Eva Live IncGOAIEarnings & Financial Report
Nasdaq · Information Technology · Services-Computer Programming, Data Processing, Etc.
EVA Airways Corporation is an international airline headquartered in Taoyuan. It is one of the three largest airlines in Taiwan along with China Airlines and Starlux Airlines. The privately owned airline operates passenger and dedicated cargo services to over 40 international destinations in Asia, Australia, Europe and North America. Its network fully consists of international routes, with no domestic routes. It is rated as a 5-star airline by Skytrax, and is the second largest airline based ...
What changed in Eva Live Inc's 10-K — 2024 vs 2025
Top changes in Eva Live Inc's 2025 10-K
445 paragraphs added · 69 removed · 41 edited across 5 sections
- Item 1. Business+313 / −49 · 35 edited
- Item 7. Management's Discussion & Analysis+115 / −8
- Item 5. Market for Registrant's Common Equity+13 / −9 · 3 edited
- Item 2. Properties+3 / −2 · 2 edited
- Item 1C. Cybersecurity+1 / −1 · 1 edited
Item 1. Business
Business — how the company describes what it does
35 edited+278 added−14 removed26 unchanged
Item 1. Business
Business — how the company describes what it does
35 edited+278 added−14 removed26 unchanged
2024 filing
2025 filing
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.
Our 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.
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 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.
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.
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, followed by recapitalization. A reverse recapitalization is not accounted for as a business combination because the shell company is not a business.
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. 15 ● 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.
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.
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. 16 Under the agency-based model, the Company acts as an agent of the client and negotiates deals with media sellers.
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.
The Eva XML Platform manages the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue. 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.
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.
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 into employment agreements with these people with appropriate non-competition provisions. Boulette, Mr.
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 their President/Founder, Francois Garcia, acquired 100% of Impact Future Media LLC and its media and entertainment assets.
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.
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.
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.
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.
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 both buyers and sellers simultaneously.
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.
ITEM 1. BUSINESS DESCRIPTION OF BUSINESS Our Company 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.
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.
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 determine EvaMedia 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.
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.
We intend to expand our core business, increase market share, and improve profitability principally by deploying the following growth strategies: ● Complete the integration of AI in the fiscal year ending December 31, 2023; ● We intend to continue innovating in AI and machine learning technology to improve the Eva Platform and augment its features and functionalities. ● We view big data as one of our critical competitive advantages.
We intend to expand our core business, increase market share, and improve profitability principally by deploying the following growth strategies: ● Completed the initial integration of AI in the fiscal year ending December 31, 2025; ● We intend to continue innovating in AI and machine learning technology to improve the Eva Platform and augment its features and functionalities. ● We view big data as one of our critical competitive advantages.
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.
On the Acquisition Date, the Company entered a reverse capitalization transaction (“Acquisition”) with EvaMedia. As per SEC 7050 – Reverse Mergers, a reverse recapitalization is a transaction in which a shell company (as defined in Exchange Act Rule 12b-2) issues its equity interests to effect the acquisition of an operating company.
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.
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.
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
Our telephone number is (424) 202-3603. 23 ROUNDING ERROR Due to rounding, numbers presented in the financial statements for the period ending December 31, 2025, and 2024, and throughout the report, may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.
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).
The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. The Company has no operational exposure in the region affected by war. As of the date of this report, there has been no disruption in our operations.
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.
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. On September 28, 2021 (the “Acquisition Date”), the Company merged into EvaMedia Corp. (“EvaMedia”).
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.
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 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.
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. 17 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.
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.
The DSP market is poised for substantial growth, driven by technological advancements, the rise of programmatic advertising, the expanding connected TV landscape, and the increasing importance of privacy-safe identity solutions.
We hold customers liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed following the IO. We provide reports at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO.
We provide reports at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO.
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.
For the fiscal year ending December 31, 2025, we had seventeen (17) customers, primarily from North America, compared to sixteen (16) customers for the previous period ending December 31, 2024. The top three customers represent over 61.05% and 60.78% of revenue for the fiscal year ending December 31 30, 2025, and 2024.
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.
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.
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.
Industry and Competitive Analysis Our industry is extremely competitive and fragmented. The Company directly competes with other demand-side platform (“DSP”) providers. A DSP is a technology platform that enables advertisers and agencies to automate the purchasing of digital advertising inventory across multiple channels.
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.
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, most notably the completion of Omnicom Group’s acquisition of Interpublic Group on November 26, 2025, in an approximately $13 billion all-stock transaction.
