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Eva Live Inc

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About 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.

Mar 31, 2026 · Filed May 15, 2026

GOAI$0.61+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001493152-25-021484

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001493152-26-023770

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 72 previous paragraphs and 96 current paragraphs.

14 unchanged; 6 reworded; 76 added; 49 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 10 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 (76)

Current report

On September 28, 2021 (the “Acquisition Date”), the Company merged into EvaMedia Corp. (“EvaMedia”). Upon completion of the reverse merger, the Company acquired all issued and outstanding shares of EvaMedia’s capital stock. As a result, the Company issued 110,192,177 shares of the Company’s common stock to shareholders of EvaMedia, and immediately following the Acquisition, 111,169,525 shares of common stock were issued and outstanding. As a result, EvaMedia’s shareholders control 99.12% of the issued and outstanding shares of the Company on a fully diluted basis. Following the Acquisition, David Boulette of EvaMedia became the company’s CEO, director, and controlling shareholder. He appointed two additional board members from EvaMedia, Phil Aspin and Daryl Walser. Terry Fields remained the only board member of the Company.

Current report

We deemed EvaMedia as an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such, we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia’s relative size, measured in assets and revenues, is significantly larger than that of the Company.

Current report

We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired.

Current report

The Company’s principal office is The Plaza, 1800 Century Park East, Suite 600. Our telephone number is (310) 229-5981, and our corporate website is www.eva.live.

Current report

Although our financial statements have been prepared on a going concern basis, we must raise additional capital in order to continue as a going concern. See “Risk Factors – Risks Related to the Company - There is doubt that the Company can continue as a “going concern” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Note 3 – Going Concern in this report.

Current report

The Company’s near-term plan of operations focuses on: (i) continued execution of the Eva Platform digital advertising business, including the brand marketing campaigns introduced in late 2025 that drove the substantial growth in the 4001b Brand Marketing revenue category from $94,074 in the three months ended March 31, 2025 to $2,576,939 in the three months ended March 31, 2026; (ii) growth of the an AI-driven marketing services line of business introduced in the first quarter of 2026 under the Jet.AI, Inc. and Braiin Limited service contracts described in Note 4; (iii) deployment of the cash proceeds received from the Streeterville Initial Note ($6,415,000 net of debt issuance costs) toward working capital and growth initiatives; and (iv) continued reduction of legacy convertible note obligations through scheduled cash repayments and holder-elected conversions, as described in Note 9.

Current report

As of March 31, 2026, the Company had 36,535,389 shares of common stock issued and outstanding and approximately $5,769,269 of unrestricted cash. The Company entered into an Equity Distribution Agreement with Maxim Group LLC on April 14, 2026, supporting an at-the-market offering of up to $100,000,000 in common stock under the Company’s effective Form S-3 shelf registration statement (Registration No. 333-294416, declared effective March 24, 2026). Sales under the Equity Distribution Agreement are at the Company’s discretion and may be used to fund operations, working capital needs, and other general corporate purposes.

Current report

The following discussion compares the Company’s financial position at March 31, 2026, to its financial position at December 31, 2025.

Current report

Total assets increased by $8,401,719, from $16,315,862 at December 31, 2025, to $24,717,581 at March 31, 2026. The increase was driven primarily by the issuance of the Streeterville Capital senior secured convertible note in February 2026, which generated net cash proceeds of approximately $6,415,000, and by an increase in accounts receivable reflecting brand marketing and IR services revenue recognized during the period.

Current report

Cash and cash equivalents increased by $5,566,745, from $202,524 at December 31, 2025, to $5,769,269 at March 31, 2026. The increase reflects net cash provided by financing activities of approximately $6.85 million (primarily the Streeterville Capital convertible note proceeds), partially offset by net cash used in operating activities of approximately $1.28 million. See “Liquidity and Capital Resources” below for further discussion of the Company’s cash flows.

