10-K/A: Eva Live Inc. Files Amended 10-K After Reverse Stock Split

Eva Live Inc. amends its annual report on Form 10-K to reflect a 1-for-4 reverse stock split and restate financial data.

Summary

• Eva Live Inc. filed an amendment to its annual report on Form 10-K to reflect a 1-for-4 reverse stock split that occurred on February 11, 2025.
• The amendment restates the cover page, Item 5 (Market for Registrant's Common Equity), and includes new certifications by the principal executive and financial officers.
• All common stock, options, warrants, and per-share data for all periods presented in the financial statements have been retroactively adjusted to reflect the reverse stock split.
• The company's common stock is traded on the OTC Bulletin Board under the ticker symbol GOAI.
• As of May 15, 2025, there were 31,342,285 shares of common stock outstanding, held by 911 holders of record.
• The aggregate market value of voting and non-voting common equity held by non-affiliates as of December 31, 2024, was approximately $531,546,485.
• The company's revenue for the fiscal year ending December 31, 2024, was $9,330,971, compared to $5,096,543 for the fiscal year ending December 31, 2023.
• The company incurred a net loss of $3,753,268 for the fiscal year ending December 31, 2024, compared to a net loss of $6,610,119 for the fiscal year ending December 31, 2023.
• The company's independent auditor has expressed substantial doubt about the company's ability to continue as a going concern.
• The company is implementing a multi-layered cybersecurity program to protect its systems and data.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While revenue increased and net losses decreased, the auditor's going concern warning and identified control weaknesses raise significant concerns. The reverse stock split is a strategic move, but the overall financial stability is questionable.

Positives

• Revenue increased significantly from $5,096,543 in 2023 to $9,330,971 in 2024.
• Net loss decreased from $6,610,119 in 2023 to $3,753,268 in 2024.
• The company has a working capital surplus of $1,560,391 as of December 31, 2024.
• The company is focused on AI and machine learning to improve its Eva Platform.
• The company has implemented a cybersecurity program to protect its systems and data.

Negatives

• The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
• The company has an accumulated deficit of $28,469,675 as of December 31, 2024.
• The company is highly dependent on its top three customers, who account for a significant portion of its revenue.
• The company's disclosure controls and procedures were not effective at the end of the period covered by the report.
• The company did not maintain effective internal control over financial reporting as of December 31, 2024, due to a material weakness.

Risks

• The company's financial health is highly dependent on its top customers, and any significant reduction in their spending could have a major impact on revenue.
• The company's ability to continue as a going concern is uncertain due to recurring losses and negative cash flows.
• The company's disclosure controls and procedures were not effective, and it did not maintain effective internal control over financial reporting.
• The company faces intense competition in the digital marketing industry.
• The company is exposed to cybersecurity risks that could adversely affect its operations, customers, or stakeholders.

Future Outlook

The company intends to continue investing in sales, marketing, product support, and development of technology solutions to serve its customers and expects capital expenditure to increase to up to $250,000 in the next twelve months to support growth.

Industry Context

The company operates in the competitive and fragmented demand-side platform (DSP) market, which is projected to experience significant growth, driven by the rise in programmatic advertising, advancements in AI and machine learning, and the expansion of digital channels.

Comparison to Industry Standards

• The Trade Desk, Amazon Advertising, Google Display & Video 360, and Adobe Advertising Cloud are leading DSP providers.
• 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%.
• 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%.

Related Party Transactions

• Hottest Media LLC (Hottest) is authorized to act as the Company's agent in purchasing materials and services required to produce advertising on Company's behalf.
• Mr. Boulette, CEO of the Company, occasionally provides funding for the Company's working capital.
• 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. 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 125,000 shares of the Company's restricted common stock valued at $1,500,000 using the discounted cash flow methodology.

Stakeholder Impact

• Shareholders face uncertainty due to the company's going concern status and the potential for dilution from future capital raises.
• Employees may be affected by potential cost reductions and strategic adjustments.
• Customers may be impacted by the company's ability to continue providing services.
• Creditors face increased risk due to the company's financial instability.

Next Steps

• The company intends to implement remediation steps to improve its internal controls.
• The company plans to further improve this process by enhancing the size and composition of its board upon the closing of the business, identifying third-party professionals with whom to consult regarding complex accounting applications, and considering additional staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the internal controls and financial reporting process.

Key Dates

Keywords

reverse stock split, financial results, digital marketing, Eva Platform, going concern, cybersecurity, revenue, net loss, 10-K, GOAI