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.
The Company has entered into a formal employment agreement with its Chief Executive Officer and President, David Boulette. The CEO’s annual salary is $552,000. The Company accrues compensation payable to the CEO in Accounts Payable and accrued expenses.
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.
Aspin, and Walser devote 100%, 75%, and 75% of their time to the Company’s business. CORPORATE INFORMATION The Company’s principal office is 2029 Century Park East, Suite #400N, Los Angeles, CA 90067.
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.
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. We hold customers liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed following the IO.
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.
Leading platforms now deploy AI for real-time creative rotation, automated bidding, and performance forecasting, and advertisers are increasingly demanding transparency in how AI-driven decisions are made. Expansion of Digital Channels. The proliferation of digital platforms, including mobile apps, social media, and connected TV (“CTV”), has increased the demand for centralized platforms like DSPs to manage cross-channel advertising efforts.
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).
We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point. Reverse Capitalization 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.
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.
The competitive dynamics of the industry are being reshaped by antitrust enforcement against dominant platforms, strategic partnerships for CTV access, and the integration of AI across all facets of campaign management. Advertisers are increasingly leveraging DSPs to enhance targeting precision, optimize ad spending, and achieve better campaign outcomes in an ever-evolving digital environment.
We execute an Insertion Order (IO) with our customers, a formal, contractual document used in advertising. It outlines the specifics of an advertising campaign a client has agreed to run with an advertising sales agency or a publisher.
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. We execute an Insertion Order (IO) with our customers, a formal, contractual document used in advertising.
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.
Recognized as the largest independent DSP, The Trade Desk offers a self-service platform for advertisers to manage digital campaigns across various channels. In 2025, the company advanced its Kokai AI-powered platform for performance forecasting and introduced OpenPath for direct publisher integration.
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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.
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The Company appointed Rizvan Jamal as an independent director of the Company in May 2025. The Company appointed Ali Shadman as an independent director of the Company in June 2025. As of December 31, 2025, the Company has six directors.
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Number: 714192) (“AdFlare”), and the shareholders of AdFlare, Phil Aspin, an individual and Stephen Adds, an individual (collectively, the “Shareholders”) whereby the Company acquired One Hundred (100%) percent of the issued and outstanding shares of AdFlare in exchange for 500,000 shares of the Company’s restricted common stock valued at $1,500,000 using the discounted cash flow methodology. Mr.
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Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired. Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.
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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.
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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.
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The fair market value of the implied Goodwill is approximately $0, which is less than the carrying value, and thus, the impairment as of December 31, 2022, is $1,500,000.
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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.” and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”.
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AdFlare, a wholly owned subsidiary of the Company, is a leader in the specialized field of “Header Bidding,” with a deep contextual understanding of an array of ad technologies spanning search, display, and video across mobile and desktop, providing solutions to help all publishers drive revenue.
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Trading on the OTCQB under the new ticker symbol began at market opening on July 11, 2021. 4 On January 28, 2026, after obtaining the required Nasdaq approval, our common stock started to trade on Nasdaq under the symbol “GOAI”.
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Header bidding, also known as advance or pre-bidding, is a technology wherein publishers simultaneously offer their inventory to multiple ad exchanges, advertisers, and agencies.
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Recent developments Reverse Stock Split On February 4, 2025, the Company effected a reverse stock split of our outstanding common stock at a 1-for-4 ratio (the “Reverse Stock Split”). FINRA announced the Reverse Stock Split on February 10, 2025. The common stock commenced trading on a split-adjusted basis on OTC Markets at the market open on February 11, 2025.
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The idea is that by letting various buyers bid on the same inventory at the same time, in real-time, there’s more competition driving up the auction pressure and a chance to serve each impression at a higher Cost Per Mille rate (“CPM rate”), meaning capturing additional revenue.
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The trading symbol for the common stock continued to be “GOAI” after the Reverse Stock Split, and the CUSIP for the common stock changed to 298892209.
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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.
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Unless otherwise noted, the share and per share information in this Annual Report and the financial statements and notes included herein reflect the Reverse Stock Split. 5 Promissory notes Promissory Notes with 1800 Diagonal Lending LLC 1800 Diagonal Lending LLC Promissory Note (Diagonal#1), March 12, 2025 On March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $120,455 in exchange for a purchase price of $107,000, reflecting an original issue discount of $13,455.
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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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The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.
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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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The Note bears a one-time interest charge of twelve percent (12%), or $14,454, applied to the principal on the issuance date, resulting in a total repayment obligation of $134,909. The Note matures on January 30, 2026.