Current report

Accounts receivable, net increased by $2,429,406, from $16,006,624 at December 31, 2025, to $18,436,030 at March 31, 2026. The increase reflects revenue recognized during the period that has not yet been collected, partially offset by cash receipts from existing customers, including PSQUARED, Inuvo, RARE HAVEN Holdings, and Allison Professional Law. Management continues to monitor collectability and believes the recorded allowance for doubtful accounts is adequate.

Current report

The Company recorded marketable securities of $360,900 at March 31, 2026 (none at December 31, 2025). The marketable securities consist of common shares of Jet.AI Inc. and Braiin Limited received as non-cash consideration in connection with investor relations services contracts entered into during the first quarter of 2026. The securities were initially recorded at fair value on the contract inception dates of $501,500 (representing $97,500 for the Jet.AI shares and $404,000 for the Braiin shares), with an offsetting credit to deferred revenue. The Company recognized an unrealized loss of $140,600 during the three months ended March 31, 2026, reflecting the mark-to-market adjustment to fair value at the balance sheet date.

Current report

Original issuance discount, net increased by $44,684, from $73,482 at December 31, 2025, to $118,166 at March 31, 2026, and deferred financing costs, net increased by $233, from $18,044 to $18,277. The increases reflect newly recognized discount and financing costs associated with the four convertible promissory notes issued during the first quarter of 2026 by 1800 Diagonal Lending, LLC and Boot Capital LLC (aggregate discount additions of $128,814), partially offset by amortization of $83,892 to interest expense over the contractual term of each note, and accelerated relief of $28,534 (OID) and $4,900 (DFC) upon the conversion of four notes to common stock during the period.

Current report

Property and equipment, net decreased by $249, from $14,919 at December 31, 2025, to $14,670 at March 31, 2026, reflecting depreciation recognized during the period. No additions or dispositions of property and equipment occurred during the quarter.

Current report

Accounts payable and payroll liabilities increased by $49,130, from $2,933,844 at December 31, 2025, to $2,982,974 at March 31, 2026. The change reflects normal trade payable activity during the period, including the non-cash settlement of $1,550,000 of accounts payable to Hottest Media LLC through the issuance of 500,000 shares of common stock in February 2026, partially offset by an increase in other vendor obligations.

Current report

Accrued expenses decreased by $257,625, from $2,633,885 at December 31, 2025, to $2,376,260 at March 31, 2026, reflecting payments made on previously accrued obligations during the period.

Current report

Accrued interest decreased by $16,800, from $68,601 at December 31, 2025, to $51,801 at March 31, 2026. The decrease primarily reflects cash interest payments made during the period in connection with scheduled installment payments on the 1800 Diagonal Lending and Boot Capital notes.

Current report

Notes payable (current) increased by $99,163, from $985,330 at December 31, 2025, to $1,084,493 at March 31, 2026. The change reflects a combination of cash transactions and significant non-cash activity during the quarter, summarized below.

Current report

Cash transactions during the period contributed a net increase of $452,126, consisting of:

Current report

Non-cash transactions during the period reduced notes payable by a net of $352,964, consisting of:

Current report

The Company recorded deferred revenue of $549,803 at March 31, 2026 (none at December 31, 2025). The deferred revenue balance consists of $48,303 of cash advances received from customers under contracts where revenue recognition criteria had not been satisfied as of the balance sheet date, plus $501,500 representing the fair value of marketable securities received as non-cash consideration under investor relations services contracts with Jet.AI Inc. and Braiin Limited that have not yet been earned. Revenue will be recognized over the service periods specified in the underlying contracts.

Current report

The Company recorded a convertible note payable, net of unamortized discount, of $396,434 at March 31, 2026 (none at December 31, 2025). The balance reflects the issuance on February 26, 2026, of a senior secured convertible promissory note to Streeterville Capital, LLC with a face value of $7,560,000, less aggregate unamortized debt discount of $7,163,566 (consisting of original issue discount, closing fees, placement agent fees, legal fees, and the bifurcated value of the embedded derivative). The discount is being amortized to interest expense over the 24-month contractual term of the note using a straight-line approximation of the effective interest method. The Company received net cash proceeds of approximately $6,415,000 from the note issuance. See Note [X] — Senior Secured Convertible Promissory Note for further information regarding the terms of the note, the embedded derivative, and the related conversion features.

