Management's Discussion and Analysis

The following selected financial data was derived from the Company's audited consolidated financial statements for the year ended December 31, 2022. The information set forth below should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2022 and related notes included elsewhere in this report. During the 2023 fiscal year, the Company expects to focus its resources on the development of its platform to grow market share in the creator economy. This platform combines capabilities from the Company's acquisitions during the 2022 fiscal year, expanding its offering in the market. As a result, historical results and capital requirements are not expected to be reflective of the Company's financial results and capital requirements moving forward.

The acquisition of Evasyst, Inc. ("Evasyst") was accounted for as a reverse acquisition, with Evasyst being treated as the acquiring entity for accounting and financial reporting purposes. As such, moving forward the financial statements of the Company will be presented as a continuation of the operations of Evasyst.



Summary of Results

                                             Year ended December 31,
                                                2022            2021       % Change
  Revenues                                $       488,018    $ 427,868        14.06%

  Operating expenses (income)
  Software and platform development costs         603,833      277,238       117.80%
  Gain on settlement of lease liability          (399,230 )          -           n/a
  General and administration                    2,465,577      279,700       786.77%
  Depreciation and amortization                    22,810       19,665        16.00%
  Wages and salaries                            2,639,145       29,615     8,811.51%
  Gain on sale of domain name                     (89,903 )          -           n/a
  Cost of goods sold                               55,800            -           n/a
  Impairment of goodwill and intangibles        9,592,424            -           n/a
  Impairment of right to use lease asset                -      354,895           n/a
                                          $    14,905,183    $ 961,113      1450.83%


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Results of Operation

Revenue

The Company recognized revenue of $488,018 which is primarily derived from subscription-based services and software-as-a-service for the year ended December 31, 2022 compared to $427,868 for the year ended December 31, 2021, which is an increase of $60,150. The increase in revenue is primarily a result of the acquisition of Guru Experience, Co., who's operations are included in the Company's financial statements from the date of acquisition on November 23, 2022.

The Company's revenue primarily consists of software subscription fees that allow customers to access the hosted software over the contract period. The revenue arrangements do not contain general rights of refund in the event of cancellations. In addition, service revenue represents fees for services provided that are not covered under subscription arrangements. The Company recognized revenue of $321,771 associated with Live Current's software subscriptions for the year ended December 31, 2022 compared with $427,868 in the comparable prior period, which is a decrease of $106,097.

Acquired company Guru Experience, Co.'s revenue primarily consists of software subscription fees that allow customers to access the hosted software over the contract period.

The following table disaggregates revenue by major source for the period from the date the Company acquired Guru Experience, Co. to December 31, 2022 is as follows:



                     2022
Subscription fees $ 161,080
Service revenue   $   5,166
                  $ 166,247

During the period since acquisition, revenue to the Company's largest customers represented approximately 28%, 23%, 14%, and 11% of total revenue. As of December 31, 2022, the Company had accounts receivable due from four customers which represented 26%, 26%, 16%, and 16%, respectively, of its total accounts receivable.

The Company is in the process of integrating its platforms and expects to begin generating additional streams of revenue in the 2023 fiscal year. Anticipated revenue streams include subscription-based services and software-as-a-service, with the additions of transaction fees, advertising, and revenue share agreements across its platforms. There is no assurance that the Company will realize additional revenues from these revenue streams moving forward.



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Operating Expenses

Operating expenses for the year ended December 31, 2022 were $14,905,183 compared to $961,113 for the year ended December 31, 2021, an increase of $13,944,070. The change is mainly due to an increase in Wages and Salaries, which was $2,639,145 for the year ended December 31, 2022 compared with $29,615 in the comparable prior period, which is an increase of $2,609,530. Wages and Salaries is comprised of the Company's current employees. The Company had hired 21 employees and engaged with 15 contractors post merger of Evasyst and Live Current. General and Administrative costs increased for the period with insurance and other operating expenses associated with a larger workforce and professional consultants. Software and Platform Development costs increased for the period with the integration, improvements, and maintenance of the Company's platforms. Majority of these costs were non-cash items associated with the RTO of Evasyst and Live Current, including $1.6MM in transaction costs, and $9.6MM in impairment charge of goodwill and other intangibles.

Net Loss

The Company recorded a net loss of $15,187,697 for the year ended December 31, 2022 compared to $392,329 for the comparable prior period. The majority of the difference is the result of Impairment of Goodwill and Intangibles which were $9,592,424 for the year ended December 31, 2022, which was comprised of goodwill attributed to Evasyst at the merger. Non-cash expenses associated with the merger from Q1 2022 were abnormally high, totaling $1,577,250, which represents roughly 11% of operating expenses for the year ended December 31, 2022.

Liquidity and Capital Resources

Live Current reduced its operating expenses in January of this year by furloughing employees, and maintaining its core team with the directive of completing key acquisitions within the Creator Economy. In addition to reducing the Company's monthly burn, LIVC has raised additional funds through a combination of debt and equity during Q1 2023.

The Company is currently seeking additional equity financing and has received some subscriptions for the first tranche. Proceeds from the Company's financing will be used for additional key acquisitions, including a key Creator Economy platform that has signed a non-binding LOI. Funds will also be used to finance the Company's operations. Concurrently, the Company has recently refinanced existing loans at a better rate, and providing additional cash to fund growth.



Capital Resources

                                  December 31
                               2022          2021

Total Current Assets      $    373,095   $    19,311
Total Assets                   498,814        46,788

Current Liabilities          1,932,838       962,990
Total Liabilities            4,281,174     4,060,109

Working Capital (deficit) $ (1,559,743 ) $ (943,679 )




Cash Flows

                                                       Year Ended December 31
                                                          2022           2021

Net cash provided by (used in) operating activities $ (3,399,885 ) $ 21,547



Net cash used by investing activities                    2,413,456            -

Net cash provided by (used in) financing activities 1,146,207 (22,000 )



Net increase (decrease) in cash                     $      159,778    $    (453 )


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The Companyhad a working capital deficit of ($1,559,743) on December31, 2022 as compared to a working capital deficit of ($943,679) at December 31, 2021. The increase in the working capital deficit was primarily due to a significant increase in Evasyst's current liabilities during 2022.

Cash provided by investing for the year ended December 31, 2022 was $2,413,456, and was primarily related to cash acquired of $2,425,790 in the reverse acquisition of Live Current Media in April 2022. There was no cash provided by or used in investing activities for the year ended December 31, 2021.

Cash provided by financing activities for the year ended December 31, 2022 was $1,146,207, and was primarily related to net cash proceeds from senior secured promissory notes, convertible notes, and financing agreements. Cash used in financing agreements was $22,000 for the year ended December 31, 2021.

Any long-term financing that we obtain in the future is expected to come from sales of our equity securities and/or convertible debt financing. There is no assurance that we will be able to obtain financing in amounts sufficient to meet our short-term or long-term capital needs. If the Company is successful in completing any equity or convertible debt financings, of which there is no assurance, or if an issuance of equity securities in payment for the goods or services provided, existing shareholders will likely experience a dilution of their interest in the company.

If the Company is not successful in raising sufficient financing, it will not be able to complete the current plan of operation and may not be able to continue as a going concern. The Company does not have any specific alternatives to the current plan of operation and has not planned for any such contingency. If the Company is not able to raise sufficient financing, the business may fail and existing shareholders may lose all or part of their investment.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

Our significant accounting policies are described in Note 1 to our consolidated financial statements for the year ended December 31, 2022.

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