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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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Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid.
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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.
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The total repayment obligation is payable in ten (10) equal installments of $13,490.90 each, with the first payment due on April 30, 2025, and nine subsequent monthly payments due on the 30th day of each month thereafter through the maturity date.
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See Risk Factors relating to “Going Concern.” DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED Effective November 01, 2023, the Company incorporated by reference the description of its common stock, par value $0.0001 per share, to be registered hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1/A (File No. 333-273162), as initially filed with the Securities and Exchange Commission (the “Commission”) on July 07, 2023, as subsequently amended (the “Registration Statement”).
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The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.91% of the net cash proceeds received. The Company has the right to prepay the Note in full at any time with no prepayment penalty.
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Since the Registration Statement filing, the Company has made all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily.
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In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 97% of the outstanding principal and accrued interest, and from day 61 through day 180, at 98%.
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The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option. The Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence and during the continuation of an Event of Default. No conversion right exists absent a default.
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Upon an Event of Default, the Holder may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the conversion date, representing a 35% discount to market.
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The conversion amount may include, at the Holder’s option, the principal amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.
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The Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company must issue and deliver shares within three (3) business days.
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Failure to deliver within this deadline subjects the Company to a penalty of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.
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In connection with the Note, we have reserved 186,715 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price.
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Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.
Added
There is no balance due remaining under this Note. 6 1800 Diagonal Lending LLC Promissory Note (Diagonal#2), May 28, 2025 On May 28, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $151,800 in exchange for a purchase price of $132,000, reflecting an original issue discount of $19,800.
Added
The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.
Added
The Note bears a one-time interest charge of thirteen percent (13%), or $19,734, applied to the principal on the issuance date, resulting in a total repayment obligation of $171,534. The Note matures on March 30, 2026.
Added
Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid.
Added
The total repayment obligation is payable in ten (10) equal installments of $17,153.40 each, with the first payment due on June 30, 2025, and nine subsequent monthly payments due on the 30th day of each month thereafter through the maturity date.
Added
The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 37.23% of the net cash proceeds received. The Company has the right to prepay the Note in full at any time with no prepayment penalty.
Added
In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day 180, at 97%.
Added
The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option. The Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence and during the continuation of an Event of Default. No conversion right exists absent a default.
Added
Upon an Event of Default, the Holder may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the conversion date, representing a 35% discount to market.
Added
The conversion amount may include, at the Holder’s option, the principal amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
1 edited+0 added−0 removed6 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
1 edited+0 added−0 removed6 unchanged
2024 filing
2025 filing
We align our cybersecurity controls with industry standards and frameworks, including principles derived from the NIST Cybersecurity Framework. Impact of Cybersecurity Risks on Business To date, the Company has no t experienced a cybersecurity incident that has materially affected our operations, reputation, or financial performance.
We align our cybersecurity controls with industry standards and frameworks, including principles derived from the NIST Cybersecurity Framework. 30 Impact of Cybersecurity Risks on Business To date, the Company has no t experienced a cybersecurity incident that has materially affected our operations, reputation, or financial performance.
Item 2. Properties
Properties — owned and leased real estate
2 edited+1 added−0 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
2 edited+1 added−0 removed0 unchanged
2024 filing
2025 filing
The 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.
For the fiscal year ended December 31, 2025, and 2024, the office’s rent payment was $3,492 and $2,748 and 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 need-only basis.
ITEM 2. PROPERTIES As of September 2021 to March 2025, the Company’s corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067. Effective March 2025, the Company’s new corporate address was changed to 2029 Century Park E, Suite 400#N, Los Angeles, CA 90067 (“California Lease”) because of changes in Regus’ location.
Added
There were no changes in the lease agreement, and the California Lease remains on a month-to-month basis, entitling the Company to use the office and conference space on a need-only basis. The new lease is $291 per month, which is included in the general and administrative expenses.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+10 added−6 removed1 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+10 added−6 removed1 unchanged
2024 filing
2025 filing
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.
HOLDERS As of the date of this Annual Report, the Company had 31,342,285 shares of our common stock issued and outstanding held by 906 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.