Current report

The Company recorded a derivative liability of $4,923,000 at March 31, 2026 (none at December 31, 2025). The derivative liability represents the compound embedded derivative bifurcated from the host debt instrument of the Streeterville Capital convertible note pursuant to ASC 815-15. The derivative was initially recognized at a fair value of $6,662,000 on the issuance date, with $6,415,000 recorded as a debt discount and $247,000 recognized as a loss on issuance reflecting the excess of the embedded derivative’s fair value over the available debt discount allocation. The Company recognized a mark-to-market gain of $1,739,000 during the three months ended March 31, 2026, reflecting the change in fair value at the balance sheet date.

Showing the first 40 of 76 passages. Open the source sections for the rest.

Removed paragraphs (49)

Previous report

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous report

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief, or current expectations, primarily concerning the future operating performance of the Company and the products we expect to offer, and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases, and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements because such statements include risks and uncertainties; actual results may differ materially from those expressed or implied by such forward-looking statements.

Previous report

In November 2020, the Company completed the development of the Eva XML Platform (“Platform”), which buys traffic from various sources and sells it to landing pages that display advertising via XML feeds. A price discrepancy exists between buying traffic on display and native platforms for specific keywords in an ad campaign and the XML search feeds. The Eval XML Platform manages the entire ad buying and selling process by integrating with Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. The Eva XML Platform creates thousands of ads with the push of a button. The Eva XML Platform manages spending based on the performance of keywords in the ad campaign to maximize arbitrage revenue.

Previous report

We adhere to the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4A’s) standard terms and conditions for internet advertising, applicable to media buys of one year or less. We execute an Insertion Order (IO) with our customers, a formal, contractual document used in advertising and media placement. It outlines the specifics of an advertising campaign a client has agreed to run with an advertising sales agency or a publisher. It serves as a purchase order but for media space or time slots, and its primary function is to specify the obligations of all parties involved. We comply with the IO, including all Ad placement restrictions, and provide Ads to the Site specified on the IO when an Internet user visits such a Site. We sent the initial invoice upon completion of the first month’s delivery or within 30 days of completion of the IO, whichever is earlier. Our customers will make payment 30 days from receipt of the invoice, or as otherwise stated in a payment schedule set forth on the invoice of purchase (IO). We hold customers liable for payments solely to the extent that the proceeds have cleared from the Advertiser to the Agency for Ads placed following the IO. We provide reports at least weekly, either electronically or in writing, unless otherwise specified in the IO.

Previous report

Our customers may cancel the entire IO, or any portion thereof, as follows:

Previous report

Our contract includes other standard terms and conditions, including, but not limited to, force majeure, indemnification, limitation of liability, non-disclosure, data usage and ownership, privacy, laws, third-party ad serving and tracking (applicable if a third-party ad server is used), and other legally binding clauses.

Previous report

The Company also owns the Eva XML Platform, which purchases traffic from various sources and sells it to landing pages that display advertising via XML feeds. A price discrepancy exists between buying traffic on display and native platforms for specific keywords in an ad campaign and the XML search feeds. The Eval XML Platform manages the entire ad buying and selling process by integrating with Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. It enables the creation of thousands of ads with the click of a button. The Eva XML Platform manages spending based on the performance of keywords in the ad campaign to maximize arbitrage revenue.

Previous report

The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary course of business.

