com accounted for nearly
all of our eCommerce sales in 2008 and 2009 and we expect that this will
continue in the short term.




57


The most
recent quarters have presented great challenges for all retailers including
eCommerce, due to the worldwide economic downturn.  The industry has
seen a decrease in consumer spending on discretionary items.  Such a
decrease will likely adversely affect the revenues from Perfume.com over the
short-term.





Perfume.com
revenues decreased 5.5% to $1,720,167 in Q1 of 2009 from $1,820,188 in Q1 of
2008.  Daily sales averaged $19,113 per day in Q1 of 2009 compared to
$20,002 per day in Q1 of 2008.  In Q4 of 2008, we began reflecting
revenues for orders that were in transit at quarter end as deferred revenues,
where these amounts were not material and therefore not recorded as such in
prior years.  At the end of March, 2009, this represented
approximately $63,000 in deferred revenues.  Without this effect in Q1
of 2009, the decrease in Perfume.com revenues year over year was only
2.0%.  Revenue growth was challenged as a result of continued
softening of consumer discretionary spending in the US
market.  Additionally, in Q1 2009 we did not publish as many
promotions with large product discounts that have historically driven top line
revenue and eroded margin.  We also eliminated inefficient marketing
programs that drove revenue in 2008 but were not profitable.





Costs of
shipping and purchases totaled $1,386,619 in Q1 of 2009 compared to $1,485,510
in Q1 of 2008.  This produced a gross margin of $333,548 or 19.4% in
Q1 of 2009 compared to $334,678 or 18.4% in Q1 of 2008.  Gross profit
margin in Q1 2009 increased compared to Q1 of 2008 primarily due to nominal
decreases in our product discounting during the quarter, as well as a decrease
in shipping costs attributed to a slight decrease in oil
prices.  Management anticipates that, subject to any further downturn
in general economic conditions, it will maintain this profit margin through 2008
and into 2009.  Over the next several quarters, management intends to
explore opportunities to introduce and implement more robust supply chain
capability which, if realized, should increase gross margins by the end of
2010.





Other
eCommerce Sales





In Q1 of
2008, we ceased offering goods or services for sale on any of our websites other
than Perfume.com and undertook to re-evaluate the business models around which
these websites were built.  As a result, these websites generated no
revenue after the first quarter of the 2008 fiscal year.  For the
first half of 2009 we will continue to allocate our resources to the
development of Perfume.com.





Advertising





In Q1 of
2009, we generated advertising revenues of $24,453 compared to $27,836 in Q1 of
2008, a decrease of 12.2%.  Management has been able to establish new
advertising relationships that have increased quarterly advertising
revenues.  In Q1 of 2009, advertising accounted for 1.4% of total
revenues, compared to 1.5% of total revenues in Q1 of
2008.  Advertising revenues are expected to continue to account for a
small percentage of total revenues in the next few quarters as management
continues to investigate new monetization opportunities with vendors, and
realigns to increase advertising options available on our
properties.





Domain
Name Leases and Sales





In 2008,
we entered into one agreement for a sales-type lease of one of our domain names
for CDN$200,000 and one agreement for an outright sale of another domain name
for CDN$500,000.  The net gain on the disposal of these two domain
names was USD$461,421 as disclosed in the 2008 consolidated financial
statements.





We have
announced our intention to sell six of our non-core but highly valuable dot.com
domain names from our portfolio in order to provide additional working capital
in a non-dilutive manner.  We engaged the services of brokers to
assist us with sales of our domain names.  As a result of these
relationships, we successfully sold or leased two domain names in February 2009,
resulting in a net gain of $617,933 during the first quarter of 2009, as well as
one additional domain name by May 15, 2009.  We continue to evaluate
any interest we receive from domain name buyers, and continue to consider
acquiring certain other domain names that would complement either our
advertising or eCommerce businesses.




58


General
and Administrative (G&A) Expenses





General
and administrative expenses consist of costs for general and corporate
functions, including facility fees, travel, telecommunications, investor
relations, insurance, merchant charges, and professional fees.





In Q1 of
2009, we incurred total general and administrative expense of $406,574 or 23.2%
of total sales as compared to $719,650 or 38.9% of total sales in Q1 of 2008, a
decrease of $313,076 or 43.5%.  This total includes corporate and
eCommerce related general and administrative costs.  Management
expected general and administrative expenses to decrease as a percentage of
revenue as the eCommerce business grows, and has been able to successfully
achieve this decrease in the first quarter of 2009.





