- Current report filing (8-K)
December 22 2009 - 10:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15
(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 16,
2009
LIVE CURRENT MEDIA
INC.
(Exact
name of Registrant as specified in charter)
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Nevada
(State
or other jurisdiction
of
incorporation)
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000-29929
(Commission
File Number)
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88-0346310
(IRS
Employer
Identification
Number)
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375 Water
Street, Suite 645
Vancouver,
British Columbia V6B 5C6
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (604) 453-4870
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2 below).
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13(e)-4(c))
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Item
4.01.
Changes in
Registrant’s Certifying Accountant
(a)
Previous
independent registered public accounting firm
On
December 16, 2009, Ernst & Young LLP (“E&Y”) was dismissed as the
independent registered public accounting firm for Live Current Media Inc. (the
“Company”). This action was approved by the Audit Committee of the
Board of Directors of the Company.
The
reports of E&Y on the Company's consolidated financial statements for the
fiscal years ended December 31, 2008 and December 31, 2007 did not contain any
adverse opinion or a disclaimer of opinion, however the report issued on the
financial statements for the year ended December 31, 2008 was modified as to our
ability to continue as a going concern.
During
the Company's fiscal years ended December 31, 2008 and December 31, 2007 and
through December 16, 2009, there were no disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused it to make reference thereto in its
reports on the Company's financial statements for such fiscal
years.
During
the Company’s fiscal years ended December 2008 and 2007 and through the most
recent interim period, there was a “reportable event” as described in Item
304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). As disclosed in our 2008 Form
10-K, as amended, our control environment did not sufficiently promote effective
internal control over financial reporting throughout the
organization.
On June
18, 2009 the Company was advised by E&Y that the audit opinion dated March
24, 2009 on the Company’s December 31, 2008 and 2007 consolidated financial
statements could no longer be relied upon. There were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure with E&Y relating to
this event.
The
Company provided E&Y with a copy of this Current Report on Form 8-K prior to
its filing with the Commission and requested that E&Y furnish a letter
addressed to the Securities and Exchange Commission stating whether E&Y
agrees with the statements made by the Company in response to this item 4.01 and
set forth above (the “Letter”). A copy of the Letter, dated December 22, 2009,
from E&Y to the Commission is attached as Exhibit 16.1 to this Current
Report on Form 8-K.
(b)
New
independent registered public accounting firm
On
December 18, 2009, Davidson & Company LLP (“Davidson”) was engaged as the
independent registered public accounting firm for the Company. The
engagement of Davidson was approved by the Audit Committee of the Board of
Directors of the Company. During the Company’s fiscal years ended
December 31, 2008 and December 31, 2007 and through December 18, 2009, the
Company did not consult with Davidson regarding any of the matters or events set
forth in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K.
On
December 22, 2009, the Company issued a press release to announce the change of
our certifying accountants. A copy of the press release is attached as Exhibit
99 to this report.
Item
9.01.
Financial
Statements and Exhibits
Exhibits
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Exhibit
16.1
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Letter re: Change in
Certifying Accountant
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Exhibit 99
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Press
Release
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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 hereunto
duly authorized.
LIVE
CURRENT MEDIA INC.
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By:
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/s/
C. Geoffrey Hampson
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Chief
Executive Officer
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Dated:
December 22, 2009
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