Previous report

The Company earns revenues from advertisers by signing purchase or insertion orders based on Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, as defined in 4’s/IAB. We intend to offer media companies and advertising agencies a standard for conducting mutually acceptable business, based on specific terms and conditions that are mutually agreed upon and established. When incorporated into an insertion order, this protocol represents the shared understanding of the Company and its customers regarding the conduct of business. The Company may also sign additional documents to cover sponsorships and other arrangements involving content association, integration, and special production. The Company considers an insertion order with its customers to be a binding contract, or other similar documentation, reflecting the terms and conditions under which it provides products or services. As a result, the Company considers the insertion order persuasive evidence of an arrangement. Each insertion is specific to the customer, defines each party’s fee schedule, duties, and responsibilities, and is governed by 4’s/IAB Version 3.0 for renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract.

Previous report

Several key financial and operational metrics, including but not limited to, are particularly important for evaluating our business’s performance and financial health.

Previous report

The Company has prepared consolidated financial statements on a going-concern basis, which assume the realization of assets and the settlement of liabilities and commitments in the ordinary course of business.

Previous report

**Revenue:**The Company receives ad spend or a marketing budget from customers to develop marketing campaigns for their products and services. The Company recognizes the total Ad Spend of the Client as its revenue. Our revenues are directly proportional to the amount of Ad Spend on the platform.

Previous report

Operating Expenses: Our operating expenses comprise general and administrative costs, media traffic purchases, as well as amortization and depreciation.

Previous report

General and administrative expenses include, but are not limited to, salaries, professional fees, rent, and sales and marketing.

Previous report

Media traffic purchases encompass ad inventory acquired from publishers and data costs incurred from data providers. We purchase media traffic from a third-party vendor and receive a consolidated bill.

Previous report

Amortization and depreciation expenses include the costs associated with the development of the Eva Platform.

Previous report

**Net Income (Loss):**We calculate net income (loss) as the difference between revenues and operating expenses, which include general and administrative expenses, media traffic purchases, amortization, and depreciation.

Previous report

While these are important metrics for our business, specific performance indicators (KPIs) may vary depending on our current business model, strategic goals, and operational specifics.

Previous report

The Company believes it needs capabilities to develop and successfully launch its AdTech technology solutions, including AI-integrated solutions. The Company budgets at least $500,000 for sales and marketing campaigns over the next twelve months. We require additional capital to the extent that the Company’s operations are insufficient to fund its capital requirements. The Company will seek to raise capital through equity or debt issuances. The Company’s ability to continue as a going concern may depend on the success of management’s plans. The consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and liabilities that might be necessary if the Company is unable to continue as a going concern.

Previous report

During the quarter ended September 30, 2025, the Company appointed Imran Firoz as Interim Chief Financial Officer, effective September 22, 2025, with a monthly salary of $10,500.

Previous report

As of September 30, 2025, and December 31, 2024, the Company had $349,282 and $76,356 in cash, respectively, to execute its business plan. As of September 30, 2025, and December 31, 2024, the Company had accumulated deficits of $22,024,564 and $28,469,675, respectively. The Company had a working capital surplus of $7,996,828 and $1,560,391 as of September 30, 2025, and December 31, 2024, respectively.

Previous report

Currently, we generate all our revenues from the principal-based model. The Company generated revenues of $4,913,318 and $1,982,252 for the three months ended September 30, 2025, and 2024, respectively. The number of customers for the three months ended September 30, 2025, and 2024 was twelve (12) and nine (9), respectively. Additionally, this increase in revenue was further bolstered by the larger contracts secured during the three months ending September 30, 2025. The Company incurred a net income of $1,824,316 and a net loss of $4,951,202 for the three months ended September 30, 2025, and 2024, respectively.

Previous report

During the three months ended September 30, 2025, and 2024, the Company incurred general and administrative costs (“G and A”) of $529,562 and $5,957,012, respectively, representing 10.78% and 300.52% of the respective quarterly revenue, mainly due to stock-based compensation of $5,561,354 for the period during the months ended September 31, 2024.