Corporate
general and administrative costs of $326,354 have decreased over Q1 of 2008 by
$223,483.  This was primarily due to a decrease in corporate legal of
approximately $151,000 compared to the same period last year due to the addition
of in-house legal counsel in May 2008.  Other significant expenses
included a decrease of approximately $111,000 of corporate travel and
entertainment expenses and $25,000 in decreased rent and overhead due to
cost-cutting procedures implemented in late 2008 and early 2009.  The
fair value adjustment for warrants of $84,809 increased the expenses in this
category.  The remainder of the difference is due to the declining
value in the Canadian dollar against the US dollar between the first quarter of
2009 and the first quarter of 2008.  Cricket related expenses included
in corporate general and administrative costs in Q1 of 2009 were $40,064 and in
Q1 of 2008 were $38,192.  In total, corporate general and
administrative expenses accounted for 18.6% of total revenues in Q1 of 2009,
compared to 29.8% in Q1 of 2009.





We
anticipate that we may incur additional legal expenses to comply with new
disclosure and reporting requirements mandated by the British Columbia
Securities Commission for companies listed on the OTCBB with a presence in
British Columbia.  These regulations were effective as of September
15, 2008.





ECommerce
general and administrative costs in Q1 of 2009 decreased by $89,593 over Q1 of
2008 primarily due to the fact that Q1 of 2008 included approximately $105,000
in expenses relating to our search for executive employees and additions to our
Perfume.com business.  Some eCommerce general and administrative costs
that increased in Q1 of 2009 over Q1 of 2008 included $10,000 in Perfume.com
related travel.  These expenses represented 4.7% of eCommerce sales in
Q1 of 2009, compared to 9.3% of eCommerce sales in Q1 of
2008.  Management believes these expense ratios are reasonable given
the increasingly competitive environment for eCommerce sales in the United
States and Management’s continued focus on growing the eCommerce business
throughout 2008 and into 2009.  Management expects to maintain
eCommerce general and administrative costs below 10% of eCommerce
sales.





Management
Fees and Employee Salaries





In Q1 of
2009, we incurred total management fees and staff salaries of $1,193,595
compared to $1,175,850 in Q1 of 2008.  This amount includes stock
based compensation of $610,343 in Q1 of 2009 and $443,721 in Q1 of 2008, as well
as accrued bonuses of $8,919 in Q1 of 2009 and $123,602 in Q1 of
2008.  Excluding these amounts, management fees and employee salaries
expense in Q1 of 2009 was $574,333 and in Q1 of 2008 was
$608,527.  This produced a decrease of 32.9% in Q1 of 2009 over Q1 of
2008.  This decrease was primarily due to the layoffs which occurred
in early 2009.





Management
fees and staff salaries, excluding stock-based compensation and accrued bonuses,
represented 32.8% of total revenues in Q1 of 2009 compared to 32.9% in Q1 of
2008.  Cricket related expenses included in management fees and
salaries in Q1 of 2009 were $185,874 and in Q1 of 2008 were
$17,125.  In August 2009, we terminated our activities related to the
cricket venture.  Also, since the end of the 2008 fiscal year, our
staffing requirements were restructured and a number of employees were
terminated, including our former President and COO.  After severance
payments have been fully paid out, the reduced number of staff will contribute
to a decrease in management fees and salaries as a percentage of
revenue.  Given the caliber of current management, employees and
consultants, we anticipate maintaining salary expense at approximately 20% of
revenues.





On March
25, 2009, the Board of Directors approved a reduction of the exercise price of
stock option grants made prior to this date.  As a result, all grants
issued prior to March 25, 2009 currently have an exercise price of
$0.65.  The stock option grants included in the repricing initially
had exercise prices between $0.65 and $3.30.  The incremental value of
$213,895 relating to the fair values at the date of the reduction in price has
been included in the stock compensation expense for the period.




59


Marketing





We
generate internet traffic through paid search, email and affiliate
marketing.  We pay marketing costs related to these methods in order
to drive traffic to our various websites.  We pay our affiliates sales
commissions if they deliver traffic to Perfume.com that result in a
successful sale.  In Q1 of 2009, total marketing expenses were
$115,193 or 6.6% of total revenues, compared to $175,646 or 9.5% of total
revenues in Q1 of 2008.  This resulted in a 34.4% decrease for the
period compared to the same period last year.





Expenses
related to corporate activity, which we classify as corporate marketing
expenditures totalled $3,771 in Q1 of 2009, compared to $26,459 in Q1 of
2008.  These expenses consisted of $1,317 related to our cricket
activities, and the remainder was due to costs related to public relations,
which were higher in 2008 due to the repositioning of our business in early
2008.





