SEC Division of Corporation Finance no-action letter: Live Current Media Inc.

RICHARDSON & PATEL LLP
10900 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
Telephone (310) 208-1 182
Facsimile (310) 208-1 154
March ll,2}11
Securities Exchange Act of 1934, Section 12(h); Rule 12h-3 Securities Exchange Act of 1934, Section 13(a) Securities Exchange Act of 1934, Section 15(d) .IA ELECTRONIC MAIL Securities and Exchange Commission Offrce of Chief Counsel 100 F Street, N.E. Washinglon, D.C. 20549 Ladies and Gentlemen:
We are writing on behalf of our client, Live Current Media Inc., a Nevada corporation, (the "Comp any") to request that the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") confirm that it concurs in the Company's view that the requirement imposed by Section i0(a)(3) of the Securities Act of 1933 (the "Securities Act"), as amended, to update the Company's Registration Statements (as defined below) will not preciude the Company from utilizing Rule 12h-3 under the Securities Exchange Act of 1934 (the ;'Exchange Act") to suspend its duty to file with the Commission curent and periodic reports, includinf its Annual Report on Form 1 0-K for the fiscal year ended December 3 I , 201 0 (the "Form lb-K";, as required by Section 15(d) of the Exchange Act and the rules promulgated thereunder. If the Commission grants the relief sought by this letter, the Company intends to frle a Form 15 to discontinue its reporting obligation prior to March 31,2011, the due date of the Form 10-K. The Company will continue to file all Current Reports on Form 8-K until it files a certification on Form 15.
I. Background of the ComPanY.
The Company was incorporated under the laws of the State of Nevada on October 10, 1995 under the name "Troyden Corporation". The Company's name was changed on AugustZl, 2000 from Troyden Corporation to Communicate.com Inc., and agun on May 30, 2008 to Live Current Media Inc.. Through Domain Holdings,Inc., the Company's subsidiary, it owns more than 900 domain names. The Company's plan is to build consumer internet experiences based on the generic domains within its portfolio of domain names. The Company intends to develop a portfoli,o of e-commerce businesses, either by itself or by entering into arrangements with tusinesses that operate in the product or service categories that are described by the domain

Securities and Exchange Commission
Offrce of Chief Counsel
March ll,2017 name assets it owns. The domain names span several consumer and business-to-business categories including health and beauty (such as Perfume.com) and sports and recreation (such as Kara:te.com). To date, the only business that generates significant revenue is Perfume.com' which sells brand name fragrances, including women's perfume, men's cologne, and skin care products, direct to consumeis who are primarily located in the United States, although there have teen small transactions with consumers in Canada and the United Kingdom' The Company's revenues have not been adequate to support its operations and for the past several quarters have been in decline. In October 2010, the Company's management was replaced as a result ofaproxy contest. The Company filed a registration statement on Form 10 with the Commission on March 10, 2000, registeiingits common stock under Section 12(g) of the Exchange Act. The Company does not have, nor has it had in the past, securities registered under Section 12(b) ofthe Exchange Act. The Company's common stock, $0.001 par value, traded on the OTC Bulletin Board until February 23, 2011 , when it began trading on the OTC Pink Sheets, under the symbol "LIVC". As of March 8, 2011, the Company had 29,976,180 shares of common stock outstanding held by I43 rccordstockholders. The Co-puty has no other outstanding class of equity securities. As of March 8, 2010, the Company has outstanding (i) options issued through the Communicate.com, qnc.2007 Stock Incentive Plan for the purchase of 65,000 shares of common stock which are held by six individuals, (ii) warrants for the purchase of 7,577,344 shares of common stock held ay ZZ persons and (iii) promissory notes held by five individuals that may be converted into I,227,689 shares of the Company's common stock. These are the only outstanding rights to acquire common stock or other securities of the Company. The exercise price of the outstanding options ($0.16 per share and $0.65 per share), the exercise price of the outstanding warrants t$O.qf per share and $0.15 per share) and the conversion price of the convertiblJpromissory notes ($0.25 per share) are significantly above the market price of the Company's common stock. On March 8,2011, the last sale price of the Company's cofilmon stock was $0.0S. The common stock constitutes the only securities of the Company registered or required to be registered under Section 12 or subject to a reporting obligation under Section tSiO; of tne Exchange Act. The common stock, options, warrants and promissory notes are the only-classes of the C,-ompany's securities that are outstanding. The Company is current in all of its periodic and current i"pottr through the date of this letter and has filed all such reports during the most recent 3 fiscal years. The Company's fiscal year ends on December 31. The Company is not required by an indenture or any other document to submit, provide, furnish or file reports under the Exchange Act
with the Commission, a trustee or any other third party during theiime period in which the Company seeks to avail itself of the suspension ptouiO"a Uy nute l2h-3 and, once a Form 15 is filed with the Commission to suspend the 'Co*purry', duty to file reports under Section 15(d), the Company will not do so on a voluntary basis or otherwise.