RECENT SALES OF UNREGISTERED SECURITIES All of the Company’s recent sales of unregistered securities within the past three years reported previously reported as required in Quarterly Reports on Form 10-Q and current reports on Form S1-A filed October 27, 2023.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS We have no equity compensation or stock option plans. RECENT SALES OF UNREGISTERED SECURITIES All of the Company’s recent sales of unregistered securities within the past three years were previously reported as required in Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K or are set forth below.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD AND OTC LINKS Our common stock is quoted on the OTC Bulletin Board and/or OTC Link under the trading symbol GOAI.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our common stock is traded on the Nasdaq Capital Market under the symbol “GOAI”. TRANSFER AGENT The Company selected Equiniti Trust Company, LLC as its Transfer Agent.
Removed
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.
Added
On June 12, 2024, in connection with the execution of a financial advisory and investment banking engagement letter with Maxim Group LLC, the Company issued 750,000 shares of its Common Stock (187,500 shares on a post-reverse-split basis) to Maxim or its designees as partial consideration for advisory services.
Removed
The OTC Bulletin Board differs from national and regional stock exchanges in that it (i) is not situated in a single location but operates through the communication of bids, offers, and confirmations between broker-dealers, and (ii) securities admitted to the quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.
Added
The shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares are subject to restrictions on transfer under Rule 144, and carry unlimited piggyback registration rights and the same rights afforded to other holders of the Company’s Common Stock.
Removed
Quarterly Stock Performance: Our common stock is traded on the OTC Bulletin Board under the ticker symbol OTCQB: GOAI.
Added
The Company valued the shares at $3.00 per share (pre-split price on the grant date), resulting in total non-cash compensation of $2,257,000. The Company is further obligated to issue 1,000,000 additional shares of Common Stock (250,000 shares on a post-reverse-split basis) to Maxim upon the Company’s listing on a national securities exchange.
Removed
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.
Added
This contingent share issuance was triggered upon the Company’s listing on the Nasdaq Capital Market on January 28, 2026. As of the date of the report, the Company has not issued these shares.
Removed
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.
Added
On March, 12, 2025, May 28, 2025, July 25, 2025, September 23, 2025 and November 14, 2025, the Company entered into securities purchase agreements with 1800 Diagonal and issued 1800 Diagonal promissory notes (Diagonal #1, Diagonal #2, Diagonal #3, Diagonal #4 and Diagonal #5) with an aggregate principal of $848,685 for aggregate purchase prices of $735,000.
Removed
See the Risk Factor entitled, “Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.” SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS We have no equity compensation or stock option plans.
Added
The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. See “Business—Description of Business— Recent developments” for the full information about these promissory notes, such information is hereby incorporated by reference into this Item 5.
Added
On March, 12, 2025 and July 25, 2025, the Company entered into securities purchase agreements with Boot Capital and issued Boot Capital promissory notes (Boot #1 and Boot #2) with an aggregate principal of $229,455 for aggregate purchase prices of $200,000.
Added
The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. See “Business—Description of Business— Recent developments” for the full information about these promissory notes, such information is hereby incorporated by reference into this Item 5.
Added
On December 10, 2025, the Company issued a promissory note to an individual in the principal amount of $110,000 for funding of $100,000. The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Added
See “Business—Description of Business— Recent developments” for the full information about this promissory note, such information is incorporated by reference into this Item 5.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
0 edited+115 added−8 removed0 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
0 edited+115 added−8 removed0 unchanged
2024 filing
2025 filing
Removed
ITEM 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.
Added
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Annual Report contains forward-looking statements. Our actual results could differ materially from those set forth due to general economic conditions and changes in the assumptions used in making such forward-looking statements.
Removed
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.
Added
The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing elsewhere in this report.
Removed
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.
Added
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.
Removed
All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
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
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition, operations results, and any forward-looking statements are subject to change and inherent risks and uncertainties.
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
Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-K.
Added
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.
Removed
Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements.
Added
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. 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.
Removed
Should one or more of these risks or uncertainties materialize or underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated. 3 PART I
Added
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.
Added
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. The Company appointed Rizvan Jamal as an independent director of the Company in May 2025.
Added
The Company appointed Ali Shadman as an independent director of the Company in June 2025. As of December 31, 2025, the Company has six directors.
Added
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.
Added
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.
Added
Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired. Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.
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 Company.
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.” and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”.
Added
Trading on the OTCQB under the new ticker symbol began at market opening on July 11, 2021. On January 28, 2026, after obtaining the required Nasdaq approval, our common stock started to trade on Nasdaq under the symbol “GOAI”.
Added
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.
Added
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.
Added
We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point. 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 scale for regional and global brands, agencies, and retailers across different marketing goals.
Added
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 has six directors.