Previous report

During the three months ended September 30, 2025, and 2024, the Company spent $2,472,788 and $960,567 on buying media traffic, representing 50.33% and 48.46% of the respective quarterly revenue, driven by improved platform performance. During the three months ended September 30, 2025, and 2024, the amortization and depreciation expenses were $48,643 and $0.

Previous report

The Company’s rent expenses were $687 for both the three months ended September 30, 2025, and 2024. The rent expenses are included in the “G and A”.

Previous report

The table below reconciles our net income, the closest comparable GAAP measure, to EBITDA.

Previous report

Currently, we generate all our revenues from the principal-based model. The Company generated revenues of $12,733,550 and $6,407,818 for the nine months ended September 30, 2025, and 2024, respectively. The number of customers for the nine months ended September 30, 2025, and 2024 was fourteen (14) and fifteen (15), respectively. Additionally, this increase in revenue was further bolstered by the larger contract sizes secured during the nine months ending September 30, 2025. The Company incurred a net income of $6,445,111 and a net loss of $5,114,854 for the nine months ended September 30, 2025, and 2024, respectively.

Previous report

During the nine months ended September 30, 2025, and 2024, the Company incurred general and administrative costs (“G and A”) of $1,238,398 and $6,911,921, respectively, representing 9.73% and 107.87% of the respective quarterly revenue, mainly due to stock-based compensation of $5,561,354 for the period during the months ended September 31, 2024.

Previous report

During the nine months ended September 30, 2025, and 2024, the Company spent $4,949,334 and $4,588,397 on buying media traffic, representing 38.87% and 71.61% of the respective quarterly revenue, driven by improved platform performance. During the nine months ended September 30, 2025, and 2024, the amortization and depreciation expenses were $49,430 and $0.

Previous report

The Company’s rent expenses were $2,061 for both the nine months ended September 30, 2025 and 2024. Rent expenses are included in “G and A”.

Previous report

The table below reconciles our net income, the closest comparable GAAP measure, to EBITDA.

Previous report

As of September 30, 2025, and December 31, 2024, the Company had $349,282 and $76,356 in cash to execute its business plan. As of September 30, 2025, and December 31, 2024, the Company had accumulated deficits of $22,024,564 and $28,469,675, respectively. The Company had a working capital surplus of $7,996,828 and $1,560,391 as of September 30, 2025, and December 31, 2024, respectively.

Previous report

As of September 30, 2025, the Company’s Days Sales Outstanding (DSO) was approximately 90 days. The elevated DSO reflects longer collection cycles associated with recently onboarded enterprise clients and may affect near-term liquidity. Management continues to prioritize accounts receivable collections and has instituted updated payment terms and follow-up procedures to reduce DSO in future quarters.

Previous report

While these actions are expected to improve the Company’s liquidity profile, the Company’s ability to fund its operations and meet obligations as they become due depends on management’s ability to raise additional capital or generate sufficient revenue. To address these liquidity constraints, the Company undertook the following capital markets actions:

Showing the first 40 of 49 passages. Open the source sections for the rest.

Reworded paragraphs (6)

Previous wording

This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Current wording

This Quarterly Report Form 10-Q contains forward-looking statements. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.All forward-looking statements speak only as of the date they are made. We undertake no obligation to update such statements to reflect events or circumstances that exist after the date on which they are made.

Previous wording

Eva Live Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc., a Florida corporation and a public shell company listed on the Pink Sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company’s domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February 11, 2014, the Company announced that it had entered into negotiations with Impact Future Media LLC, and its President and Founder, Francois Garcia, acquired 100% of Impact Future Media LLC and its media and entertainment assets. The Company announced the closing of this transaction on March 25, 2014. From March 2014 to September 28, 2021, the Company was involved in the entertainment, publishing, and interactive industries.