Securities and Exchange Commission
Office of Chief Counsel
March ll,20Il
il. Registration Statements.
The Company has on file with the Commission the following Securities Act registration statements:
Form S-8 (File No. 333-14 5640). This registration statement registered the offer and sale of 5 million shares of common stock in connection with the Communicate.com, 1nc.2007 Stock Incentive Plan (the "Plan"). The registration statement became effective on August 22,2007, the date it was filed. Form SB-2 (File No. 333-1476S8). This registration statement registered for resale a total of 2,550,000 shares of common stock purchased by the selling shareholders in a private offering that was completed in October 2007. The registration statement was declared effective on January 7,2008. Form S-1 (File No. 333-158951). This registration statement registered for resale a total of 4,254,682 shares of common stock purchased by the selling shareholders in various private offerings. The registration statement was declared effective on July 1,
2010. The common stock registered consisted of 2,627,344 shares of common stock and
I,627 ,338 shares of common stock underlying warrants. Warrants representing the right to purchase 813,669 shares of common stock, which had an exercise price of $0-78, exiired unexercised inNovember 2010. Warrants representing the right to purchase the remaining 813,669 shares of common stock, which have an exercise price of $0.91 a share, will expire in November 2011. The registration statement on Form S-8 was automatically updated on March 29'2010 under Sectionl0(a)(3) of the Securities Act in connection with the filing of the Company's Annual Report on roim 10-K for the fiscal year ended December 31,2009. The registration statement on Form S-l was declared effective in July 2010. The registration statement on Form S-g and the registration statement on Form S-1 are sometimes collectively referred to as the "Registration Statements". No sales were made under any of the registration statements during the fiscal year ended December 31,2010 and no sales have been made during the current fiscal year. All of the shares registered on the registration statement on Form SB-2 and on the registration statement on Form S-1, with the except-ion of g13,669 shares of common stock that would be issued in the event that selling shareholders exercised their warrants, are eligible for resale without registration under Rule 1++ under the Securities Act, and such eligibilify is not dependent upon the ava1labllity of current public information regarding the Company due to the applicable holding periods. Furthermore, the Company has no agreements with any selling shareholder which would obligate the Company to maintain the effectiveness of the Registration Statements for any particular length of ti-". If the selling shareholders were to exercise the warrants, they would be entitled

Securities and Exchange Commission
Office of Chief Counsel
March ll,20Il to sell the shares of common stock they acquire pursuant to an exemption provided by Section 4(1) of the Securities Act of 1933. On January 21,2011 and January 25,2011, the Company frled post-effective amendments to each of the registration statements to deregister any common stock that remained unsold. The post-effective amendment to the registration statement on Form S-8 was effective on January ZS,ZOt1, the date of filing. The post-effective amendments to the registration statements on form SB-2 and S-1 were declared effective on January 24,2011. Accordingly, no investors will be able to purchase securities pursuant to the Registration Statements, therefore, the protection ofsection 15(d) is no longer necessary for potential purchasers.
ilI. Discussion.
Rule 12g-4(a) under the Exchange Act provides that an issuer is entitled to terminate its registration of a class of securities undei Section 12(g) of the Exchange Act if the issuer certifies tolhe Commission that such class of securities is held of record by less than 300 persons. The issuer,s duty to file any reports required under Section 13(a) is suspended immediately upon the filing of the necessary certification on Form 15. Since the Company satisfies the requirements of Rute tZg-+(a), it is currently eligible to deregister the common stock under Section 12(g) of the Exchan[e Act and will frle a Form 15 to terminate the Company's Section 12(g) reporting obiigations. Rule 12h-3(a) under the Exchange Act provides that, subject to the provisions of paragraphs (c) and 1a; of tne rule, an issuer's duty under Section 15(d) of the Exchange Act to ht" r"pottt with respect to a class of securities specified in Rule 12h-3(b) shall be suspended immeiiately upon tl" nft g of a Form 15 if the issuer has filed all reports required by Section 1 3 (a) of the Exchange Act -for the shorter of its most recent three fiscal years and the portion of the current year preJeding the date of filing, or the period since the issuer became subject to such reporting oUtiguiion. The Company has frled all required reports under Section 13(a) of the nxchanie Act for the period speciied in Rule l2h-3(a), and the common stock meets the criteria set forth in Rule 12h-j&), in that the common stock will be held of record by less than 300 shareholders on the date that the Form 15 is filed. Rule l2h-3(c) of the Exchange Act provides that the suspension to file reports under
Section 13(a) is not available to any clurt oi securities for a fiscal year in which a registration
statement ,"iuting to that class becomes effective under the Securities Act or is required to be updated p,rrrrurrito Section 10(a)(3) of the Securities Act. The registration statement on Form S-g was automatically updated under Section 10(aX3) when the Company filed its Form 10-K for the fiscal year "nd"d D.".mber 31,2009. The registration statement on Form S-1 was filed and became effective during the 2010 frscal year. A literal interpretation of Rule 12h-3(c) would prevent the Company fromiuspending its duty under Section 15(d) because the Registration -statements are "required to be updated pursuant to Section 10(a)(3) of the Act . - - ." Rule 12h￾3(c).

