10-Q: Eva Live Reports Strong Q3 2025 Growth, Pursues Public Offering
Quarterly Report
Eva Live Inc. announced a significant financial turnaround with strong revenue and net income for the nine months ended September 30, 2025, while actively pursuing a public offering to fund strategic growth initiatives despite ongoing going concern doubts and internal control weaknesses.
Summary
- Total revenue for the nine months ended September 30, 2025, increased to $12,733,550, up from $6,407,818 in the prior year period.
- The company achieved a net income of $6,445,111 for the nine months ended September 30, 2025, a substantial improvement from a net loss of $5,114,854 in the same period last year.
- Net income for the three months ended September 30, 2025, was $1,824,316, compared to a net loss of $4,951,202 in the corresponding prior year quarter.
- Basic and diluted earnings per share for the nine months ended September 30, 2025, were $0.21, reversing a loss of $0.17 per share in the prior year.
- Cash balances increased to $349,282 as of September 30, 2025, from $76,356 at December 31, 2024.
- Working capital surplus significantly improved to $7,996,828 as of September 30, 2025, from $1,560,391 at December 31, 2024.
- The company filed amended registration statements on Form S-1/A to register a public offering of up to 1,212,121 Units, aiming to raise up to $5 million in gross proceeds.
- Management acknowledged material weaknesses in disclosure controls and internal control over financial reporting due to inadequate segregation of duties, limited personnel, and insufficient written policies.
- The company's independent auditors included an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern for fiscal years ended December 31, 2024, and 2023.
- Days Sales Outstanding (DSO) was approximately 90 days as of September 30, 2025, reflecting longer collection cycles with recently onboarded enterprise clients.
Sentiment
Score: 6
Explanation: The company demonstrated strong financial performance with significant revenue growth and a shift to net income, indicating operational improvements. However, persistent going concern doubts, negative operating cash flow, high Days Sales Outstanding, and identified material weaknesses in internal controls present substantial risks and uncertainties. The planned public offering is a positive step towards addressing liquidity but also implies future dilution.
Positives
- Achieved significant revenue growth, with total revenue increasing 98.7% to $12,733,550 for the nine months ended September 30, 2025, compared to $6,407,818 in the prior year.
- Turned a substantial net loss into a net income of $6,445,111 for the nine months ended September 30, 2025, from a net loss of $5,114,854 in the same period last year.
- Reported positive basic and diluted EPS of $0.21 for the nine months ended September 30, 2025, a significant improvement from a loss of $0.17 per share.
- Increased cash balance to $349,282 as of September 30, 2025, from $76,356 at December 31, 2024.
- Significantly improved working capital surplus to $7,996,828 as of September 30, 2025, from $1,560,391 at December 31, 2024.
- Reduced accumulated deficit to $22,024,564 as of September 30, 2025, from $28,469,675 at December 31, 2024.
- Increased customer base from six to eleven as of September 30, 2025, compared to December 31, 2024, with larger contract sizes contributing to revenue growth.
- Actively pursuing a public offering of up to 1,212,121 Units to raise up to $5 million, intended to fund platform development, AI integration, and expand advertising capacity.
- General and administrative costs decreased significantly for the nine months ended September 30, 2025, to $1,238,398 from $6,911,921, primarily due to lower stock-based compensation compared to the prior year.
Negatives
- Independent auditors expressed substantial doubt about the company's ability to continue as a going concern for fiscal years ended December 31, 2024, and 2023.
- Experienced negative cash flow from operations of $265,490 for the nine months ended September 30, 2025.
- Days Sales Outstanding (DSO) was approximately 90 days as of September 30, 2025, indicating longer collection cycles that may affect near-term liquidity.
- Disclosure controls and procedures were deemed not effective as of September 30, 2025, due to material weaknesses.
- Internal control over financial reporting was deemed not effective as of September 30, 2025, due to material weaknesses including inadequate segregation of duties, limited personnel, and insufficient written policies.