Added
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. Our technology intends to address the needs of markets where high-volume advertisers want automated advertising purchases to have high conversion rates.
Added
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. We enable market awareness of companies and brands by providing best-in-class digital marketing and monetization services on the Internet.
Added
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. 33 For the fiscal year ending December 31, 2025, we had seventeen (17) customers, primarily from North America, compared to sixteen (16) customers for the previous period ending December 31, 2024.
Added
The top three customers represent over 61.05% and 60.78% of revenue for the fiscal year ending December 31 30, 2025, and 2024. 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). 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.
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.
Added
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
PLAN OF OPERATIONS 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.
Added
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 acceptable to both parties based on such terms and conditions.
Added
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.
Added
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.
Added
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.
Added
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. Our revenues are directly proportional to the amount of Ad Spend on the platform.
Added
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. 34 Media traffic purchases include ad inventory purchased from publishers and data costs from data providers.
Added
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.
Added
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.
Added
The Company believes it needs capabilities to develop and successfully further develop and innovate its AdTech technology solutions with AI-integrated solutions — the Company budgets at least $500,000 for sales and marketing campaigns in the next twelve months.
Added
We require additional capital to the extent the Company’s operations are insufficient to fund its capital requirements; the Company will attempt to raise capital through the issuance of equity or debt. The Company’s ability to continue as a going concern may depend on the success of management’s plans.
Added
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.
Added
Financial Conditions at December 31, 2025, and December 31, 2024 At December 31, 2025, and December 31, 2024, the Company had $202,524 and $76,356 cash to execute its business plan. At December 31, 2025, and December 31, 2024, the Company had accumulated a deficit of $20,342,362 and $28,469,675.
Added
The working capital surplus and deficit as of December 31, 2025, and 2024 were $9,679,283 and $1,560,391. RESULTS OF OPERATIONS Fiscal Year Ending December 31, 2025, and 2024 The Company has consolidated the income statements for the fiscal years ending December 31, 2025, and 2024.
Added
We derived all revenues from the principal-based model for the fiscal year ending December 31, 2025, and 2024.
Added
December 31, 2025 (Audited) December 31, 2024 (Audited) Total Revenue $ 17,037,328 $ 9,330,971 Operating expenses General and administrative 1,798,231 7,484,914 Media traffic purchase, related party 6,920,445 5,570,972 Amortization and depreciation 98,395 - Total operating expenses $ 8,817,071 $ 13,055,886 Net income (loss) $ 8,127,313 $ (3,753,268 ) Revenue For the fiscal year ended December 31, 2025, the Company generated revenue of $17,037,328, compared to $9,330,971 for the fiscal year ended December 31, 2024, an increase of $7,706,357, or 82.59%.
Added
This increase was primarily driven by increased client spending and an expansion in the number of active clients, which rose to 20 in 2025 from 15 in 2024.
Added
Net Income (loss) For the fiscal year ended December 31, 2025, the Company reported net income of $8,127,313, as compared to a net loss of $3,753,268 for the fiscal year ended December 31, 2024, an improvement of $11,880,581. The improvement was primarily driven by higher revenue and improved operating leverage, as operating expenses declined as a percentage of revenue.
Added
Revenue increased to $17,037,328 in 2025 from $9,330,971 in 2024, primarily as a result of increased client spending. Operating expenses were $8,817,071 for 2025, compared to $13,055,886 for 2024, representing 51.75% and 139.92% of revenue, respectively.
Added
General & administrative costs (“G and A”) General and administrative expenses were $1,798,231 for the fiscal year ended December 31, 2025, compared to $7,484,914 for the fiscal year ended December 31, 2024, representing a decrease of $5,686,683, or 75.97%.
Added
As a percentage of revenue, general and administrative expenses were 10.55% and 80.22% for the years ended December 31, 2025, and 2024, respectively. The decrease in general and administrative expenses was primarily attributable to lower share-based compensation expense related to management compensation, as well as reduced financing-related costs, during 2025 as compared to 2024.
Added
For the fiscal year ended December 31, 2025, and 2024, the office’s rent payment was $3,492 and $2,748 and included in the General and administrative expenses. Media traffic Media traffic expenses were $6,920,445 for the fiscal year ended December 31, 2025, compared to $5,570,972 for the fiscal year ended December 31, 2024, representing an increase of $1,349,473, or 24.22%.
Added
As a percentage of revenue, media traffic expenses were 40.62% and 59.70% for the years ended December 31, 2025, and 2024, respectively. The increase in media traffic expenses during 2025 was primarily attributable to higher revenue-generating activity and increased client demand, which required greater media purchasing volume.