ECommerce
marketing expenses relate entirely to advertising costs incurred in our
eCommerce business, particularly email advertising, search engine marketing, and
affiliate marketing programs.  ECommerce marketing expenses in Q1 of
2009 were $111,422 or 6.5% of eCommerce sales, compared to $149,187 or 8.2% of
eCommerce sales in Q1 of 2008.  These expenses decreased steadily
during 2008 due to management’s decision to move key marketing efforts in-house,
thereby eliminating agency expenses, as well as to take steps to increase the
effectiveness of our search engine and email marketing campaigns for
Perfume.com.  We believe that customer acquisition is the key to
accelerated growth, and deploying direct, measurable marketing vehicles like
search, email, and affiliate marketing account for the largest part of these
marketing expenditures.





Organic
search rankings for Perfume.com currently perform
adequately.  However, we believe when these results are complemented
with targeted, paid keyword advertising at opportune times, it brings additional
traffic to Perfume.com.  We believe that the more strategic and
measurable advertising expenditures implemented during the last fiscal year were
a contributing factor to increased revenues in 2008.





Marketing
costs coincide with revenue growth and are expected to be in the range of 10% of
gross product revenue. We have been able to maintain marketing costs below 10%
of revenues while aggressively marketing our products and services.





Other
Expenses





During Q1
of 2009, we incurred restructuring costs of $264,904, consisting of
severance payments to the former President and Chief Operating Officer and to
other staff terminated in the first quarter as a result of restructuring our
staffing requirements.





During Q1
of 2008, we incurred various restructuring costs of $629,856 relating to
establishing the new management team.  These included approximately
$168,400 in severance payments and $25,700 in consulting fees for assistance
with the transition of the new management team, both of which were paid to our
former Chief Financial Officer, $317,100 in signing bonuses which were paid to
our new Chief Corporate Development Officer and our new Vice President Finance,
additional severance of $53,600 paid to one of our full time employees, $39,800
in costs related to changing our name and rebranding, and $25,300 in some final
windup costs related to the disposition of Frequent Traveler in late
2007.





Non-Controlling
Interest





As a
result of the restatement of our interim consolidated financial statements, the
effect of the non-controlling (“NCI”) interest carried forward from prior years
resulted in a net effect to the NCI liability at the December 31, 2007 year end
of $8,786.  There was a $51,506 credit relating to the non-controlling
interest on the consolidated statements of operations for the quarter ended
March 31, 2008.  This credit was related to the benefit received by
the minority shareholders due to the conversion of debt owed to the parent
company by the operating subsidiary, DHI, into shares of DHI common stock that
occurred in the first quarter of 2008.  The continued losses of DHI
have resulted in a debit balance of $24,007 in the NCI balance at March 31,
2009.




60


Global
Cricket Venture Expenses





The
Company has incurred costs of approximately $227,000 in the first quarter of
2009 relating to initial performance of its obligations under the MOUs with each
of the BCCI and the IPL, and establishing Global Cricket Venture with
NLB.  The costs have been reported as $40,064 of corporate general and
administrative expenses, $185,874 of management fees and employee salaries, and
$1,317 in corporate marketing expenses.  An additional $750,000 owing
in aggregate to the BCCI and IPL for the October 1, 2008 and January 1, 2009
minimum payments under the initial MOUs have also been accrued as at March 31,
2009.





In August
2009, GCV transferred and assigned to an unrelated third party (“CricketCo”) all
of its rights, title, and interest in and to the original MOU with the IPL, as
the original MOU was amended by the Novation Agreement that was signed on March
31, 2009.  Pursuant to this agreement, CricketCo also agreed to assume
and be liable for all past and future obligations and liabilities of GCV arising
from the original MOU, as it was amended by the Novation.  We have
also agreed to sell the  cricket.com domain name, along with the
website, content, copyrights, trademarks, etc., to a company related to
CricketCo for consideration of 4 equal payments of $250,000.  The
cricket.com domain name shall remain our property until all payments have been
made.  These two agreements will result in our full exit out of the
Cricket business, pending any obligation we may have to pay to the BCCI and IPL
if CricketCo fails to make the assumed payments, and with the exception of
interim support services which we have agreed to provide for a period of six
months.  The Company cannot determine the financial impact of this
transaction at this time.





Auctomatic





In August
2009, we reached an agreement with twelve of the eighteen Auctomatic
shareholders to convert $424,934 of the $800,000 payable into a convertible
interest bearing note with a one year term. The payment due date is May 22,
2010.