- Financial health is highly dependent on the top three customers, who accounted for 88% of receivables as of September 30, 2025, posing a significant concentration risk.
- Convertible notes carry high interest rates (12-13%) and punitive default clauses, including a 150% increase in outstanding balance and conversion at a 35% discount to the lowest bid price, which could lead to significant dilution.
Risks
- Substantial doubt about the company's ability to continue as a going concern due to historical recurring losses and negative cash flows from operations.
- High dependence on a few key customers, with the top three accounting for 88% of receivables, making the company vulnerable to reduced spending or cessation of business from these clients.
- Material weaknesses in internal controls over financial reporting and disclosure controls, which could lead to errors or misstatements in financial information.
- Inability to raise additional capital through private equity or public markets, which is necessary to achieve growth plans and meet debt obligations.
- Potential significant dilution to existing shareholders from the conversion of high-interest convertible notes if the company defaults, as conversion occurs at a 35% discount to the lowest bid price.
- Exposure to market risks related to interest rates on debt financing, although not explicitly detailed as a quantitative risk in the filing.
Future Outlook
The company plans to use the anticipated gross proceeds of up to $5 million from its public offering to fund ongoing platform development and AI integration efforts, expand advertising campaign capacity, hire key personnel, and support working capital requirements and general corporate purposes. Management expects these actions, along with continued efforts to enhance revenue and streamline operating costs, to improve liquidity and address the going concern issues, aiming for a transition towards commercial revenue generation and uplisting readiness to the Nasdaq Capital Market.
Management Comments
- Management continues to prioritize accounts receivable collections and has instituted updated payment terms and follow-up procedures to reduce Days Sales Outstanding (DSO) in future quarters.
- The company believes that future cash flows may not be sufficient to meet its debt obligations as they become due in the ordinary course of business for the foreseeable future.
- The company must raise additional capital to achieve its growth plan over the next twelve to twenty-four months and expects to obtain additional funding through private equity or public markets.
- Management intends to implement remediation steps to improve internal controls, addressing inadequate segregation of duties within account processes, limited personnel resources, and insufficient written policies and procedures for accounting, IT, financial reporting, and record-keeping.
- The company plans to further improve internal controls by enhancing the size and composition of its board, identifying third-party professionals for complex accounting applications, and considering additional staff with requisite experience and training.
Industry Context
Eva Live operates at the intersection of digital marketing and media monetization, leveraging Artificial Intelligence (AI) and big data to optimize advertising campaigns. The company's Eva Platform and Eva XML Platform integrate with major ad networks like Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook, aligning with the broader industry trend of programmatic advertising and data-driven marketing. The focus on AI for conversion rate optimization and arbitrage revenue reflects the increasing sophistication and technological demands within the AdTech sector.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer (CEO) | NA | David Boulette | 2025-05-31 | Formal employment agreement entered, appointing him as CEO. |
| Independent Director | NA | Mr. Rizvan Jamal | 2025-05-27 | Appointed as an independent member of the Board of Directors. |
| Independent Director | NA | Mr. Ali Shadman | 2025-06-02 | Appointed as an independent member of the Board of Directors. |
| Interim Chief Financial Officer (CFO) | NA | Mr. Imran Firoz | 2025-09-22 | Appointed by the Board of Directors; previously a financial and accounting advisor to the company. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Auditor Change | Dismissal of Olayinka Oyebola & Co. as independent registered public accounting firm due to their status as a Prohibited Service Provider by OTC Markets Group, and engagement of Lao Professionals (LAO) for fiscal years ending December 31, 2023, and 2024. | 2025-04-03 | A necessary change to ensure compliance and maintain auditor credibility, potentially improving financial reporting quality. |
| Disclosure Controls and Procedures | Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, due to material weaknesses including inadequate segregation of duties, limited personnel, and insufficient written policies and procedures. | 2025-09-30 | Indicates a risk of material misstatements or omissions in financial reporting; management intends to implement remediation steps to strengthen controls. |
| Internal Control over Financial Reporting | Management determined that internal control over financial reporting was not effective as of September 30, 2025, due to material weaknesses similar to those affecting disclosure controls. | 2025-09-30 | Poses a risk to the reliability of financial statements; management plans to enhance board composition, seek external expertise, and increase accounting staff to address these weaknesses. |
Legal Proceedings
- Management is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting the assets or affiliates of the Company.