Current wording

Eva Live Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc. (a Florida corporation), a public shell company traded on the Pink Sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company’s domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February 11, 2014, the Company announced negotiations with Impact Future Media LLC, and its President/Founder, Francois Garcia, acquired 100% of Impact Future Media LLC and its media and entertainment assets. The Company announced the closing of this transaction on March 25, 2014. From March 2014 to September 28, 2021, the Company was involved in the entertainment, publishing, and interactive industries.

Previous wording

Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization. We enhance market awareness for companies and brands by delivering best-in-class digital marketing and monetization services on the Internet. Our typical customers are advertising agencies (classified under SIC 7319) and businesses across various industries that utilize our platform to market their products and services, including media companies, financial institutions, and other retail entities. Most of our customers are from North America, primarily the United States and Canada. As of September 30, 2025, and December 31, 2024, we had eleven (11) and six (6) customers, primarily from North America. The top three customers accounted for 88% and 85% of the receivables as of September 30, 2025, and December 31, 2024, respectively. Our Company’s financial health is highly dependent on these top customers. If any of them were to significantly reduce their spending or cease doing business with the company, it could have a major impact on your revenue and overall financial health. These clients utilize our platform to advertise with media outlets and participate in media buying services, including acquiring online traffic through the Eva Platform. We also work with businesses (as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account management, production of advertising materials, media planning, and buying (i.e., placing advertisements).

Current wording

Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.

Previous wording

On September 9, 2021, the Company completed a reverse split in the amount of 1 for 150, changed the Company’s name to Eva Live Inc., changed the Company’s trading Symbol from MLWN to GOAI, and executed an Acquisition Agreement resulting in a change of control of the Issuer. On September 10, 2021, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Malwin Ventures, Inc.” to “Eva Live, Inc.” (the “Name Change”) and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI” (the “Symbol Change”). Trading under the new ticker symbol began at market opening on July 11, 2021. The current shareholders do not require any action from them concerning the change in the trading symbol. The Company’s CUSIP also changes to 98892100.

Current wording

On September 9, 2021, the Company completed a reverse split in the amount of 1-for-150, changed the Company’s name to Eva Live Inc., changed the Company’s trading symbol from “MLWN” to “GOAI,” and executed an Acquisition Agreement resulting in a change of control of the Company. On September 10, 2021, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Malwin Ventures, Inc.” to “Eva Live, Inc.” and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”. Trading under the new ticker symbol began at market opening on July 11, 2021.

Previous wording

We execute our business through the Eva Platform, which is based on Artificial Intelligence (AI), to match advertising campaigns with specific ad spots one at a time. Our system creates conversion mapping tables that enable us to increase conversion rates by analyzing trends and optimizing historical conversion rates, thereby further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. As more companies strive to leverage big data for strategic business decisions, we have developed automated tools that analyze the data and provide relevant information to our decision logic. We have designed our solution to optimize brand campaigns to create awareness and direct response campaigns with a fixed conversion point.

Current wording

We execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.

Previous wording

The amendments in the ASU are effective for fiscal years beginning after January 1, 2020, including interim periods within those fiscal years. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted this ASU as of January 1, 2020, for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more details in Note 2 of our annual financial statements included in our S-1/A for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.

Current wording

The amendments in the ASU are effective for fiscal years beginning after January 1, 2020, including interim periods within those fiscal years. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted this ASU as of January 1, 2020, for ASC 606, Revenue Recognition, and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more detail in Note 2 of our annual financial statements included in our S-1/A for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

All forward-looking statements speak only as of the date they are made. We undertake no obligation to update such statements to reflect events or circumstances that exist after the date on which they are made.

Previous report — wording carried elsewhere

We execute our business through the Eva Platform, which is based on Artificial Intelligence (AI), to match advertising campaigns with specific ad spots one at a time. Our system creates conversion mapping tables that enable us to increase conversion rates by analyzing trends and optimizing historical conversion rates, thereby further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. As more companies strive to leverage big data for informed business decisions, we have developed automated tools that analyze the data and provide relevant information to our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.

Previous report — wording carried elsewhere

Nine Months Ending September 30, 2025, and 2024