Eva Live Inc
For the period ended Sep 30, 2024. Filed Nov 19, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 19, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0001493152-24-030898
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-19.
0001493152-24-046789
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 58 current paragraphs.
40 unchanged; 11 reworded; 6 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Recent Significant Transaction
Current report
EvaMedia Corp. Acquisition (Reverse Acquisition)
Current report
Reverse Capitalization
Current report
After SEC’s order on BF Borgers CPA in May 2024, the Company reevaluated the significant transaction as reverse capitalization instead of a reverse acquisition. On September 28, 2021 (the ‘Acquisition Date’), the Company entered a reverse capitalization transaction (Acquisition) with EvaMedia Corp. (‘EvaMedia). As per SEC 7050 – Reverse Mergers, A reverse recapitalization is a transaction in which a shell company (as defined in Exchange Act Rule 12b-2) issues its equity interests to effect the acquisition of an operating company. Reverse recapitalization is accounted for as a capital transaction equivalent to the operating company (i.e., the accounting acquirer, EvaMedia) issuing its equity for the net assets of the shell company (the Company) followed by a recapitalization. A reverse recapitalization is not accounted for as a business combination because the shell company is not a business. Since a reverse recapitalization is not accounted for as a business combination, there would not be any goodwill recorded because of the reverse recapitalization transaction. Therefore, we have eliminated goodwill of $2,010,606 as of September 30, 2024. Rather, any excess of the fair value of the shares issued by the operating company over the value of the net monetary assets of the shell company is recognized as a reduction to equity. In a reverse recapitalization the legal acquirer/issuer is a shell company, the Company.
Current report
During the three months ended September 30, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $6,535,287 and $175,740, representing 329.69% and 10.34% of the respective quarterly revenue. The increase in G and A expenses was due to share based compensation to the Company’s officer, directors, consultant, and financial advisor. The Company issued 1,950,000 shares valued at $5,561,501.
Current report
During the nine months ended September 30, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $7,508,575 and $518,746, representing 117.18% and 16.60% of the respective quarterly revenue. The increase in G and A expenses was due to share based compensation to the Company’s officer, directors, consultant, and financial advisor. The Company issued 1,950,000 shares valued at $5,561,501.
Removed paragraphs (2)
Previous report
Recent Significant Transaction – EvaMedia Corp. Acquisition
Previous report
During the six months ended June 30, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $973,288 and $343,006, representing 44.47% and 31.77% of the respective quarterly revenue. During the six months ended June 30, 2024, and 2023, the Company spent $3,616,019 and $601,172 in buying media traffic, representing 165.22% and 55.68% of respective quarterly revenue. The increase in media traffic was due to service the increase in revenues for the six months ended June 30, 2024. During the six months ended June 30, 2024, and 2023, the amortization and depreciation expenses were $0 and $108,889.
Reworded paragraphs (11)
Previous wording
We consider the Acquisition a reverse acquisition; therefore, the purchase consideration is the Company’s fair value as of September 28, 2021. The number of shares issued and outstanding for the Company just before the Acquisition Date was 977,348, with a market price of $2.000 quoted on the OTC Bulletin Board under the trading symbol GOAI. We estimated the purchase price and the book value or net financial liability of the Company to be $1,954,697 and $55,909. As a result, we recorded Goodwill as the difference between the purchase price and book value, $2,010,606. The Company carried out the Goodwill Impairment Analysis as of December 31, 2021, where the carrying value of the Goodwill as of December 31, 2021, is $2,010,606. The fair market value of the implied Goodwill is approximately $37,772,765, which is higher than the carrying value, and thus, the Company did not record any impairment as of December 31, 2023. Factors that might lead a company to perform more frequent impairment tests include economic downturns, poor operational results, lower market capitalization, or other market and industry changes that could reduce the fair value of the reporting units or the intangible assets. We opted not to perform impairment tests as such factors do not impact our business during the three months ended June 30, 2024.
Current wording
We consider the Acquisition a reverse acquisition; therefore, the purchase consideration is the Company’s fair value as of September 28, 2021. The number of shares issued and outstanding for the Company just before the Acquisition Date was 977,348, with a market price of $2.000 quoted on the OTC Bulletin Board under the trading symbol GOAI. We estimated the purchase price and the book value or net financial liability of the Company to be $1,954,697 and $55,909. As a result, we recorded Goodwill as the difference between the purchase price and book value, $2,010,606. The Company carried out the Goodwill Impairment Analysis as of December 31, 2021, where the carrying value of Goodwill as of December 31, 2021, is $2,010,606 (See Reverse Capitalization). The fair market value of the implied Goodwill is approximately $37,772,765, which is higher than the carrying value, and thus, the Company did not record any impairment as of December 31, 2023. Factors that might lead a company to perform more frequent impairment tests include economic downturns, poor operational results, lower market capitalization, or other market and industry changes that could reduce the fair value of the reporting units or the intangible assets. We opted not to perform impairment tests as such factors do not impact our business during the three months ended September 30, 2024.
Previous wording
At June 30, 2024, and December 31, 2023, the Company had $1,338,247 and $472,509 cash to execute its business plan. At June 30, 2024, and December 31, 2023, the Company had accumulated a deficit of $24,346,311 and $24,176,091. The Company had a working capital surplus and deficit of $272,514 and $61,141 on June 30, 2024, and December 31, 2023.
Current wording
At September 30, 2024, and December 31, 2023, the Company had $849,263 and $472,509 cash to execute its business plan. At September 30, 2024, and December 31, 2023, the Company had accumulated a deficit of $29,824,798 and $24,176,091. The Company had a working capital surplus and deficit of $140,663 and $61,141 on September 30, 2024, and December 31, 2023.