Related Party Transactions
- Payroll liabilities related to officers and related parties amounted to $4,217,047 as of September 30, 2025, an increase from $2,126,562 at December 31, 2024.
- Hottest Media LLC, a related party, acted as the sole agent for media traffic purchases, with the company spending $4,949,334 for the nine months ended September 30, 2025, and $4,588,397 for the nine months ended September 30, 2024.
Stakeholder Impact
- Shareholders face potential dilution from the upcoming public offering and the conversion features of existing convertible debt, but also stand to benefit from improved financial performance and potential uplisting to a national securities exchange.
- Employees, particularly management, benefit from formal employment agreements, stock options (CEO), and cash compensation (directors, Interim CFO), indicating a structured approach to executive incentives.
- Customers benefit from the company's AI-based Eva Platform and Eva XML Platform, which aim to optimize advertising campaigns and increase conversion rates, potentially leading to more effective marketing spend.
- Creditors holding convertible notes face risks associated with the company's going concern status, but also have punitive default clauses that could increase their claim or allow conversion at a discount.
- Regulatory bodies (SEC, OTC Markets Group) are impacted by the company's compliance efforts, including auditor changes and ongoing remediation of internal control weaknesses.
Next Steps
- Complete the public offering of Units to raise up to $5 million in gross proceeds.
- Fund ongoing platform development and AI integration efforts using capital raise proceeds.
- Expand advertising campaign capacity and hire key personnel.
- Implement remediation steps to improve internal controls, addressing inadequate segregation of duties, limited personnel, and insufficient written policies.
- Prioritize accounts receivable collections and institute updated payment terms and follow-up procedures to reduce Days Sales Outstanding (DSO).
- Continue efforts to enhance revenue from diversified technological solutions and become cash flow positive.
- Evaluate new business strategies to enhance cash flow from operations.
- Increase the size and composition of the board and consult with third-party professionals regarding complex accounting applications.
- Consider additional staff with requisite experience and training to supplement existing accounting professionals.
Key Dates
| Date | Description |
|---|---|
| 2002-08-27 | Company incorporated under the laws of Nevada as International Pit Boss Gaming, Inc. |
| 2002-10-01 | Merged with Pro Roads Systems, Inc., changing domicile from Florida to Nevada. |
| 2006-02-14 | Company changed its name to Logo Industries Corporation. |
| 2008-11-18 | Company changed its name to Malwin Ventures Inc. |
| 2014-02-11 | Company announced negotiations with Impact Future Media LLC and its President/Founder, Francois Garcia, to acquire 100% of its assets. |
| 2014-03-25 | Company announced the closing of the Impact Future Media LLC acquisition. |
| 2020-05-21 | Effective date of the company's new corporate address lease in Los Angeles, CA. |
| 2020-11-01 | Company completed the development of the Eva XML Platform. |
| 2021-09-03 | Company issued 2,500 shares to a consultant for services. |
| 2021-09-09 | Company completed a 1-for-150 reverse stock split, changed its name to Eva Live Inc., and its trading symbol to GOAI, and executed an Acquisition Agreement resulting in a change of control. |
| 2021-09-10 | FINRA announced the effectiveness of the name and ticker symbol change. |
| 2021-09-28 | Company merged into EvaMedia Corp. (Acquisition Date), with EvaMedia becoming the accounting acquirer. |
| 2021-10-01 | Start date for period during which 787,500 shares were issued to a consultant for services. |
| 2021-11-30 | End date for period during which 787,500 shares were issued to a consultant for services; also, company issued 8,500 shares valued at $34,000. |
| 2022-02-01 | Start date for period during which 70,000 units were sold for financing. |
| 2022-02-24 | Geopolitical situation in Eastern Europe intensified with Russia's invasion of Ukraine. |