Also in
August 2009, we reached an agreement with the remaining two founders of
Auctomatic which terminates their employment.  Under their severance
agreements, we will repay the amounts owed under the Merger Agreement at a 10%
discount to face value and will record in Q3 of 2009 an additional $60,000 of
severance costs due to them under their employment agreements. In consideration
of these payments, these individuals have each agreed to forfeit their rights to
91,912 shares of Live Current common stock that were due to be issued to each of
them in May 2010 and May 2011 under the Merger Agreement.





We no
longer have any intention of using the software as a platform for the
development of any of its domain names.  It has now adapted a
different platform for Perfume.com, and will use platforms developed by the
Company’s partners for Karate.com and likely any future
partnerships.  The Company believes that any resale value of the
software without the individuals who built it is minimal.  As a
result, the Company believes that the auction software is impaired and will
write off its net book value of $590,973 at the end of the second quarter of
2009.





(e) Liquidity and
Capital Resources





We
generate cash inflows from (i) the sale of third-party products over the
Internet; (2) "pay-per-click" advertising; (3) selling advertising on media rich
websites with relevant content; and (4) the sale or lease of domain name
assets.  However, during the 2008 fiscal year and the first quarter of
2009, our cash inflows were not adequate to support our
operations.  In order to conserve cash, we paid certain service
providers with shares of our common stock during, and subsequent to, the quarter
ended March 31, 2009.





As at
March 31, 2009, current liabilities were in excess of current assets resulting
in a working capital deficiency of $3,143,335, compared to a working capital
deficiency of $3,199,931 at the fiscal year ended December 31,
2008.  During the three months ended March 31, 2009, we incurred a net
loss after other items of $916,408, compared to a net loss after other items of
$2,091,641 during the three months ended March 31, 2008.  This
quarter’s net loss includes gains from sales and sales-type lease of domain
names of $617,933 compared to $168,206 during the same period last year, as well
as a recovery on the payments for the Global Cricket Venture of $250,000 this
quarter.  We had a decrease in cash of $1,259,932 during the first
quarter of 2009 compared to a decrease in cash of $2,469,500 during the first
quarter of 2008.  From the beginning of the fiscal year to March 31,
2009, we increased our accumulated deficit to $13,693,603 from $12,777,195 and
have stockholders’ equity of $1,816,003.




61




The
decrease in cash for the three month period primarily included cash outlays to
pay off some large accounts payable that had been accrued at the December 31,
2008 fiscal year end, especially from our vendors relating to sales volume from
December 2008.  Other payments that were either unusual or
non-operational in nature included $161,000 that was paid during the quarter
related to Global Cricket Venture expenses incurred to perform under the
agreements with BCCI, IPL and NLB.





Operating
Activities





Operating
activities in the three months ended March 31, 2009 resulted in cash outflows of
$1,903,550 after adjustments for non-cash items, the most significant of which
were the stock-based compensation expense during the period of $610,343 and the
gain from the sales and sales-type lease of domain names of
$617,933.  Operating activities also included a significant decrease
in accounts payable of $875,645 and in amounts payable to the BCCI and IPL of
$250,000.  In the three months ended March 31, 2008, cash outflows of
$1,959,299 were primarily due to the loss of the period.





Investing
Activities





Investing
activities during the three months ended March 31, 2009 generated cash inflows
of $643,618, primarily due to proceeds received from the sale and sales-type
lease of domain names.  During the three months ended March 31, 2008,
cash from investing activities used $510,201 primarily consisting of accrued
expenses relating to deferred acquisition costs of $111,265 as well as paid
deferred acquisition costs of $121,265, both pursuant to the Auctomatic
merger.  Investing activities in the period also included purchases of
$154,069 for property and equipment and $147,025 spent in website development
costs.





Financing
Activities





There
were no financing activities in either the three months ended March 31, 2009 or
the three months ended March 31, 2008.





Future
Operations





At
quarter end, we had a working capital deficiency, and for over the past two
fiscal years we have experienced substantial losses.  We expect to
continue to incur losses in the coming quarters even though costs have been
reduced through lay-offs and restructuring.  We may also seek to
explore new business opportunities, including the partnering, building or
acquiring of a distribution center or warehouse in the United States to enhance
our fragrance fulfillment capability and improve gross margins.  These
acquisitions may require additional cash beyond what is currently available and
such funds may be raised by future equity and/or debt financings, and through
the sale of non-core domain name assets.





