What changed in Eva Live Inc's 10-K — 2023 vs 2024
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Paragraph-level year-over-year comparison of Eva Live Inc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.
+116 added−86 removedSource: 10-K (2025-04-14) vs 10-K (2024-04-10)
Top changes in Eva Live Inc's 2024 10-K
116 paragraphs added · 86 removed · 64 edited across 6 sections
- Item 1. Business+58 / −48 · 33 edited
- Item 6. [Reserved]+45 / −27 · 20 edited
- Item 5. Market for Registrant's Common Equity+5 / −3 · 3 edited
- Item 3. Legal Proceedings+3 / −3 · 3 edited
- Item 7. Management's Discussion & Analysis+3 / −3 · 3 edited
Item 1. Business
Business — how the company describes what it does
33 edited+25 added−15 removed17 unchanged
Item 1. Business
Business — how the company describes what it does
33 edited+25 added−15 removed17 unchanged
2023 filing
2024 filing
Biggest changeWe also deal with businesses (as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account management, production of advertising material, media planning, and buying (i.e., placing advertising). 5 We sign the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4As) standard terms and conditions for internet advertising for media buys one year or less.
Biggest changeThese 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 deal with businesses (as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account management, production of advertising material, media planning, and buying (i.e., placing advertising).
It serves as a purchase order but for media space or time slots, and its primary function is to specify the obligations of all involved parties. 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.
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 the receipt of the invoice, or as otherwise stated in a payment schedule set forth on the IO.
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 IO.
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/selling process by integrating into Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. It allows thousands of ads to be created with a push of a button.
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/selling process by integrating into Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. It allows thousands of ads to be created with the push of a button.
Under the agency-based model, the Company earns revenue by charging clients a platform fee based on a percentage of a client’s total spend (Ad Spend) on the purchase of the advertising from the Advertising Inventory Supplier (seller). We keep a portion of that advertising spend as a fee and remit the remainder to the seller.
Under the agency-based model, the Company earns revenue by charging clients a platform fee based on a percentage of a client’s total spend (Ad Spend) on the purchase of advertising from the Advertising Inventory Supplier (seller). We keep a portion of that advertising spend as a fee and remit the remainder to the seller.
As the number of campaigns grows, we scale up our technology and hardware rather than increasing our workforce. Consequently, we can cost-effectively grow operations as we acquire new clients if our platform’s demand and acceptance increase.
As the number of campaigns grows, we scale up our technology and hardware rather than increasing our workforce. Consequently, we can grow operations cost-effectively as we acquire new clients if our platform’s demand and acceptance increase.
Our customers may cancel the entire IO, or any portion thereof, as follows: ● With 14 days’ prior written notice to us, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM (cost per thousand impressions) Deliverables. ● With seven (7) days’ prior written notice to us, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC (cost per clicks) Deliverables, CPL (cost per leads) Deliverables, or CPA (cost per acquisition) Deliverables, as well as some non-guaranteed CPM Deliverables. ● With 30 days’ prior written notice to us, without penalty, for any flat fee based or fixed-placement Deliverables. ● Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within ten days after receipt of written notice thereof from the non-breaching party.
Our customers may cancel the entire IO, or any portion thereof, as follows: ● With 14 days prior written notice to us, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM (cost per thousand impressions) Deliverables. ● With seven (7) days prior written notice to us, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC (cost per clicks) Deliverables, CPL (cost per leads) Deliverables, or CPA (cost per acquisition) Deliverables, as well as some non-guaranteed CPM Deliverables. ● With 30 days prior written notice to us, without penalty, for any flat fee-based or fixed-placement Deliverables. ● Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within ten days after receipt of written notice thereof from the non-breaching party.
We execute our business through 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 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.
ITEM 1. BUSINESS DESCRIPTION OF BUSINESS 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.
ITEM 1. BUSINESS DESCRIPTION OF BUSINESS Background 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.
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. We have identified the Company as the legal acquirer, as it issued securities.
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. We have identified the Company as the legal acquirer, as it is the entity that issued securities.
We recognize revenue upon fulfilling our contractual obligations with a completed transaction, subject to satisfying all other revenue recognition criteria. Business Strategy Our team members have successfully run advertising campaigns for products and brands, ranging from consumer products to clothing items to automobiles.
We recognize revenue upon fulfilling our contractual obligations with a complete transaction, subject to satisfying all other revenue recognition criteria. Business Strategy Our team members have successfully run advertising campaigns for products and brands, ranging from consumer products to clothing items to automobiles.
We leverage “big data,” an accumulation of data that is too large and complex for processing by traditional database management tools. 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 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 will continue to invest resources in growing our data offerings, both from third-party providers and our proprietary data; ● Ramp up paid customers through our digital and traditional marketing strategies; ● Continue to enhance and promote our core proprietary Eva Platform and Eva XML Platform; ● Future growth will depend on the timely development and successful distribution of our AdTech solutions by signing larger deals in the United States and globally; ● Increase our software development capabilities to develop disruptive and next-generation machine learning and artificial intelligence-driven technologies to grow and retain our customer base; ● Improving the share of current clients’ advertising budgets and ad spends as many of our present and potential clients spend a larger percentage of their advertising budgets on programmatic channels and ● Grow customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships.