Securities and Exchange Commission
Office of Chief Counsel
March l1,20ll
However, the purpose of Rule I2h-3 is to permit a company to suspend its reporting obligations when its sicurities are held by a small number of persons. The Commission has repeledly indicated that a literal reading of Rule 12h-3(c) is not always justified by public poti"y ,"urorrr. In the proposing reiease to revise Rule 12h-3(c), the Commission stated that the p"tpor" of periodic reporting d.t Section 15(d) is "to assure a stream of current information "U""t an issuer for thsbenefit of purchasers in the registered offering, and for the public, in situations where Section 13 of the Exchange Act would not otherwise apply" and that "this [Rule 12h-3(c)l limitation is in keeping with the philosophy reflected in Section 15(d) of the Exchange Act thaigenerally the investing public should have available complete information about the issuer's activities at least through the end of the year in which it makes a registered offering." Exchange Act Release No. 34-20263 (October 5, 1983) (the "Proposing Release"). See also Craftmade International, Inc. (available January 27,2070); DataTrak International, Inc. (available August 12,2019);Newo-Hitech, Inc. (available July 30, 2009); and Interlink Electronics, Inc. (available March 26, 20A9). The Company respectfully submits that if the purpose of Rule 12h-3(c) is to give the investing public iomplete information about the issuer's activities through the end of the year in which the issuer makes an offering, then requiring the Company to continue to report now would not further that purpose because no one has used the subject registration statements during the fiscal year ended December 31,2010 orthe current fiscal year. The Commission has concurred in allowing issuers to file a Form 15 notwithstanding that such issuers had effective registration statements that had been automatically updated during the current fiscal year. See e.g.,-PureDepth, Inc. (available March 8, 2010); Craftmade International, Inc. (available January 27:20l0,Neuro-Hitech, Inc. (available July 30,2009) and I. C. Isaacs & Company, Inc. (available August 13, 2008). The Commission has also permitted the filing of a Form 15-by issuers whose relistration statements were declared effective within a few months of their request to suspend the duty to file reports under Section 15(d). See e.g., Goodman Global Group, Inc. (available December 14,2010). In the proposing Release, the Commission acknowledged that Congress recognized, with respect to Section 15(dl that thebenefits of periodic reporting by an issuer may not always be .orirrn"nrate with the financial and adminiitrative burdens imposed, particularly where small companies with a small number of public stockholders are involved' See E. G., PureDepth, Inc' lavailable March 8, 2010), Silverstar Holdings, Ltd. (available May 15,2009); and Internlink Electonrics, Inc. (available March 26, 2009). The Company satisfied each of the elements set forth in Rule l2h'3 for suspension of its reporting
obligati,ons under Section 15(d): (i) in accordance with Rule 12h-3(a), the Company nas nteA *l reports required by Section 13(a) for its three most recent fiscal years and through the date of this leuer for its current fiscal year; and (ii) in accordance with Rule 12h-3(bx1xi),