We are
pursuing opportunities to increase cash flows, however there is no certainty
that these opportunities will generate sufficient cash flows to support our
activities in the future in view of changing market
conditions.  During the 2009 fiscal year, we expect to expend
significant funds toward additional marketing costs, which we believe will
translate into higher revenue growth.  There is no certainty that the
profit margins we may generate going forward, as well as any successful raising
of working capital, will be sufficient to offset the anticipated marketing costs
and other expenditures and may result in net cash outflow for the 2009 fiscal
year.





We have
actively curtailed some operations and growth activities in an effort to reduce
costs and preserve cash on hand.  We are also continuing to seek
opportunities to sell selected domain names in order to address short term
liquidity needs.  As a result, we have entered into agreements with
brokers to sell several of our non-core but highly valuable dot-com domain names
from our portfolio of more than 800 domain names.  Two domain names
were sold or leased during the first quarter of 2009 for $1.65
million.  Through to May 15, 2009, we sold an additional domain name
for proceeds of $400,000.  We anticipate that further strategic sales
of these domain names, if successful, will provide us with the required cash to
meet our working capital needs, to fund cricket related expenditures, and to
provide for general operating capital needs over the next 12 to 18
months.  There can be no assurances that any future sales of domain
names on terms acceptable to us will occur.




62




The
interim consolidated financial statements have been prepared on a going concern
basis which assumes that we will be able to realize assets and discharge
liabilities in the normal course of business for the foreseeable
future.  Our ability to continue as a going-concern is in substantial
doubt as it is dependent on continued financial support from our investors, our
ability to sell additional non-core domain names, our ability to raise future
debt or equity financings, and the attainment of profitable operations to meet
our liabilities as they become payable.  The outcome of our operations
and fundraising efforts is dependent in part on factors and sources beyond our
direct control that cannot be predicted with certainty.  Access to
future debt or equity financing is not assured and we may not be able to enter
into arrangements with financing sources on acceptable terms, if at
all.  The financial statements do not include any adjustments relating
to the recoverability or classification of assets or the amounts or
classification of liabilities that might be necessary should we be unable to
continue as a going concern.





The first
payment due from Global Cricket Venture to the BCCI and the IPL was to be paid
on July 1, 2009.  The amount of the payment is
$2,250,000.  If Global Cricket Venture, a 50.05% owned subsidiary, is
unable to make the required payments to the BCCI or the IPL, and no extension or
renegotiation of the payment terms can be arranged, it may be exposed to a loss
of rights and opportunities, or potential liability for defaulting on its
payment.  Such claims could include breach of contract, lack of
performance and other claims for damages.  If these events were to
occur, they could have a negative effect on our overall anticipated results of
operations and performance.  In August 2009, the Company transferred
and assigned all its interests in the project, including its ownership of the
cricket.com domain name, for cash and assumption by the third party of all past
and future liabilities due to the BCCI and IPL, as discussed above.





We have
no current plans to purchase any significant property and
equipment.





Off-Balance
Sheet Arrangements





As of
March 31, 2009, we did not have any off-balance sheet arrangements, including
any outstanding derivative financial instruments, off-balance sheet guarantees,
interest rate swap transactions or foreign currency
contracts.   We do have off-Balance Sheet commitments as
disclosed in the notes to the interim consolidated financial statements,
included at page F-1 to this Report.  We do not engage in trading
activities involving non-exchange traded contracts.





(f) Application
of Critical Accounting Policies





Our
interim consolidated financial statements and accompanying notes are prepared in
accordance with United States generally accepted accounting
principles.  Preparing financial statements requires Management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by Management's application of accounting policies.  We believe that
understanding the basis and nature of the estimates and assumptions is critical
to an understanding of our operating results and financial
position.





Going
Concern





Our
interim consolidated financial statements have been prepared on a going concern
basis which assumes that we will be able to realize assets and discharge
liabilities in the normal course of business for the foreseeable
future.  We have generated a consolidated net loss for the quarter
ended March 31, 2009 of $916,408 ($9,987,270 for the year ended December 31,
2008) and realized a negative cash flow from operating activities of $1,903,550
for the quarter ended March 31, 2009 ($4,854,260 for the year ended December 31,
2008).  There is an accumulated deficit of $13,693,603 (December 31,
2008 - $12,777,195) and a working capital deficiency of $3,143,335 at March 31,
2009 ($3,199,931 at December 31, 2008).




63




Our
ability to continue as a going-concern is in substantial doubt as it is
dependent on continued financial support from our investors, our ability to
raise equity financing and the attainment of profitable operations and further
share issuances to meet our liabilities as they become payable,
including our commitments for Global Cricket Venture, if
any.  The outcome of these matters is dependant on factors outside of
our control and cannot be predicted at this time.