We will continue to invest resources in growing our data offerings, both from third-party providers and our proprietary data; ● Ramp up paid customers through our digital and traditional marketing strategies; ● Continue to enhance and promote our core proprietary Eva Platform and Eva XML Platform; ● Future growth will depend on the timely development and successful distribution of our AdTech solutions by signing larger deals in the United States and globally. ● Increase our software development capabilities to develop disruptive and next-generation machine learning and artificial intelligence-driven technologies to grow and retain our customer base; ● Improving the share of current clients’ advertising budgets and ad spends as many of our present and potential clients spend a larger percentage of their advertising budgets on programmatic channels and ● Grow customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships. 7 Industry and Competitive Analysis Our industry is extremely competitive and fragmented.
Phil Aspin, co-founder of AdFlare serves as a member of the Company’s Board of Directors since September 28, 2021. The Company carried out the Goodwill Impairment Analysis as of December 31, 2022, where the carrying value of the Goodwill as of December 31, 2022, is $1,500,000.
Phil Aspin, co-founder of AdFlare, has served as a member of the Company’s Board of Directors since September 28, 2021. The Company carried out the Goodwill Impairment Analysis as of December 31, 2022, where the carrying value of Goodwill as of December 31, 2022, is $1,500,000.
As a result, EvaMedia’s shareholders control 99.12% of 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 Darly Walser.
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 Darly Walser. Terry Fields remained the only board member of the company.
Upon completing the Acquisition, 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.
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.
ROUNDING ERROR Due to rounding, numbers presented in the financial statements for the period ending December 31, 2023, and 2022, and throughout the report, may not add up precisely to the totals provided, and percentages may not reflect the absolute figures. 8
ROUNDING ERROR Due to rounding, numbers presented in the financial statements for the period ending December 31, 2024, and 2023, and throughout the report, may not add up precisely to the totals provided, and percentages may not reflect the absolute figures. 10
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 industry.
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. The Company’s year-end is December 31.
AdFlare has a track record of delivering over 1 billion ad impressions a month and increasing Google AdX over Google AdSense CPM by over 30%, with an average fill rate of 99.9% in the US market.
AdFlare has a track record of delivering over 1 billion ad impressions a month and increasing Google AdX over Google AdSense CPM by over 30%, with an average fill rate of 99.9% in the US market. 6 Our Revenue Model We can generate revenues as a principal-based or an agency-based service provider.
We enable market awareness of companies and brands by providing best-in-class digital marketing and monetization services on the Internet. Our typical customers are advertising agencies (classified under SIC7319) and businesses in various industries seeking to market their products and services using our platform, including media companies, financial institutions, and other retail entities.
Our typical customers are advertising agencies (classified under SIC7319) and businesses in various industries seeking to market their products and services using our platform, including media companies, financial institutions, and other retail entities. Most of our customers are from North America, mainly the US and Canada.
The Company receives the Ad Spend or a marketing budget from the client to perform such services. In some instances, these services are performed non-disclosed, meaning the client does not know what the Company paid for the media space, time or development. The Company recognizes the total Ad Spend of the client as its revenue.
In some instances, these services are performed non-disclosed, meaning the client does not know what the Company paid for the media space, time, or development. The Company recognizes the total Ad Spend of the client as its revenue. Under the agency-based model, the Company acts as an agent of the client and negotiates deals with media sellers.
The landscape has several segments, such as display and programmatic, mobile, video, search engine, content advertisement, and social ads. We believe that participants on the buy-side or sell-side should be advocates for their buyers or sellers, while those in the market business should act as referees or have market-driven incentives to protect or enhance the integrity of the marketplace.
We believe that participants on the buy-side or sell-side should be advocates for their buyers or sellers, while those in the market business should act as referees or have market-driven incentives to protect or enhance the integrity of the marketplace. We believe there are inherent conflicts of interest when market participants serve buyers and sellers.
Under the agency-based model, the Company acts as an agent of the client and negotiates deals with media sellers. The client is responsible for paying the media sellers directly or for paying the Company, which then pays the media sellers on behalf of the client.
The client is responsible for paying the media sellers directly or for paying the Company, which then pays the media sellers on behalf of the client.
If any of them were to significantly reduce their spending or cease doing business with your company, it could have a major impact on your revenue and overall financial health. Such customers advertise with media through us and engage in media buying services such as online traffic from the Eva Platform.
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 your company, it could have a major impact on your revenue and overall financial health.
The Company uses its Eva Platform to buy media (advertising inventory) directly from the media sellers. The Company repackages the advertising inventory for sale to clients. The Company also performs other advertising and branding work for the client – such as developing a landing page, website, widget design, banner design, and so on.
The Company also performs other advertising and branding work for the client, such as developing a landing page, website, widget design, banner design, and so on. The Company receives the Ad Spend or a marketing budget from the client to perform such services.
As of the date of this prospectus, our common stock is traded on the OTC Bulletin Board under the trading symbol GOAI. GOING CONCERN Although our financial statements have been prepared on a going concern basis, we must raise additional capital to continue as a going concern.
