Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief, or current expectations, primarily concerning the future operating performance of the Company and the products we expect to offer, and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases, and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements because such statements include risks and uncertainties; actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date they are made. We undertake no obligation to update such statements to reflect events or circumstances that exist after the date on which they are made.

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. On October 1, 2002, the Company merged with Pro Roads Systems, Inc., a Florida corporation and a public shell company listed 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. 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. On February 11, 2014, the Company announced that it had entered into negotiations with Impact Future Media LLC, and its President and 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. 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 9, 2021, the Company completed a reverse split in the amount of 1 for 150, changed the Company's name to Eva Live Inc., changed the Company's trading Symbol from MLWN to GOAI, and executed an Acquisition Agreement resulting in a change of control of the Issuer. On September 10, 2021, the Financial Industry Regulatory Authority ("FINRA") announced the effectiveness of a change in the Company's name from "Malwin Ventures, Inc." to "Eva Live, Inc." (the "Name Change") and a change in the Company's ticker symbol from "MLWN" to the new trading symbol "GOAI" (the "Symbol Change"). Trading under the new ticker symbol began at market opening on July 11, 2021. The current shareholders do not require any action from them concerning the change in the trading symbol. The Company's CUSIP also changes to 98892100.

Current Operations

We execute our business through the Eva Platform, which is based on Artificial Intelligence (AI), to match advertising campaigns with specific ad spots one at a time. Our system creates conversion mapping tables that enable us to increase conversion rates by analyzing trends and optimizing historical conversion rates, thereby 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. As more companies strive to leverage big data for informed business decisions, we have developed automated tools that analyze the data and provide relevant information to our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.

Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization. We enhance market awareness for companies and brands by delivering best-in-class digital marketing and monetization services on the Internet. Our typical customers are advertising agencies (classified under SIC 7319) and businesses across various industries that utilize our platform to market their products and services, including media companies, financial institutions, and other retail entities. Most of our customers are from North America, primarily the United States and Canada. As of September 30, 2025, and December 31, 2024, we had eleven (11) and six (6) customers, primarily from North America. The top three customers accounted for 88% and 85% of the receivables as of September 30, 2025, and December 31, 2024, respectively. Our Company's financial health is highly dependent on these top customers. If any of them were to significantly reduce their spending or cease doing business with the company, it could have a major impact on your revenue and overall financial health. These clients utilize our platform to advertise with media outlets and participate in media buying services, including acquiring online traffic through the Eva Platform. We also work with businesses (as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account management, production of advertising materials, media planning, and buying (i.e., placing advertisements).

In November 2020, the Company completed the development of the Eva XML Platform ("Platform"), which buys traffic from various sources and sells it 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. The Eval XML Platform manages the entire ad buying and selling process by integrating with Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. The Eva XML Platform creates thousands of ads with the push of a button. The Eva XML Platform manages spending based on the performance of keywords in the ad campaign to maximize arbitrage revenue.

We adhere to the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4A's) standard terms and conditions for internet advertising, applicable to media buys of one year or less. We execute an Insertion Order (IO) with our customers, a formal, contractual document used in advertising and media placement. 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. We comply with the IO, including all Ad placement restrictions, and provide Ads to the Site specified on the IO when an Internet user visits such a Site. We sent the initial invoice upon completion of the first month's delivery or within 30 days of completion of the IO, whichever is earlier. Our customers will make payment 30 days from receipt of the invoice, or as otherwise stated in a payment schedule set forth on the invoice of purchase (IO). We hold customers liable for payments solely to the extent that the proceeds have cleared from the Advertiser to the Agency for Ads placed following the IO. We provide reports at least weekly, either electronically or in writing, unless otherwise specified in the IO.

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 under this agreement, which breach is not cured within ten days after receipt of written notice thereof from the non-breaching party.

Our contract includes other standard terms and conditions, including, but not limited to, force majeure, indemnification, limitation of liability, non-disclosure, data usage and ownership, privacy, laws, third-party ad serving and tracking (applicable if a third-party ad server is used), and other legally binding clauses.

We execute our business through the Eva Platform, which is based on Artificial Intelligence (AI), to match advertising campaigns with specific ad spots one at a time. Our system creates conversion mapping tables that enable us to increase conversion rates by analyzing trends and optimizing historical conversion rates, thereby 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. As more companies strive to leverage big data for strategic business decisions, we have developed automated tools that analyze the data and provide relevant information to our decision logic. We have designed our solution to optimize brand campaigns to create awareness and direct response campaigns with a fixed conversion point.

The Company also owns the Eva XML Platform, which purchases traffic from various sources and sells it 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. The Eval XML Platform manages the entire ad buying and selling process by integrating with Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. It enables the creation of thousands of ads with the click of a button. The Eva XML Platform manages spending based on the performance of keywords in the ad campaign to maximize arbitrage revenue.

