SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
LIVE
CURRENT MEDIA INC.
(Name of
Issuer)
Common Stock, $0.001 par value
(Title of
Securities)
20343G 10 8
(CUSIP
Number)
Mr. C.
Geoffrey Hampson
c/o Live
Current Media Inc.
375 Water
Street, Suite 645
Vancouver,
British Columbia, Canada V6B 5C6
(604)-453-4870
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December 21, 2010
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.
o
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
*This amount includes the
following: 1,982,050 shares of Common Stock; options to purchase 750,000 shares
of Common Stock; and warrants to purchase 195,000 shares of Common
Stock. This information has been computed in accordance with Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as
amended.
Item
1.
Security and
Issuer
382,800
shares of Common Stock, $0.001 par value (the “Shares”), of Live Current Media
Inc. (the “Issuer”). The Issuer’s address is 375 Water Street, Suite
645, Vancouver, British Columbia, Canada V6B 5C6.
Item
2.
Identity and
Background
(a)
This
statement is filed by C. Geoffrey Hampson (the “Reporting Person”).
(b)
The Reporting
Person’s address is 375 Water Street, Suite 645, Vancouver, British Columbia,
Canada V6B 5C6.
(c)
The Reporting
Person is the chief executive officer, principal financial officer and a
director of the Issuer.
(d)
During the
last five years, the Reporting Person has not been convicted in a criminal
proceeding.
(e)
During the
last five years, the Reporting Person has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f)
The Reporting
Person is a citizen of Canada.
Item
3.
Source and Amount of
Funds or Other Consideration
The
Shares were purchased on December 21, 2009 with the Reporting Person’s
funds. The purchase price was $0.15 per Share for a total purchase
price of $57,420.
Item
4.
Purpose of
Transaction
The
Reporting Person acquired the Shares as a personal
investment. Depending on market conditions and other factors, the
Reporting Person may acquire additional securities of the Issuer as he deems
appropriate, whether in open market purchases, privately negotiated
transactions, private placements with the Issuer or otherwise. The
Reporting Person also reserves the right to dispose of some or all of his shares
in the open market, in privately negotiated transactions with third parties or
otherwise.
In
acquiring the Common Stock, the Reporting Person did not have any plan or
proposal
(i)
that would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(ii)
that would
result in the sale or transfer of a material amount of assets of the
Issuer;
(iii)
that would
change the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(iv)
that would
result in any material change in the present capitalization or dividend policy
of the Issuer;
(v)
that would
result in any other material change in the Issuer’s business or corporate
structure;
(vi)
that would
result in any change in the Issuer’s charter, bylaws or instruments
corresponding thereto in order to impede the acquisition of control of the
Issuer;
(vii)
that would
cause a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(viii)
that would
cause a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(ix)
that would
result in any action similar to those enumerated above.
Item
5.
Interest in
Securities of the Issuer
As
computed using Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
as amended, the Reporting Person beneficially owns a total of 2,927,050 shares,
or approximately 12.2%, of the Issuer’s Common Stock. The Reporting
Person has sole voting and dispositive power over these
securities. The Reporting Person’s securities include 1,982,050
shares of Common Stock, 750,000 shares of Common Stock that he may acquire
through the exercise of an option and 195,000 shares of Common Stock that he may
acquire through the exercise of warrants. The Reporting Person had
the right to receive approximately 239,097 shares of Common Stock that were to
be issued to the Reporting Person as part of his compensation for services
rendered to the Issuer, however, on December 28, 2009 the Reporting Person’s
employment agreement was amended to pay the compensation in cash, rather than in
Common Stock.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The
Reporting Person has an option to purchase 1,000,000 shares of the Issuer’s
Common Stock, of which the right to purchase 750,000 shares has vested or will
vest within 60 days. The option was granted on September 11, 2007 and
has a term of 5 years. The exercise price is $0.65 per
share. The Reporting Person also has 2 warrants, each of which was
granted on November 19, 2008, to purchase a total of 195,000 shares of the
Issuer’s Common Stock. The Reporting Person has the right to purchase
97,500 shares at a price of $0.78 per share and the right to purchase 97,500
shares at a price of $0.91 per share. The warrants will expire on
November 19, 2011.
Item
7.
Material to Be Filed
as Exhibits
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
January
4, 2010
|
/s/ C. Geoffrey
Hampson
C.
Geoffrey Hampson
|