The
accompanying consolidated financial statements have been prepared on a going
concern basis which assumes that we will be able to realize assets and discharge
liabilities in the normal course of business for the foreseeable
future.  These financial statements do not include any adjustments
relating to the recoverability or classification of assets or the amounts or
classification of liabilities that might be necessary should we be unable to
continue as a going concern.





Principles
of consolidation





The
consolidated financial statements include our accounts, our wholly owned
subsidiary Delaware, our wholly-owned subsidiary LCM Cricket Ventures, our 98.2%
(December 31, 2007 - 94.9%) interest in our subsidiary DHI, DHI’s wholly owned
subsidiaries Importers and 612793, and LCM Cricket Ventures’ 50.05% interest in
Global Cricket Venture.  All significant intercompany balances and
transactions are eliminated on consolidation.





Business
Combinations





On the
acquisition of a subsidiary, the purchase method of accounting is used whereby
the purchase consideration is allocated to the identifiable assets and
liabilities on the basis of fair value at the date of acquisition.  We
consider critical estimates involved in determining any amount of goodwill, and
test for impairment of such goodwill as disclosed in our Goodwill accounting
policy below.





Revenue
Recognition





Revenues,
and associated costs of goods sold, from the on-line sales of products,
currently consisting primarily of fragrances and other beauty products, are
recorded upon delivery of products and determination that collection is
reasonably assured.  We record inventory as an asset for items in
transit as title does not pass until received by the customer.  All
associated shipping and handling costs are recorded as cost of goods sold upon
delivery of products.





Web
advertising revenue consists primarily of commissions earned from the referral
of visitors from our websites to other parties.  The amount and
collectibility of these referral commissions is subject to uncertainty;
accordingly, revenues are recognized when the amount can be determined and
collectibility can be reasonably assured.  In accordance with Emerging
Issues Task Force (“EITF”) 99-19, Reporting Revenue Gross as a
Principal versus Net as an Agent, we record web advertising revenues on a
gross basis.





Gains
from the sale of domain names, whose carrying values are recorded as intangible
assets, consist primarily of funds earned for the transfer of rights to domain
names that are currently in our control.  Revenues have been
recognized when the sale agreement is signed and the collectibility of the
proceeds is reasonably assured.  In the first quarter of 2009, there
was a sale of one domain name.  Collectibility of the amounts owing on
this sale is reasonably assured and therefore accounted for as a sale in the
period the transaction occurred.  In 2008, there was one sale of
a domain name.  Collectibility of the amounts owing on this sale is
reasonably assured and therefore accounted for as a sale in the period the
transaction occurred.





Gains
from the sales-type leases of domain names, whose carrying values are recorded
as intangible assets, consist primarily of funds earned over a period of time
for the transfer of rights to domain names that are currently in our
control.  When collectibility of the proceeds on these transactions is
reasonably assured, the gain on sale is accounted for as a sales-type lease in
the period the transaction occurs.




64


Stock-Based
Compensation





During
the third quarter of 2007, we implemented the following new critical accounting
policy related to stock-based compensation. Beginning July 1, 2007, we began
accounting for stock options under the provisions of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment (“FAS
123(R)”), which requires the recognition of the fair value of stock-based
compensation. Under the fair value recognition provisions for FAS 123(R),
stock-based compensation cost is estimated at the grant date based on the fair
value of the awards expected to vest and is recognized as expense ratably over
the requisite service period of the award. We have used the Black-Scholes
valuation model to estimate fair value of our stock-based awards which require
various judgmental assumptions including estimating price volatility and
expected life. Our computation of expected volatility is based on a combination
of historic and market-based implied volatility. In addition, we consider many
factors when estimating expected life, including types of awards and historical
experience. If any of these assumptions used in the Black-Scholes valuation
model change significantly, stock-based compensation expense may differ
materially in the future from what is recorded in the current
period.




In August
2007, our board of directors approved a Stock Incentive Plan to make available
5,000,000 shares of common stock to be awarded as restricted stock awards or
stock options, in the form of incentive stock options (“ISO”) or non-qualified
stock options to be granted to our employees, and other stock options to be
granted to our employees, officers, directors, consultants, independent
contractors and advisors, provided such consultants, independent contractors and
advisors render bona-fide services not in connection with the offer and sale of
securities in a capital-raising transaction or promotion of our
securities.  Our shareholders approved the Stock Incentive Plan at the
2008 Annual General Meeting.