GOING CONCERN Although our financial statements have been prepared on a going concern basis, we must raise additional capital to continue as a going concern.
EMPLOYEES As of the date of this prospectus, we had three employees, all of whom were our executive officers. In the future, we may rely on independent contractors to assist us in marketing and selling our products. The Company has entered into a formalized employment agreement with Mr. Boulette, the Company’s CEO, President, and CFO (“CEO”).
In the future, we may rely on independent contractors to assist us in marketing and selling our products. The Company has entered into a formalized employment agreement with Mr. Boulette, the Company’s CEO, President, and CFO (“CEO”). The CEO’s annual salary is $360,000 per annum. The Company accrues compensation payable to the CEO in Accounts Payable and accrued expenses.
Most of our customers are from North America, mainly the US and Canada. For the fiscal year ending December 31, 2023, we had nineteen (19) customers, primarily from North America, compared to seven (7) customers for the fiscal year ending December 31, 2022.
For the fiscal year ending December 31, 2024, we had six (6) customers, primarily from North America, compared to seven (7) customers for the fiscal year ending December 31, 2023. The top three customers represent 85% and 93% of revenue for the fiscal year ending December 31, 2024, and 2023, respectively.
However, we may enter employment agreements with these people with appropriate non-competition provisions. Mr. Boulette, Mr. Aspin, and Mr. Walser devote 100%, 75%, and 75% of their time to the Company’s business. CORPORATE INFORMATION The Company’s principal office is The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067. Our telephone number is (310) 229-5981.
Walser devote 100%, 75%, and 75% of their time to the Company’s business. CORPORATE INFORMATION The Company’s principal office is The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067. Our telephone number is (310) 229-5981. As of the date of this prospectus, our common stock is traded on the OTC Bulletin Board under the trading symbol GOAI.
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. 4 AdFlare Acquisition On July 13, 2022, the Company entered into a Share Exchange Agreement (“AdFlare SEA”) with AdFlare Limited, a company duly formed under the laws of Ireland (Reg.
AdFlare Acquisition On July 13, 2022, the Company entered into a Share Exchange Agreement (“AdFlare SEA”) with AdFlare Limited, a company duly formed under the laws of Ireland (Reg.
The CEO’s annual salary is $216,000 per annum. The Company accrues compensation payable to the CEO in Accounts Payable and accrued expenses. Phil Aspin, Director and CEO of AdFlare, and Daryl Walser, Director, and Chief Marketing Officer, are not currently bound by any written agreements for any specific employment term or covenants not to compete.
Phil Aspin, Director and CEO of AdFlare, and Daryl Walser, Director and Chief Marketing Officer, are not currently bound by any written agreements for any specific employment term or covenants not to compete. However, we may enter employment agreements with these people with appropriate non-competition provisions. Mr. Boulette, Mr. Aspin, and Mr.
Comparatively, we have identified EvaMedia as the legal acquiree, as it acquired equity interests. We consider the Acquisition a reverse acquisition; therefore, the purchase consideration is the Company’s fair value as of September 28, 2021.
Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired. After the 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).
The Eva XML Platform manages the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue. 6 Our Revenue Model We generate revenues as a principal-based or an agency-based service provider. Under the principal-based agency, the Company takes a principal position in the contract.
At present, we generate revenues on a principal-based model. Under the principal-based agency, the Company takes the principal position in the contract. The Company uses its Eva Platform to buy media (advertising inventory) directly from the media sellers. The Company repackages the advertising inventory for sale to clients.
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On September 9, 2021, the Company completed a reverse split in the amount of 1 for 150, Changed its name to Eva Live Inc., Changed its trading Symbol from MLWN to GOAI, and executed an Acquisition Agreement resulting in a change of control of the Issuer.
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Current Operations 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.
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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”).
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We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point. Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization. We enable market awareness of companies and brands by providing best-in-class digital marketing and monetization services on the Internet.
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Trading under the new ticker symbol began at market opening on July 11, 2021. The current shareholders do not require action from current shareholders concerning the change in the trading symbol. The Company’s CUSIP also changes to 98892100. Recent Significant Transaction – EvaMedia Corp. Acquisition On September 28, 2021 (the ‘Acquisition Date’), the Company merged (‘Acquisition’) into EvaMedia Corp. (‘EvaMedia).
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In November 2020, the Company completed the development of the Eva XML Platform, where the Platform buys traffic from various sources and sells that traffic 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.
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Terry Fields continued as the board member of the Company after the merger. We have accounted the Acquisition as a reverse acquisition under the acquisition method of accounting per ASC 805, with EvaMedia treated as the accounting acquirer and the Company treated as the “acquired” company for financial reporting purposes.
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The Eval XML Platform manages the entire ad buying/selling process by integrating into 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 the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue.
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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.
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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 business that is acceptable to both parties based on such terms and conditions.
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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, 2023, where the carrying value of the Goodwill as of December 31, 2023, is $2,010,606.