Previous wording
At present, we generate all revenues from the principal-based model. The Company generated revenues of $2,188,616 and $1,079,666 for the three months ended June 30, 2024, and 2023. The number of customers for the three months ending June 30, 2024 and 2023 were eight (8) to twelve (12) customers over the period ending June 30, 2024, and 2023. Additionally, this increase in revenue was further bolstered by the larger size of the contracts secured during the three months concluding on June 30, 2024. The Company incurred a net loss and net income of $360,361 and $480,526 in the three months ended June 30, 2024, and 2023.
Current wording
At present, we generate all revenues from the principal-based model. The Company generated revenues of $1,982,252 and $1,699,174 for the three months ended September 30, 2024, and 2023. The number of customers for the three months ending September 30, 2024, and 2023 were six (6) over the period ending September 30, 2024, and 2023. Additionally, this increase in revenue was further bolstered by the larger size of the contracts secured during the three months concluding on September 30, 2024. The Company incurred a net loss and net income of $5,529,477 and $489,990 in the three months ended September 30, 2024, and 2023.
Previous wording
Six Months Ending from June 30, 2024, and 2023
Current wording
Nine months Ending from September 30, 2024, and 2023
Previous wording
At present, we generate all revenues from the principal-based model. The Company generated revenues of $4,425,566 and $1,425,479 for the six months ended June 30, 2024, and 2023. The number of customers for the six months ending June 30, 2024, was thirteen (13). The rise in revenues was bolstered by the larger size of the contracts secured during the six months concluding on June 30, 2024. The Company incurred a net loss and net income of $170,220 and $372,412 in the six months ended June 30, 2024, and 2023.
Current wording
At present, we generate all revenues from the principal-based model. The Company generated revenues of $6,407,818 and $3,124,653 for the nine months ended September 30, 2024, and 2023. The number of customers for the nine months ending September 30, 2024, was six (6). The rise in revenues was bolstered by the larger size of the contracts secured during the nine months concluding on September 30, 2024. The Company incurred a net loss and net income of $5,699,697 and $862,402 in the nine months ended September 30, 2024, and 2023.
Previous wording
During the three months ended June 30, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $588,447 and $141,695, representing 26.89% and 13.12% of the respective quarterly revenue. During the three months ended June 30, 2024, and 2023, the Company spent $1,954,051 and $403,000 in buying media traffic, representing 89.28% and 37.33% of respective quarterly revenue. The increase in media traffic was due to service the increase in revenues for the three months ended June 30, 2024. During the three months ended June 30, 2024, and 2023, the amortization and depreciation expenses were $0 and $54,444.
Current wording
During the nine months ended September 30, 2024, and 2023, the Company spent $4,576,586 and $1,580,172 in buying media traffic, representing 71.42% and 50.57% of respective quarterly revenue. The increase in media traffic was due to service the increase in revenues for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, and 2023, the amortization and depreciation expenses were $0 and $163,333.
Previous wording
The Company’s rent expenses were $1,374 and $1,374 for the six months ended June 30, 2024, and 2023, respectively. The rent expenses are included in the “G and A”.
Current wording
The Company’s rent expenses were $2,061 and $2,061 for the nine months ended September 30, 2024, and 2023, respectively. The rent expenses are included in the “G and A”.
Previous wording
At June 30, 2024, and December 31, 2023, the Company had $1,338,247 and 472,509 cash to execute its business plan. At June 30, 2024, and December 31, 2023, the Company had accumulated a deficit of $24,346,311 and $24,176,091. The Company had a working capital surplus and deficit of $272,514 and $61,141 on June 30, 2024, and December 31, 2023.
Current wording
At September 30, 2024, and December 31, 2023, the Company had $849,263 and 472,509 cash to execute its business plan. At September 30, 2024, and December 31, 2023, the Company had accumulated a deficit of $29,824,798 and $24,176,091. The Company had a working capital surplus and deficit of $140,663 and $61,141 on September 30, 2024, and December 31, 2023.
Previous wording
We have yet to generate significant revenues and cash flow from operations to cover our ongoing expenses. As of June 30, 2024, the Company had an accumulated deficit of $24,346,311. Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ended December 31, 2023, and 2022, regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Current wording
We have yet to generate significant revenues and cash flow from operations to cover our ongoing expenses. As of September 30, 2024, the Company had an accumulated deficit of $29,824,798. Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ended December 31, 2023, and 2022, regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Previous wording
Management has considered various factors in evaluating the Company’s sustainability and the ability to manage obligations due within a year. Management has considered general economic conditions, key industry metrics, operating results, capital expenditures, commitments, future obligations, and liquidity. If there is a delay in generating significant revenues by December 31, 2023, the Company will require capital infusion from new and existing investors, streamlining operating costs, and evaluating new business strategies to enhance cash flow from operations.
Current wording
Management has considered various factors in evaluating the Company’s sustainability and the ability to manage obligations due within a year. Management has considered general economic conditions, key industry metrics, operating results, capital expenditure, commitments, future obligations, and liquidity. If there is a delay in generating significant revenues by December 31, 2023, the Company will require capital infusion from new and existing investors, streamlining operating costs, and evaluating new business strategies to enhance cash flow from operations.
Previous wording
We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards would otherwise apply to private companies.
Current wording
We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the three months ended September 30, 2024, and 2023, the Company spent $960,567 and $979,000 in buying media traffic, representing 48.46% and 57.62% of respective quarterly revenue. During the three months ended September 30, 2024, and 2023, the amortization and depreciation expenses were $0 and $54,444.