We
account for equity instruments issued in exchange for the receipt of goods or
services from other than employees in accordance with FAS No. 123(R) and the
conclusions reached by the EITF in Issue No. 96-18.  Costs are measured at
the estimated fair market value of the consideration received or the estimated
fair value of the equity instruments issued, whichever is more reliably
measurable.  The value of equity instruments issued for consideration other
than employee services is determined on the earliest of a performance commitment
or completion of performance by the provider of goods or services as defined by
EITF 96-18.





On March
25, 2009, our Board of Directors approved a reduction in the exercise price of
stock option grants previously made under the 2007 Incentive Stock Option
Plan.  No other terms of the plan or the grants were
modified.





Inventory





Inventory
is recorded at the lower of cost or market using the first-in first-out (FIFO)
method.  We maintain little or no inventory of perfume which is
shipped from the supplier directly to the customer.  The inventory on
hand as at March 31, 2009 is recorded at cost of $47,421 (December 31, 2008 -
$74,082) and represents inventory in transit from the supplier to the
customer.





Website
Development Costs





We
adopted the provisions of EITF No. 00-2, Accounting for Web Site Development
Costs, whereby costs incurred in the preliminary project phase are
expensed as incurred; costs incurred in the application development phase are
capitalized; and costs incurred in the post-implementation operating phase are
expensed as incurred.  Website development costs are stated at cost
less accumulated amortization and are amortized using the straight-line method
over its estimated useful life.  Upgrades and enhancements are
capitalized if they result in added functionality which enables the software to
perform tasks it was previously incapable of performing.





Intangible
Assets





We
adopted the provision of FAS No. 142, Goodwill and Intangible
Assets, which revises the accounting for purchased goodwill and
intangible assets. Under FAS 142, goodwill and intangible assets with indefinite
lives are no longer amortized and are tested for impairment annually. The
determination of any impairment would include a comparison of estimated future
operating cash flows anticipated during the remaining life with the net carrying
value of the asset as well as a comparison of our fair value to book
value.




65




Our
intangible assets, which consist of its portfolio of generic domain names, have
been determined to have an indefinite life and as a result are not
amortized.  Management has determined that there is no impairment of
the carrying value of intangible assets at March 31, 2009.





Goodwill





Goodwill
represents the excess of acquisition cost over the fair value of the net assets
of acquired entities. In accordance with FAS
No. 142, Accounting for
Goodwill and Other Intangible Assets, we are required to assess the
carrying value of goodwill annually or whenever circumstances indicate that a
decline in value may have occurred, utilizing a fair value approach at the
reporting unit level. A reporting unit is the
operating segment, or a business unit one level below that operating segment,
for which discrete financial information is prepared and regularly reviewed by
segment management.





The
goodwill impairment test is a two-step impairment test. In the first step, we
compare the fair value of each reporting unit to its carrying value. We determine the fair
value of our reporting units using a discounted cash flow approach. If the fair value of the
reporting unit exceeds the carrying value of the net assets assigned to that
reporting unit, goodwill is not impaired and we are not required to perform
further testing. If the carrying value of
the net assets assigned to the reporting unit exceeds the fair value of the
reporting unit, then we must perform the second step in order to determine the
implied fair value of the reporting unit’s goodwill and compare it to the
carrying value of the reporting unit’s goodwill. The activities in the
second step include valuing the tangible and intangible assets and liabilities
of the impaired reporting unit based on their fair value and determining the
fair value of the impaired reporting unit’s goodwill based upon the residual of
the summed identified tangible and intangible assets and
liabilities.





We
assessed the carrying value of goodwill at the December 31, 2008 fiscal year
end, and there are no indications that a decline in value may have occurred to
March 31, 2009.  At that date, the fair value of the Perfume.com
reporting unit exceeded the carrying value of the assigned net assets, therefore
no further testing was required and an impairment charge was not
required.





Non-Controlling
Interest





Our
consolidated financial statements include the accounts of DHI (and its
subsidiaries).  All intercompany accounts and transactions have been
eliminated upon consolidation.  We record non-controlling interest
which reflects the 1.8% portion of the earnings of DHI and its subsidiaries
allocable to the holders of the minority interest.





(g) Recent
Accounting Pronouncements





FAS
162


In May,
2008, the FASB issued FAS 162, The Hierarchy of Generally Accepted
Accounting Principles. The new standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities. This Statement is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  We
do not expect that this Statement will result in a change in current
practice.