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When incorporated into an insertion order, this protocol represents the Company and its customers’ shared understanding of doing business. The Company may also sign additional documents to cover sponsorships and other arrangements involving content association, integration, and special production.
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Current Operations As of September 28, 2021, the Company’s vision is to build the world’s leading digital media platform to deliver measurable business outcomes at a scale for regional and global brands, agencies, and retailers across different marketing goals.
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The Company considers an insertion order with its customers a binding contract with the customer 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.
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Our system continually learns to achieve trusted and impactful digital advertising solutions, eliminating ad fraud, lag, and error to produce unmatched digital advertising optimization. Effective September 28, 2021, David Boulette is the Company’s Chief Executive Officer and Director. At present, the Company currently has four directors. The one non-executive director is Terry Fields.
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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 contract. 4 We sign the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4As) standard terms and conditions for internet advertising for media buys one year or less.
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The three executive directors are David Boulette, Phil Aspin, and Daryl Walser. Eva Live is a technology company that has developed an automated and intelligent advertiser campaign management platform, Eva Platform. Our Platform enables advertisers (‘customers, clients’) to buy advertising space on several digital channels to reach their desired audience.
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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.
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Our technology intends to address the needs of markets where high-volume advertisers want automated advertising purchases to have high conversion rates. We focus on data-driven marketing and cross-channel measurement, which are critical to businesses looking to optimize their marketing budget and reach audiences through integrated advertising efforts. We operate at the junction of digital marketing and media monetization.
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The Eva XML Platform manages the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue. 5 Russia – Ukraine Conflict The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues.
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The top three customers represent 73% and 92% of revenue for the fiscal year ending December 31, 2023, and 2022. Our company’s financial health is highly dependent on these top customers.
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The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. The Company has no operation exposure in the region affected by war. As of the date of this report, there has been no disruption in our operations. Reverse Capitalization On September 28, 2021 (the ‘Acquisition Date’), the Company merged into EvaMedia Corp. (‘EvaMedia).
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Industry and Competitive Analysis Our industry is extremely competitive and fragmented. The Company directly competes with other demand-side platforms (DSP) providers; some of our competition is privately held small-sized companies, and others are large, well-known, established companies such as Facebook, Google, and Amazon. The digital marketing ecosystem is divided into buyers (advertisers), sellers (publishers), and marketplaces.
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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.
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We believe there are inherent conflicts of interest when market participants serve buyers and sellers. With the introduction of new technologies, AI implementation, and new entrants entering the market, we expect competition to continue and intensify in the future.
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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 recapitalization. A reverse recapitalization is not accounted for as a business combination because the shell company is not a business.
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According to eMarketer (1) , by the end of 2020, the combined ad revenues of Facebook and Google’s media in the U.S. will account for nearly 63% of advertisers’ total budgets for programmatic display. eMarketer estimates U.S. advertisers will spend almost $60 billion on programmatic display by the end of 2019.
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Since reverse recapitalization is not accounted for as a business combination, no goodwill would be recorded because of the reverse recapitalization transaction. Therefore, we have eliminated goodwill of $2,010,606 as of December 31, 2024.
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By 2021, nearly 88%, or $81.00 billion, of all U.S. digital display ad dollars will be transacted programmatically. The Company expects DSPs to consolidate to provide advertisers with more end-to-end advertising solutions. (1) https://www.emarketer.com/content/us-programmatic-ad-spending-forecast-2019 7 BOARD OF DIRECTORS As of the date of this filing, the Company had four (4) directors.
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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.
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The Company directly competes with other demand-side platforms (DSP) providers. DSP is a technology platform that enables advertisers and agencies to automate the purchasing of digital advertising inventory across multiple channels. By leveraging real-time bidding (RTB) and data-driven targeting, DSPs allow advertisers to reach specific audiences efficiently, optimizing ad campaigns for performance and cost-effectiveness.
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The digital marketing ecosystem is divided into buyers (advertisers), sellers (publishers), and marketplaces. The landscape has several segments, such as display and programmatic, mobile, video, search engine, content advertisement, and social ads.
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The DSP market has experienced significant growth in recent years and is projected to continue its upward trajectory: ● Fortune Business Insights projects the global DSP market to grow from $25.54 billion in 2023 to $114.51 billion by 2030, at a CAGR of 23.9% during the forecast period. ● Contrive Datum Insights estimates the market size to reach $92.12 billion by 2029, exhibiting a CAGR of 23.7% from 2022 to 2029. ● Allied Market Research forecasts the DSP system market to grow from $21 billion in 2022 to $228.4 billion by 2032, with a CAGR of 27.3%. These projections underscore the robust expansion and increasing adoption of DSPs in the digital advertising landscape. 8 Key Drivers of Growth Several factors contribute to the rapid growth of the DSP market: Rise in Programmatic Advertising: The shift towards automated, data-driven ad buying has propelled the adoption of DSPs, enabling advertisers to manage and optimize campaigns in real time.
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Advancements in AI and Machine Learning: Integration of AI technologies enhance targeting capabilities, bid optimization, and overall campaign performance, making DSPs more effective and attractive to advertisers. Expansion of Digital Channels: The proliferation of digital platforms, including mobile apps, social media, and connected TV, has increased the demand for centralized platforms like DSPs to manage cross-channel advertising efforts.