| 2022-02-28 | End date for period during which 70,000 units were sold for financing. |
| 2022-06-01 | Start date for period during which 40,000 units were sold for financing. |
| 2022-06-30 | End date for period during which 40,000 units were sold for financing. |
| 2022-07-01 | Start date for period during which 22,500 units were sold for financing; also, 5,700 shares issued to consultants for services. |
| 2022-07-13 | Company entered into a Share Exchange Agreement with AdFlare Limited to acquire 100% of its shares. |
| 2022-07-31 | End date for period during which 22,500 units were sold for financing; also, 5,700 shares issued to consultants for services. |
| 2022-08-01 | Start date for period during which 19,700 units were sold for financing; also, 556 shares issued to consultants for services. |
| 2022-08-31 | End date for period during which 19,700 units were sold for financing; also, 556 shares issued to consultants for services. |
| 2022-12-31 | Goodwill Impairment Analysis performed for AdFlare acquisition. |
| 2023-11-01 | Start date for period during which 1,750,000 shares were issued to officers for services and 50,000 shares to directors for services. |
| 2023-11-16 | Closing market price date for shares issued to officers and directors. |
| 2023-11-30 | End date for period during which 1,750,000 shares were issued to officers for services and 50,000 shares to directors for services. |
| 2023-12-01 | Start date for period during which 1,250 units were issued for net proceeds of $10,000. |
| 2023-12-31 | End date for period during which 1,250 units were issued for net proceeds of $10,000; also, company's fiscal year-end. |
| 2024-04-01 | Start date for period during which the company secured a $200,000 convertible note. |
| 2024-04-03 | Company dismissed Olayinka Oyebola & Co. as independent registered public accounting firm and engaged Lao Professionals (LAO). |
| 2024-04-10 | Date of filing of the company's Annual Report on Form 10K for the year ended December 31, 2024 (Note: This date appears to be a typo in the filing, as a 2024 10K would typically be filed in 2025). |
| 2024-04-30 | End date for period during which the company secured a $200,000 convertible note. |
| 2024-05-01 | Start date for period during which the company secured a $100,000 convertible note; also, SEC's order regarding BF Borgers CPA. |
| 2024-05-31 | End date for period during which the company secured a $100,000 convertible note. |
| 2024-06-01 | Start date for period during which the company secured a $500,000 term loan. |
| 2024-06-30 | End date for period during which the company secured a $500,000 term loan. |
| 2024-07-01 | Start date for period during which 25,000 shares were issued to a consultant, 187,500 shares to a consultant, 25,000 shares to directors, and 250,000 shares to the CEO. |
| 2024-07-31 | End date for period during which 25,000 shares were issued to a consultant, 187,500 shares to a consultant, 25,000 shares to directors, and 250,000 shares to the CEO. |
| 2024-08-01 | Start date for period during which $100,000 was paid back on the term loan. |
| 2024-08-31 | End date for period during which $100,000 was paid back on the term loan. |
| 2024-09-30 | End of prior year's nine-month reporting period. |
| 2024-10-01 | Start date for period during which 30,000 shares were issued to settle accounts payable and 60,598 shares to settle convertible notes. |
| 2024-10-31 | End date for period during which 30,000 shares were issued to settle accounts payable and 60,598 shares to settle convertible notes. |
| 2024-12-31 | Company's fiscal year-end; also, goodwill of $2,010,606 eliminated due to re-evaluation as reverse recapitalization. |
| 2025-01-01 | Effective date for ASC 606 adoption; also, start of period for CEO stock option vesting (Cliff Vesting Date). |
| 2025-01-01 | Start date for period during which $100,000 was paid back on the term loan. |
| 2025-01-30 | First payment due for Diagonal Note III and Boot Note II. |
| 2025-01-31 | Maturity date for Diagonal Note I and Boot Note I; also, end date for period during which $100,000 was paid back on the term loan. |
