GOAI.NASDAQEva Live INC

10-Q: Eva Live Reports Strong Q3 2025 Growth, Pursues Public Offering

Sentiment:

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.

Capital raiseThe company filed amended registration statements on Form S-1/A on September 5, 2025, and September 24, 2025, to register a public offering of up to 1,212,121 Units.Each Unit in the public offering consists of one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price equal to or greater than the public offering price.The offering is underwritten by Maxim Group LLC, which will receive a 7% cash underwriting discount, underwriter warrants equal to 7% of total Units sold, and an over-allotment option for up to 181,818 additional shares and/or warrants.The company expects to raise gross proceeds of up to $5 million from the public offering, intended for platform development, AI integration, advertising campaign expansion, hiring, and working capital.The company secured several convertible notes in 2024 and 2025, including Diagonal Notes and Boot Notes, totaling a gross value of $897,590 with net proceeds of $750,000, carrying interest rates of 12-13%.
Better than expectedTotal revenue for the nine months ended September 30, 2025, increased by 98.7% to $12,733,550 compared to $6,407,818 in the prior year, indicating strong top-line growth.The company achieved a net income of $6,445,111 for the nine months ended September 30, 2025, a significant turnaround from a net loss of $5,114,854 in the comparable prior year period.Working capital surplus dramatically improved to $7,996,828 as of September 30, 2025, from $1,560,391 at December 31, 2024, enhancing short-term liquidity.

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

RolePrevious PersonNew PersonEffective DateReason
Chief Executive Officer (CEO)NADavid Boulette2025-05-31Formal employment agreement entered, appointing him as CEO.
Independent DirectorNAMr. Rizvan Jamal2025-05-27Appointed as an independent member of the Board of Directors.
Independent DirectorNAMr. Ali Shadman2025-06-02Appointed as an independent member of the Board of Directors.
Interim Chief Financial Officer (CFO)NAMr. Imran Firoz2025-09-22Appointed by the Board of Directors; previously a financial and accounting advisor to the company.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Auditor ChangeDismissal 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 2024.2025-04-03A necessary change to ensure compliance and maintain auditor credibility, potentially improving financial reporting quality.
Disclosure Controls and ProceduresManagement 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.2025-09-30Indicates a risk of material misstatements or omissions in financial reporting; management intends to implement remediation steps to strengthen controls.
Internal Control over Financial ReportingManagement 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.2025-09-30Poses 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