Added
Despite the increase in absolute dollars, media traffic expenses declined as a percentage of revenue, reflecting improved gross margin performance in 2025 as compared to 2024. Amortization and depreciation Amortization and depreciation expense was $98,395 for the fiscal year ended December 31, 2025, compared to $0 for the fiscal year ended December 31, 2024.
Added
The increase in amortization and depreciation expense during 2025 was primarily attributable to the amortization of original issue discount and deferred financing costs associated with the Company’s financing arrangements, together with depreciation expense recognized on fixed assets placed in service during the year.
Added
LIQUIDITY AND CAPITAL RESOURCES At December 31, 2025, and December 31, 2024, the Company had $202,524 and $76,356 cash to execute its business plan. At December 31, 2025, and December 31, 2024, the Company had accumulated a deficit of $20,342,362 and $28,469,675.
Added
The working capital surplus and deficit as of December 31, 2025, and 2024 were $9,679,283 and $1,560,391. 35 The Company had not generated significant revenues or cash flow from operations in the past fiscal year ended December 31, 2024. However, the Company increased its revenue significantly for the fiscal year ended December 31, 2025.
Added
The Company currently has over $16 million in accounts receivable, which we intend to collect to improve its cash flow. Since its inception, the Company has sustained losses and negative cash flows from operations until the fiscal year ended December 31, 2025.
Added
The Management believes that cash on hand may not be sufficient for the Company to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following December 31, 2025.
Added
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 and additional capital that we will raise.
Added
The Management anticipates raising additional capital to accomplish the Company’s growth plan over twelve (12) months. We do not have any plans or specific agreements for new funding sources. The Management expects to seek additional funding through private equity or public markets.
Added
However, there can be no assurance about the availability or terms, such as financing and capital, that might be available. Debt Financing Activities During the fiscal year ended December 31, 2025, the Company raised capital through the issuance of eight promissory notes to three lenders, generating aggregate net cash proceeds of approximately $900,000.
Added
The aggregate principal amount of these notes totaled $1,078,140, reflecting original issue discounts totaling $143,140 and transaction expenses of $35,000. The Company entered into five separate Securities Purchase Agreements with 1800 Diagonal Lending LLC, issuing promissory notes with an aggregate principal of $848,685 for aggregate purchase prices of $735,000 ($700,000 net of $35,000 in legal and due diligence fees).
Added
The notes bear one-time interest charges ranging from 12% to 13%, mature between January 2026 and August 2026, and carry default interest of 22% per annum.
Added
The notes are repayable in either five or ten installments, depending on the note, and are convertible into shares of Common Stock only upon an Event of Default at a conversion price equal to 65% of the lowest trading price during the ten trading days prior to conversion, representing a 35% discount to market.
Added
As of December 31, 2025, one of the five Diagonal notes (Notes #1) was fully repaid through scheduled installment payments during 2025. Diagonal note#2 was substantially repaid with remaining balances of $57,582 converted into shares of Common Stock in late January 2026.
Added
The remaining three notes (Notes #3, #4, and #5, with aggregate principal of $556,369) were outstanding with full principal balances as of December 31, 2025, as their first installment payments were not yet due. The outstanding balance of Diagonal notes (Notes #2, #3, #4, and #5) was $613,951 as of December 31, 2025.
Added
The Company entered into two Securities Purchase Agreements with Boot Capital LLC, issuing promissory notes with an aggregate principal of $229,455 for aggregate purchase prices of $200,000. The notes bear a one-time interest charge of 12%, mature between January and May 2026, and contain conversion and default provisions substantially similar to the Diagonal notes.
Added
Boot Note #1 was substantially repaid through installment payments during 2025, with the final installment converted in January 2026. Boot Note #2 had no installment payments due prior to January 30, 2026, and was converted in full in late January 2026. The outstanding balance of Boot notes (Notes #1 and #2) was $161,379 as of December 31, 2025.
Added
On December 10, 2025, the Company issued a convertible promissory note to an individual lender in the principal amount of $110,000 for funding of $100,000, reflecting a 10% original issue discount.
Added
Unlike the institutional notes, this note bears simple interest at 10% per annum, matures on December 10, 2026, requires no installment payments (bullet maturity), and is convertible at a fixed price of $2.60 per share at the holder’s option at any time. The note contains no default premium, no default interest rate, no beneficial ownership cap, and no anti-dilution provisions.
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