Securities and Exchange Commission
Offrce of Chief Counsel
March 1l,20ll the Company has fewer than 300 stockholders of record. As of March 8, 2011, the Company had 143 holders of record of its common stock. The preparation of the Form 10-K imposes a financial burden on the Company and involves sigdficant management efforts, including the incurrence of costs that are estimated to be approximately $120,000 for this filing, for a company that has experienced continued revenue decline and an increase in its losses. Furthermore, reductions in staffing levels and the lack of internal accounting and financial support due to cost cutting initiatives has made it difficult for the Company to devote the necessary resources to ongoing reporting under the Exchange Act, including the preparation of its Form 10-K. Such burdens and efforts are disproportionate to the number of record holders, and disporportionate to the benefits to be derived given the limited trading activity in the Company's common stock. The Company's common stock has historlaily seln low turnover and trading activity is extremely thin. The average daily trading volume in the common stock during the prece ding 12 months was approximately 18946 shares. During the same period, there were 55 trading days on which there were no transactions in the Company's cofitmon stock. Options to purchase shares of the Company's common stock pursuant to the Plan covered by the registration statement on Form S-8 are held by six persons. All option holders are current oi fo.-"i officers, employees or directors of the Company and all such options ate currently set at exercise prices that are significantly higher than the price at which the Company's common stock is currently trading. As a matter of fact, due to the disparity between the current market price of the common stock and the option exercise price (which is $0.65), none of the options ihut *"r" granted have ever been exercised. Likewise, the promissory notes are held by five individuals and the warrants are held by 23 persons. Again, the disparity between the current market price of the common stock and the exercise and conversion prices ($0'91 and$0.25, respectively) are significant and makes the likelihood of conversion or exercise unlikely. It is oui view that the benefit to those few persons holding options, warrants and promissory notes is outweighed by the excessive cost to the Company of being required to hle the Form 10-K or any other reports. There is very little benefit to the investing public to be had by requiring the Company to file the Form lO-K. The policy rationale underlying Rule 12h-3(c) is not applicable to the Company's Registration Statements. We note that the Commission has granted no-action relief in a range of ciicumstances where the literal application of Rule 12h-3(c) would yield relatively little pullic benefit in light of the burdens on the issuer of compliance with the reporting requiiements under the Exchange Act. See e.g., Craftmadelntemational, Inc. (available Januaty
27-,2010);Neuro-Hitech, Inc. (available July 30, 2009) and Interlink Electronics, Inc. (available March 26,2009). In the Company's circumstances, the financial burdens of filing the Form 10-K are disproportionate to any benefits. The Company publicly reported losses for the 2009 fiscal year and for each of the first three quarters of tne 2010 fiscal year. The Company believes that the

Securities and Exchange Commission
Office of Chief Counsel
March ll,207l funds spent to prepare and file the Form 10-K and otherwise ensure compliance with Commission regulations could be used more effectively by investing them in internal projects intended to increase stockholder value. Once the Company terminates its reporting status, Rule 701 under the Securities Act will permit it to offer and sell securities pursuant to the Plan. See New City Communications, Inc. (available October 7, 1988). The Company has informed us that after the filing of the Form 15, irrrr*"", of securities pursuant to the Plan will comply with Rule 701. Rule 701 exempts from the registration requirements of the Securities Act certain offers and sales of securities made under the terms of compensatory benefit plans and written compensation arrangements by an issuer not subject to the reporting requirements of the Exchange Act. The Plan satisfies the eligibility requirements of Rule 701, andupon the effectiveness of the Form 15 certification, the Company wiil become eligible as an issuer to utilize the exemption under Rule 701. Securities issued under Rule 701 wiil be restricted securities as defined in Rule 144 undet the Securities Act, as provided by Rule 701(9). Similarly, in the unlikely event that the warrants are exercised or the piomissory notes converted, the Company would issue the common stock pursuant to the exemption provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Shares acquired upon the exercise or conversion of the options, warrants or promissory notes may only be resold pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. See e.g., Planet Technologies, Inc. (available February 7,2408). If the number of the Company's stockholders exceeds 300 in the future, the Company will once again begin filing reports pursuant to Section 15(d).
IV. Conclusion and Request for Relief
For the foregoing reasons, we respectfully request the Division of Corporation Finance to issue a no-action letter advising us that the Commission concurs with the Company's view that the updating requirements of Securities Act Section 10(aX3) as to the Registration Statements will not p."it,ra" the Company from using Rule 12h-3 under the Exchange Act to suspend its duty to frle with the Commission current and periodic reports, including the Form 10-K, required by Section 15(d) of the Exchange Act and the rules promulgated thereunder￾Very truly yours, zuCHARDSON & PATEL LLP Y{lw l""<