Recently
Adopted Accounting Pronouncements





FAS
161


In
March 2008, the FASB issued FAS 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FAS 133. FAS
161 is intended to improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance and cash flows. Entities are required to provide enhanced
disclosures about: how and why an entity uses derivative instruments; how
derivative instruments and related hedged items are accounted for under FAS 133
and its related interpretations; and how derivative instruments and related
hedged items affect an entity's financial position, financial performance and
cash flows.  FAS 161 was effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, which for us
was the fiscal year beginning January 1, 2009.  We adopted FAS 161 at
January 1, 2009, however the adoption of this statement did not have a material
effect on our financial results.




66




FSP
FAS 142-3


In April
2008, the FASB issued FASB Staff Position ("FSP") FAS 142-3, Determination of the Useful Life of
Intangible Assets.  FSP FAS 142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under FAS 142, Goodwill and Other Intangible
Assets.  The intent of FSP FAS 142-3 is to improve the
consistency between the useful life of a recognized intangible asset under FAS
142 and the period of expected cash flows used to measure the fair value of the
asset under FAS 141(R) and other applicable accounting
literature.  FSP FAS 142-3 was effective for financial statements
issued for fiscal years beginning after December 15, 2008, which for us was the
fiscal year beginning January 1, 2009.  We adopted FAS 142-3 at
January 1, 2009, however the adoption of this statement did not have a material
effect on our financial results.





FAS
141(R)


In
December 2007, the FASB issued FAS 141 (revised 2007), Business Combinations("FAS
141(R)"). FAS 141(R) significantly changes the accounting for business
combinations in a number of areas including the treatment of contingent
consideration, preacquisition contingencies, transaction costs, in-process
research and development and restructuring costs. In addition, under FAS 141(R),
changes in an acquired entity's deferred tax assets and uncertain tax positions
after the measurement period will impact income tax expense. This standard will
change accounting treatment for business combinations on a prospective basis.
FAS 141(R) was effective for financial statements issued for fiscal years and
interim periods beginning after December 15, 2008, which for us was the fiscal
year beginning January 1, 2009.  We adopted FAS 141(R) at January 1,
2009, however the adoption of this statement did not have a material effect on
our financial results.





FAS
160


In
December 2007, the FASB issued FAS 160 Noncontrolling Interests in
Consolidated Financial Statements, and simultaneously revised FAS 141
Business
Combinations.  This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, which for
us was the fiscal year beginning January 1, 2009. An entity may not adopt the
policy before the transitional date.  We adopted FAS 160 at January 1,
2009, however the adoption of this statement did not have a material effect on
our financial results.





FAS
157


In
September 2006, the FASB issued FAS 157, Fair Value
Measurements.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements.  This
standard does not require any new fair value measurements.





In 2008,
we adopted FAS 157 for financial assets and liabilities recognized at fair value
on a recurring basis. The adoption did not have a material effect on our
financial results. The disclosures required by FAS 157 for financial assets and
liabilities measured at fair value on a recurring basis as at December 31, 2008
are included in Note 3.





In
February 2008, the FASB issued FSP FAS 157-2, which delays the
effective date of FAS 157 to fiscal years beginning after November 15, 2008 for
nonfinancial assets and nonfinancial liabilities, except for those items that
are recognized or disclosed at fair value in the financial statements on a
recurring basis, which for us was the fiscal year beginning January 1,
2009.





We
applied the requirements of FAS 157 for fair value measurements of financial and
nonfinancial assets and liabilities not valued on a recurring basis at January
1, 2009.  We adopted these requirements of FAS 157 at January 1, 2009,
however the adoption of this statement did not have a material effect on our
financial results.





In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for that Asset is Not Active, which
clarifies the application of FAS 157 in determining the fair value of a
financial asset when the market for that asset is not active.  FSP FAS
157-3 is effective as of the issuance date and has not affected the valuation of
our financial assets.




67


PART
II





Item 6:
Exhibits.





(A)           Index
to and Description of Exhibits.





EXHIBIT
            DESCRIPTION31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Financial
      Officer32.1
            Section
      906 Certificate of Chief Executive Officer and Principal Financial
      Officer





68





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.








LIVE
      CURRENT MEDIA INC.Dated:    October 26,
      2009
            By:
            /s/
      C. Geoffrey HampsonName:
              Title:
            C.
      Geoffrey Hampson
              CEO
      and Chairman of the Board
              (Principal
      Executive Officer)Dated:    October 26,
      2009
            By:
            /s/
      C. Geoffrey HampsonName:
              Title:
            C.
      Geoffrey Hampson
              CEO
      and Chairman of the Board
              (Principal
      Financial Officer)





69