| 2025-02-01 | Start date for period during which a 4-to-1 reverse stock split was announced. |
| 2025-02-11 | Effective date of the 4-to-1 reverse stock split. |
| 2025-02-28 | End date for period during which a 4-to-1 reverse stock split was announced. |
| 2025-03-12 | Company entered into promissory note agreements for Diagonal Note I and Boot Note I. |
| 2025-03-30 | Maturity date for Diagonal Note II; also, first payment due for Diagonal Note IV. |
| 2025-04-03 | Board of Directors approved dismissal of Olayinka Oyebola & Co. and engaged Lao Professionals (LAO) as independent registered public accounting firm. |
| 2025-05-27 | Company entered into an Independent Director Agreement with Mr. Rizvan Jamal. |
| 2025-05-28 | Company entered into a promissory note agreement for Diagonal Note II. |
| 2025-05-30 | Maturity date for Diagonal Note III and Boot Note II. |
| 2025-05-31 | Company entered into an Employment Agreement with David Boulette, appointing him CEO; also, date of Executive Stock Options Plan. |
| 2025-06-02 | Company entered into an Independent Director Agreement with Mr. Ali Shadman. |
| 2025-07-01 | Effective date for recognition of $12,500 in director compensation expense for Mr. Ali and Mr. Jamal. |
| 2025-07-25 | Company entered into promissory note agreements for Diagonal Note III and Boot Note II. |
| 2025-07-30 | Maturity date for Diagonal Note IV. |
| 2025-09-05 | Company filed an amended registration statement on Form S-1/A with the SEC. |
| 2025-09-22 | Board of Directors appointed Mr. Imran Firoz as Interim Chief Financial Officer. |
| 2025-09-23 | Company entered into a promissory note agreement for Diagonal Note IV. |
| 2025-09-24 | Company filed an amended registration statement on Form S-1/A with the SEC. |
| 2025-09-30 | End of the current reporting period for the Form 10-Q. |
| 2025-11-10 | Date of filing of this Form 10-Q report. |
| 2025-12-31 | Deadline for the Board of Directors to determine performance-based equity compensation and bonus awards for the Interim CFO. |
| 2026-01-01 | Cliff Vesting Date for CEO David Boulette's stock options, with 20% vesting. |
| 2026-01-31 | Maturity date for Diagonal Note I and Boot Note I. |
| 2026-03-30 | Maturity date for Diagonal Note II. |
| 2026-05-30 | Maturity date for Diagonal Note III and Boot Note II. |
| 2026-05-31 | First anniversary of the grant date for CEO stock options, with an additional 20% vesting. |
| 2026-07-30 | Maturity date for Diagonal Note IV. |
| 2029-05-31 | Last anniversary of the grant date for CEO stock options, with the final 20% vesting. |
Recommendation
holdEva Live Inc. has demonstrated impressive revenue growth and a significant turnaround to profitability in the current reporting period, which are strong indicators of operational improvement and market traction for its AI-driven AdTech platform. The planned public offering aims to address critical liquidity needs and fund strategic growth initiatives, including AI integration and market expansion, which could unlock substantial long-term value. However, the company faces material challenges, including an explicit 'going concern' warning from its auditors, persistent negative cash flow from operations, and identified material weaknesses in internal controls. The high Days Sales Outstanding (DSO) and heavy reliance on a few key customers introduce additional liquidity and concentration risks. Furthermore, the terms of existing convertible debt, with punitive default clauses and potential for significant dilution, present a notable overhang. While the growth trajectory is compelling, these fundamental risks warrant caution. A 'hold' recommendation allows investors to acknowledge the positive momentum while awaiting concrete evidence of sustained positive operating cash flow, successful remediation of internal control deficiencies, and a clearer path to resolving the going concern issue without excessive dilution.
Keywords
Digital marketing, AdTech, AI, media monetization, advertising platform, SEC filing, 10-Q, GOAI, public offering, convertible debt, corporate governance, financial performance, going concern, internal controls
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