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Industry Trends and Developments The DSP landscape is continually evolving, with notable trends shaping its future: Consolidation and Mergers: The industry has seen significant mergers and acquisitions, such as the merger of Omnicom Group and Interpublic Group, forming the largest advertising company focused on leveraging data, technology, and AI.
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Expansion of Services: Companies like Taboola are moving beyond traditional native advertising by launching new ad platforms, such as Realize, to capture additional market opportunities and compete with established DSPs. Regulatory Scrutiny: Major players like Google are facing antitrust lawsuits over alleged monopolistic practices in the digital advertising market, highlighting the increasing regulatory focus on the industry.
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Leading DSP Providers Several companies have established themselves as leaders in the DSP market: The Trade Desk: Recognized as the largest independent DSP, offering a self-service platform for advertisers to manage digital campaigns across various channels. Amazon Advertising: Provides a DSP that allows advertisers to programmatically buy display, video, and audio ads both on and off Amazon.
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Google Display & Video 360: Part of Google’s Marketing Platform, offering integrated tools for campaign management across display, video, TV, and more. Adobe Advertising Cloud: Offers a DSP that integrates with other Adobe products, providing data-driven insights and cross-channel campaign management. These platforms offer diverse features and integrations, catering to the varying needs of advertisers in the digital ecosystem.
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In conclusion, the Demand-Side Platform market is poised for substantial growth, driven by technological advancements, the rise of programmatic advertising, and the expanding digital landscape.
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Advertisers are increasingly leveraging DSPs to enhance targeting precision, optimize ad spending, and achieve better campaign outcomes in an ever-evolving digital environment. 9 BOARD OF DIRECTORS As of the date of this filing, the Company had four (4) directors. EMPLOYEES As of the date of this prospectus, we had three employees, all of whom were our executive officers.
Item 2. Properties
Properties — owned and leased real estate
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Item 2. Properties
Properties — owned and leased real estate
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2023 filing
2024 filing
Biggest changeThe new lease payment is $229 per month, included in the General and Administrative expenses. For the fiscal year ended December 31, 2023, and 2022, the office’s rent payment was $2,748 and $2,748, included in the General and administrative expenses.
Biggest changeThe lease payment is $229 per month, included in General and Administrative expenses. For the fiscal year ended December 31, 2024, and 2023, the office’s rent payment was $2,748 and $2,748, included in the General and administrative expenses.
ITEM 2. OPERATING LEASES As of September 28, 2021, the Company’s new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (“California Lease”). The Company has signed the California Lease on a month-to-month basis, entitled the Company to use the office and conference space on a needs-only basis.
ITEM 2. OPERATING LEASES As of September 28, 2021, the Company’s new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (“California Lease”). The Company has signed the California Lease on a month-to-month basis, entitled the Company to use the office and conference space on a need-only basis.
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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2023 filing
2024 filing
Biggest changeITEM 3. LEGAL PROCEEDINGS The Company discloses a loss contingency if there is at least a reasonable possibility of a material loss. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable and the amount can be reasonably estimated.
Biggest changeITEM 3. LEGAL PROCEEDINGS The Company discloses a loss contingency if there is at least a reasonable possibility of material loss. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated.
The Company currently is not involved in any litigation.
The Company is currently not involved in any litigation.
When no best estimate is available, we reasonably estimate a range of loss; the Company records the minimum estimated as a liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and updates its disclosures accordingly. We record the Company’s legal costs associated with defending itself against expenses incurred.
When no best estimate is available, we reasonably estimate a range of losses; the Company records the minimum estimate as a liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and updates its disclosures accordingly. We record the Company’s legal costs associated with defending itself against expenses incurred.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+2 added−0 removed5 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+2 added−0 removed5 unchanged
2023 filing
2024 filing
Biggest changeTRANSFER AGENT The Company selected Issuer Direct Corporation as its Transfer Agent. The Transfer Agent allocated all stock registration and transfer functions to that Transfer Agent for the Company’s common and preferred stock. Such Transfer Agent shall prepare and distribute a complete stock ledger to the Company, including the name, address, certificate number, certificate type, and shareholder shares.
Biggest changeThe Transfer Agent allocated all stock registration and transfer functions to that Transfer Agent for the Company’s common and preferred stock. Such Transfer Agent shall prepare and distribute a complete stock ledger to the Company, including the name, address, certificate number, certificate type, and shareholder shares.
In the future, if our securities are not quoted on the OTC Bulletin Board and/nor OTC Link, a security holder may find it more difficult to dispose of or to obtain accurate quotations as to the market value of our securities.
In the future, if our securities are not quoted on the OTC Bulletin Board and/or OTC Link, a security holder may find it more difficult to dispose of or obtain accurate quotations as to the market value of our securities.
HOLDERS As of the date of this prospectus, the Company had 123,052,349 shares of our common stock issued and outstanding held by 912 holders of record. DIVIDEND POLICY Since our formation, we have not declared or paid dividends on our common stock and do not anticipate paying dividends in the foreseeable future.