DateDescription
2002-08-27Company incorporated under the laws of Nevada as International Pit Boss Gaming, Inc.
2002-10-01Merged with Pro Roads Systems, Inc., changing domicile from Florida to Nevada.
2006-02-14Company changed its name to Logo Industries Corporation.
2008-11-18Company changed its name to Malwin Ventures Inc.
2014-02-11Company announced negotiations with Impact Future Media LLC and its President/Founder, Francois Garcia, to acquire 100% of its assets.
2014-03-25Company announced the closing of the Impact Future Media LLC acquisition.
2020-05-21Effective date of the company's new corporate address lease in Los Angeles, CA.
2020-11-01Company completed the development of the Eva XML Platform.
2021-09-03Company issued 2,500 shares to a consultant for services.
2021-09-09Company 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.
2021-09-10FINRA announced the effectiveness of the name and ticker symbol change.
2021-09-28Company merged into EvaMedia Corp. (Acquisition Date), with EvaMedia becoming the accounting acquirer.
2021-10-01Start date for period during which 787,500 shares were issued to a consultant for services.
2021-11-30End 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.
2022-02-01Start date for period during which 70,000 units were sold for financing.
2022-02-24Geopolitical situation in Eastern Europe intensified with Russia's invasion of Ukraine.
2022-02-28End date for period during which 70,000 units were sold for financing.
2022-06-01Start date for period during which 40,000 units were sold for financing.
2022-06-30End date for period during which 40,000 units were sold for financing.
2022-07-01Start date for period during which 22,500 units were sold for financing; also, 5,700 shares issued to consultants for services.
2022-07-13Company entered into a Share Exchange Agreement with AdFlare Limited to acquire 100% of its shares.
2022-07-31End date for period during which 22,500 units were sold for financing; also, 5,700 shares issued to consultants for services.
2022-08-01Start date for period during which 19,700 units were sold for financing; also, 556 shares issued to consultants for services.
2022-08-31End date for period during which 19,700 units were sold for financing; also, 556 shares issued to consultants for services.
2022-12-31Goodwill Impairment Analysis performed for AdFlare acquisition.
2023-11-01Start date for period during which 1,750,000 shares were issued to officers for services and 50,000 shares to directors for services.
2023-11-16Closing market price date for shares issued to officers and directors.
2023-11-30End date for period during which 1,750,000 shares were issued to officers for services and 50,000 shares to directors for services.
2023-12-01Start date for period during which 1,250 units were issued for net proceeds of $10,000.
2023-12-31End date for period during which 1,250 units were issued for net proceeds of $10,000; also, company's fiscal year-end.
2024-04-01Start date for period during which the company secured a $200,000 convertible note.
2024-04-03Company dismissed Olayinka Oyebola & Co. as independent registered public accounting firm and engaged Lao Professionals (LAO).
2024-04-10Date 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).
2024-04-30End date for period during which the company secured a $200,000 convertible note.
2024-05-01Start date for period during which the company secured a $100,000 convertible note; also, SEC's order regarding BF Borgers CPA.
2024-05-31End date for period during which the company secured a $100,000 convertible note.
2024-06-01Start date for period during which the company secured a $500,000 term loan.
2024-06-30End date for period during which the company secured a $500,000 term loan.
2024-07-01Start 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.
2024-07-31End 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.
2024-08-01Start date for period during which $100,000 was paid back on the term loan.
2024-08-31End date for period during which $100,000 was paid back on the term loan.
2024-09-30End of prior year's nine-month reporting period.
2024-10-01Start date for period during which 30,000 shares were issued to settle accounts payable and 60,598 shares to settle convertible notes.
2024-10-31End date for period during which 30,000 shares were issued to settle accounts payable and 60,598 shares to settle convertible notes.
2024-12-31Company's fiscal year-end; also, goodwill of $2,010,606 eliminated due to re-evaluation as reverse recapitalization.
2025-01-01Effective date for ASC 606 adoption; also, start of period for CEO stock option vesting (Cliff Vesting Date).
2025-01-01Start date for period during which $100,000 was paid back on the term loan.
2025-01-30First payment due for Diagonal Note III and Boot Note II.
2025-01-31Maturity 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.
2025-02-01Start date for period during which a 4-to-1 reverse stock split was announced.
2025-02-11Effective date of the 4-to-1 reverse stock split.
2025-02-28End date for period during which a 4-to-1 reverse stock split was announced.
2025-03-12Company entered into promissory note agreements for Diagonal Note I and Boot Note I.
2025-03-30Maturity date for Diagonal Note II; also, first payment due for Diagonal Note IV.
2025-04-03Board of Directors approved dismissal of Olayinka Oyebola & Co. and engaged Lao Professionals (LAO) as independent registered public accounting firm.
2025-05-27Company entered into an Independent Director Agreement with Mr. Rizvan Jamal.
2025-05-28Company entered into a promissory note agreement for Diagonal Note II.
2025-05-30Maturity date for Diagonal Note III and Boot Note II.
2025-05-31Company entered into an Employment Agreement with David Boulette, appointing him CEO; also, date of Executive Stock Options Plan.
2025-06-02Company entered into an Independent Director Agreement with Mr. Ali Shadman.
2025-07-01Effective date for recognition of $12,500 in director compensation expense for Mr. Ali and Mr. Jamal.
2025-07-25Company entered into promissory note agreements for Diagonal Note III and Boot Note II.
2025-07-30Maturity date for Diagonal Note IV.
2025-09-05Company filed an amended registration statement on Form S-1/A with the SEC.
2025-09-22Board of Directors appointed Mr. Imran Firoz as Interim Chief Financial Officer.
2025-09-23Company entered into a promissory note agreement for Diagonal Note IV.
2025-09-24Company filed an amended registration statement on Form S-1/A with the SEC.
2025-09-30End of the current reporting period for the Form 10-Q.
2025-11-10Date of filing of this Form 10-Q report.
2025-12-31Deadline for the Board of Directors to determine performance-based equity compensation and bonus awards for the Interim CFO.
2026-01-01Cliff Vesting Date for CEO David Boulette's stock options, with 20% vesting.
2026-01-31Maturity date for Diagonal Note I and Boot Note I.
2026-03-30Maturity date for Diagonal Note II.
2026-05-30Maturity date for Diagonal Note III and Boot Note II.
2026-05-31First anniversary of the grant date for CEO stock options, with an additional 20% vesting.
2026-07-30Maturity date for Diagonal Note IV.
2029-05-31Last anniversary of the grant date for CEO stock options, with the final 20% vesting.

Recommendation

hold

Eva 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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