HOLDERS As of the date of this prospectus, the Company had 125,364,737 shares of our common stock issued and outstanding held by 911 holders of record. DIVIDEND POLICY Since our formation, we have not declared or paid dividends on our common stock and do not anticipate paying dividends in the foreseeable future.
Added
Quarterly Stock Performance: Our common stock is traded on the OTC Bulletin Board under the ticker symbol OTCQB: GOAI.
Added
The following table presents the high and low sale prices for our common stock for each quarter of the last fiscal year, as reported on the OTC Bulletin Board: Fiscal First Quarter Second Quarter Third Quarter Fourth Quarter High Low High Low High Low High Low 2024 $ 4.00 $ 0.90 $ 3.07 $ 1.11 $ 3.01 $ 1.30 $ 2.55 $ 1.00 2023 $ 3.10 $ 1.17 $ 3.10 $ 3.10 $ 3.10 $ 1.19 $ 1.55 $ 1.01 TRANSFER AGENT The Company selected Issuer Direct Corporation as its Transfer Agent.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
20 edited+25 added−7 removed21 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
20 edited+25 added−7 removed21 unchanged
2023 filing
2024 filing
Biggest changeRevenue: The Company receives the Ad Spend or a marketing budget from the 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.
Biggest changeSeveral key financial and operational metrics, including but not limited to, are particularly important for evaluating our business’s performance and financial health. 14 Revenue: The Company receives the Ad Spend or a marketing budget from the customers to develop marketing campaigns for their products and services. The Company recognizes the total Ad Spend of the Client as its revenue.
ITEM 6. SELECTED FINANCIAL DATA The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item. 10 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Annual Report Form 10-K contains forward-looking statements.
ITEM 6. SELECTED FINANCIAL DATA The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item. 12 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Annual Report Form 10-K contains forward-looking statements.
The Company had not generated significant revenues or cash flow from operations in the past fiscal year ended December 31, 2023. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using currently available capital resources.
The Company had not generated significant revenues or cash flow from operations in the past fiscal year ended December 31, 2024. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using currently available capital resources.
We have applied for exemption as an emerging growth company; thus, the Company may delay adopting certain accounting standards until the standards would otherwise apply to private companies. OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS We have not engaged in any off-balance sheet arrangements defined in Item 303(c) of the SEC’s Regulation S-B.
We have applied for exemption as an emerging growth company; thus, the Company may delay adopting certain accounting standards until the standards apply to private companies. OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS We have not engaged in any off-balance sheet arrangements defined in Item 303(c) of SEC’s Regulation S-B.
We buy media traffic from a third party and receive a consolidated bill. Amortization and depreciation expenses include the expenses related to the development of the Eva Platform. Net Income (loss): We calculate net income (loss) as the difference between revenues and operating expenses, which are general and administrative, media traffic purchases, amortization, and depreciation.
Amortization and depreciation expenses include the expenses related to the development of the Eva Platform. Net Income (loss): We calculate net income (loss) as the difference between revenues and operating expenses, which are general and administrative, media traffic purchases, amortization, and depreciation.
While these are important metrics for our business, the specific key performance indicators (KPIs) may vary depending on our current business model, strategic goals, and the specifics of its operations.
Net margin: Net income (loss)/Total Revenue ×100 While these are important metrics for our business, specific performance indicators (KPIs) may vary depending on our current business model, strategic goals, and the specifics of its operations.
The increase in G and A expenses for the fiscal year ended December 31, 2023, was mainly due to high share-based expenses for the Company’s management. During the fiscal year that ended December 31, 2023, and 2022, the Company spent $2,834,723 and $1,105,718 on buying media traffic.
The decrease in G and A expenses for the fiscal year ended December 31, 2023, was mainly due to reduced share-based expenses for the Company’s management. During the fiscal year that ended December 31, 2024, and 2023, the Company spent $ 5,570,972 and $2,834,723 on buying media traffic.
The Company incurred a net loss of $6,044,504 and $3,592,907 during the fiscal year ended December 31, 2023, and 2022. The increase in loss for the fiscal year ended December 31, 2023, was mainly due to high share-based expenses for the Company’s management.
The Company incurred a net loss of $3,753,268 and $6,610,119 during the fiscal year ended December 31, 2024, and 2023. The decrease in loss for the fiscal year ended December 31, 2024, was mainly due to a decrease in share-based expenses for the Company’s management.
There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us. 12 GOING CONCERN CONSIDERATION We have yet to generate significant revenues and cash flow from operations to cover our ongoing expenses. As of December 31, 2023, the Company had an accumulated deficit of $24,176,091.
There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us. 15 GOING CONCERN CONSIDERATION As of December 31, 2024, the Company had an accumulated deficit of $28,469,67 and has not yet generated significant revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses.
Operating Expenses: Our operating expenses include general and administrative, media traffic purchases, and amortization and depreciation. General & administration expenses include but are not limited to salaries, professional fees, rent, and sales & marketing, Media traffic purchases include ad inventory purchased from publishers and data costs from data providers.
General & administration expenses include but are not limited to salaries, professional fees, rent, and sales & marketing, Media traffic purchases include ad inventory purchased from publishers and data costs from data providers. We buy media traffic from a third party and receive a consolidated bill.
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 contract. Several key financial and operational metrics, including but not limited to, are particularly important for evaluating our business’s performance and financial health.
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 contract.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and liabilities that might be necessary should the Company be unable to continue as a going concern. 11 Financial Conditions at December 31, 2023, and December 31, 2022 At December 31, 2023, and December 31, 2022, the Company had $472,509 and $38,506 cash to execute its business plan.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and liabilities that might be necessary should the Company be unable to continue as a going concern.
At December 31, 2023, and December 31, 2022, the Company had accumulated a deficit of $24,176,091 and $18,131,587. The working capital deficit as of December 31, 2023, and 2022 were $61,141 and $1,492,334. Since its inception, the Company has sustained losses and negative cash flows from operations.
At December 31, 2024, and December 31, 2023, the Company had accumulated a deficit of $28,469,675 and $24,716,407. The working capital surplus and deficit as of December 31, 2024, and 2023 were $1,560,391 and $652,446. Since its inception, the Company has sustained losses and negative cash flows from operations.
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.
As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2024, and 2023, expressing substantial doubt about the Company’s ability to continue as a going concern. Our financial statements include additional disclosures outlining the factors contributing to this assessment.
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.
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. COMPANY OVERVIEW 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.
During the fiscal year ended December 31, 2023, and 2022, the Company incurred general & administrative costs (“G and A”) of $8,393,556 and $2,120,352; the G and A expenses were 156.09% and 156.95% of the revenue.
During the fiscal year ended December 31, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $7,484,914 and $8,678,441; the G and A expenses were 80.22% and 170.28% of the revenue.
RESULTS OF OPERATIONS Fiscal Year Ending From December 31, 2023, and 2022 The Company has consolidated the income statements for the fiscal year ending December 31, 2023, and 2022. We derived all revenues from the principal-based model for the fiscal year ending December 31, 2023, and 2022.
The working capital surplus and deficit as of December 31, 2024, and 2023 were $1,560,391 and $652,446. RESULTS OF OPERATIONS Fiscal Year Ending From December 31, 2024, and 2023 The Company has consolidated the income statements for the fiscal year ending December 31, 2024, and 2023.
The Company generated revenues of $5,377,273 and $1,350,941 for the fiscal year ended December 31, 2023, and 2022. The increase in revenue was mainly due to an increase in clients from seven (7) to nineteen (19) for the fiscal year ended December 2022 to December 2023.
We derived all revenues from the principal-based model for the fiscal year ending December 31, 2024, and 2023. The Company generated revenues of $9,330,971 and $5,096,543 for the fiscal year ended December 31, 2024, and 2023. The increase in revenue was mainly due to an increase in clients’ spending for the fiscal year ended December 2023 to December 2024.
During the fiscal year ended December 31, 2023, and 2022, the amortization and depreciation expenses were $193,498 and $217,778. For the fiscal year ended December 31, 2023, and 2022, the office’s rent payment was $2,748 and $2,748, included in the General and administrative expenses.
For the fiscal year ended December 31, 2024, and 2023, the office’s rent payment was $2,748 and $2,748, included in the General and administrative expenses. LIQUIDITY AND CAPITAL RESOURCES At December 31, 2024, and December 31, 2023, the Company had $76,356 and $472,509 cash to execute its business plan.
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. Management has considered various factors in evaluating the Company’s sustainability and ability to manage obligations due within a year.
They do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities, which may be necessary if the Company is unable to continue operations.
Removed
Net margin: Net income (loss)/Total Revenue ×100 Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA): We present EBITDA as a non-GAAP financial measure. We provide this metric to give investors a clearer picture of our operational performance by removing the impact of our capital structure (interest), tax situation, and the effects of capital investments (depreciation and amortization).
Added
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.
Removed
EBITDA provides useful information to management and investors by excluding certain expenses that may not indicate our core operating results. We have presented the reconciliation of net income (GAAP) to EBITDA (Non-GAAP) in our operations results.
Added
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.
Removed
At December 31, 2023, and December 31, 2022, the Company had accumulated a deficit of $24,176,091 and $18,131,587. The working capital deficit as of December 31, 2023, and 2022 were $61,141 and $1,492,334.
Added
On February 11, 2014, the Company announced negotiations with Impact Future Media LLC, and their 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.
Removed
During the fiscal year ended December 31, 2023, and 2022, the media traffic expenses were 52.72% and 81.85% of the revenue. In the fiscal year ended December 31, 2023, the Company streamlined and optimized its platform; as a result, the media expenses were lower compared to such costs for the fiscal year ending December 31, 2022.
Added
From March 2014 to September 28, 2021, the Company was involved in the entertainment, publishing, and interactive industry. The Company’s year-end is December 31.
Removed
Reconciliation of Net Income (GAAP) to EBITDA (Non-GAAP): The table below reconciles our net income, the closest comparable GAAP measure, to EBITDA.
Added
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.
Removed
Fiscal Year Ended Description December 31, 2023 December 31, 2022 Net income (GAAP Measure) $ (6,044,504 ) (3,592,907 ) Add: Interest expense - - Add: Taxes - - Add: Amortization & Depreciation 193,498 217,778 Add: Goodwill impairment - 1,500,000 EBITDA (Non-GAAP Measure) $ (5,851,006 ) (1,875,129 ) LIQUIDITY AND CAPITAL RESOURCES At December 31, 2023, and December 31, 2022, the Company had $472,509 and 38,506 cash to execute its business plan.
Added
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”).
Removed
These include 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.
Added
Trading under the new ticker symbol began at market opening on July 11, 2021. The current shareholders do not require action from current shareholders concerning the change in the trading symbol. The Company’s CUSIP also changes to 98892100.
Added
Current Operations As of September 28, 2021, the Company’s vision is to build the world’s leading digital media platform to deliver measurable business outcomes at a scale for regional and global brands, agencies, and retailers across different marketing goals.
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Our system continually learns to achieve trusted and impactful digital advertising solutions, eliminating ad fraud, lag, and error to produce unmatched digital advertising optimization. Effective September 28, 2021, David Boulette is the Company’s Chief Executive Officer and Director. At present, the Company currently has four directors. The one non-executive director is Terry Fields.
Added
The three executive directors are David Boulette, Phil Aspin, and Daryl Walser. Eva Live is a technology company that has developed an automated and intelligent advertiser campaign management platform, Eva Platform. Our Platform enables advertisers (‘customers, clients’) to buy advertising space on several digital channels to reach their desired audience.
Added
Our technology intends to address the needs of markets where high-volume advertisers want automated advertising purchases to have high conversion rates. We focus on data-driven marketing and cross-channel measurement, critical to businesses looking to optimize their marketing budget and reach audiences across all their integrated advertising efforts. We operate at the junction of digital marketing and media monetization.
Added
We enable market awareness of companies and brands by providing best-in-class digital marketing and monetization services on the Internet. Our typical customers are advertising agencies (classified under SIC7319) and businesses in various industries seeking to market their products and services using our platform, including media companies, financial institutions, and other retail entities.
Added
Most of our customers are from North America, mainly the US and Canada. For the three months ending September 30, 2024, we had nine (9) customers, primarily from North America, compared to seven (7) customers for the previous period ending September 30, 2023.
Added
The top three customers represent over 83% and 70% of revenue for the three months ending September 30, 2024, and 2023. Our company’s financial health is highly dependent on these top customers.
Added
If any of them were to significantly reduce their spending or cease doing business with your company, it could have a major impact on your revenue and overall financial health. Such customers advertise with the media through us and engage in media buying services such as online traffic from the Eva Platform.
Added
We also deal with businesses (as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account management, production of advertising material, media planning, and buying (i.e., placing advertising). 13 We execute our business through Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time.
Added
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.
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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 awareness and direct response campaigns with a fixed conversion point.
Added
The Company also owns the Eva XML Platform, which buys traffic from various sources and sells that traffic 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.
Added
The Eval XML Platform manages the entire ad buying/selling process by integrating into Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. As a result, we can create thousands of ads with the push of a button. The Eva XML Platform manages the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue.
Added
Our revenues are directly proportional to the amount of Ad Spend on the platform. Operating Expenses: Our operating expenses include general and administrative, media traffic purchases, and amortization and depreciation.
Added
Financial Conditions at December 31, 2024, and December 31, 2023 At December 31, 2024, and December 31, 2023, the Company had $76,356 and $472,509 cash to execute its business plan. At December 31, 2024, and December 31, 2023, the Company had accumulated a deficit of $28,469,675 and $24,716,407.
Added
During the fiscal year ended December 31, 2024, and 2023, the media traffic expenses were 59.70% and 55.62% of the revenue. During the fiscal year ended December 31, 2024, and 2023, the amortization and depreciation expenses were $0 and $193,498.
Added
Management has evaluated the Company’s ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity.
Added
If the Company is unable to generate sufficient revenues by December 31, 2024, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash flow.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
3 edited+0 added−0 removed5 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
3 edited+0 added−0 removed5 unchanged
2023 filing
2024 filing
Biggest changeITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 14 ITEM 9A. CONTROLS AND PROCEDURES 14 ITEM 9B. OTHER INFORMATION 14 PART III.
Biggest changeITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 17 ITEM 9A. CONTROLS AND PROCEDURES 17 ITEM 9B. OTHER INFORMATION 17 PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 15 ITEM 11. EXECUTIVE COMPENSATION 17 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 18 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 18 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 19 PART IV. ITEM 15. FINANCIAL STATEMENT SCHEDULES 20 ITEM 16.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 18 ITEM 11. EXECUTIVE COMPENSATION 20 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 21 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 21 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 22 PART IV. ITEM 15. FINANCIAL STATEMENT SCHEDULES 23 ITEM 16.
EXHIBITS 21 SIGNATURES 22 2 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Form 10-K”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
EXHIBITS 24 SIGNATURES 25 2 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Form 10-K”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.