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.

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 mutually acceptable business, based on specific terms and conditions that are mutually agreed upon and established. When incorporated into an insertion order, this protocol represents the shared understanding of the Company and its customers regarding the conduct of business. The Company may also sign additional documents to cover sponsorships and other arrangements involving content association, integration, and special production. The Company considers an insertion order with its customers to be a binding contract, 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. 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 a contract.

Several key financial and operational metrics, including but not limited to, are particularly important for evaluating our business's performance and financial health.

The Company has prepared consolidated financial statements on a going-concern basis, which assume the realization of assets and the settlement of liabilities and commitments in the ordinary course of business.

Revenue: The Company receives ad spend or a marketing budget from 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.

Operating Expenses: Our operating expenses comprise general and administrative costs, media traffic purchases, as well as amortization and depreciation.

General and administrative expenses include, but are not limited to, salaries, professional fees, rent, and sales and marketing.

Media traffic purchases encompass ad inventory acquired from publishers and data costs incurred from data providers. We purchase media traffic from a third-party vendor and receive a consolidated bill.

Amortization and depreciation expenses include the costs associated with the development of the Eva Platform.

Net Income (Loss): We calculate net income (loss) as the difference between revenues and operating expenses, which include general and administrative expenses, media traffic purchases, amortization, and depreciation.

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 operational specifics.

The Company believes it needs capabilities to develop and successfully launch its AdTech technology solutions, including AI-integrated solutions. The Company budgets at least $500,000 for sales and marketing campaigns over the next twelve months. We require additional capital to the extent that the Company's operations are insufficient to fund its capital requirements. The Company will seek to raise capital through equity or debt issuances. The Company's ability to continue as a going concern may depend on the success of management's plans. The consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and liabilities that might be necessary if the Company is unable to continue as a going concern.

During the quarter ended September 30, 2025, the Company appointed Imran Firoz as Interim Chief Financial Officer, effective September 22, 2025, with a monthly salary of $10,500.

Financial Conditions at September 30, 2025, and December 31, 2024

As of September 30, 2025, and December 31, 2024, the Company had $349,282 and $76,356 in cash, respectively, to execute its business plan. As of September 30, 2025, and December 31, 2024, the Company had accumulated deficits of $22,024,564 and $28,469,675, respectively. The Company had a working capital surplus of $7,996,828 and $1,560,391 as of September 30, 2025, and December 31, 2024, respectively.

RESULTS OF OPERATIONS

Three Months Ending September 30, 2025, and 2024

Currently, we generate all our revenues from the principal-based model. The Company generated revenues of $4,913,318 and $1,982,252 for the three months ended September 30, 2025, and 2024, respectively. The number of customers for the three months ended September 30, 2025, and 2024 was twelve (12) and nine (9), respectively. Additionally, this increase in revenue was further bolstered by the larger contracts secured during the three months ending September 30, 2025. The Company incurred a net income of $1,824,316 and a net loss of $4,951,202 for the three months ended September 30, 2025, and 2024, respectively.

During the three months ended September 30, 2025, and 2024, the Company incurred general and administrative costs ("G and A") of $529,562 and $5,957,012, respectively, representing 10.78% and 300.52% of the respective quarterly revenue, mainly due to stock-based compensation of $5,561,354 for the period during the months ended September 31, 2024.

During the three months ended September 30, 2025, and 2024, the Company spent $2,472,788 and $960,567 on buying media traffic, representing 50.33% and 48.46% of the respective quarterly revenue, driven by improved platform performance. During the three months ended September 30, 2025, and 2024, the amortization and depreciation expenses were $48,643 and $0.

The Company's rent expenses were $687 for both the three months ended September 30, 2025, and 2024. The rent expenses are included in the "G and A".

Reconciliation of Net Income (GAAP) to EBITDA (Non-GAAP):

The table below reconciles our net income, the closest comparable GAAP measure, to EBITDA.

		Nine months ended
Description		September 30, 2025				September 30, 2024
Net income (GAAP Measure)		$	1,824,316				(4,951,202	)
Add: Interest expense.			38,009				15,875
Add: Taxes			-				-
Add: Amortization & Depreciation			48,643				-
Add: Goodwill impairment.			-				-
EBITDA (Non-GAAP Measure)		$	1,910,968				(4,935,327	)

Nine Months Ending September 30, 2025, and 2024

Currently, we generate all our revenues from the principal-based model. The Company generated revenues of $12,733,550 and $6,407,818 for the nine months ended September 30, 2025, and 2024, respectively. The number of customers for the nine months ended September 30, 2025, and 2024 was fourteen (14) and fifteen (15), respectively. Additionally, this increase in revenue was further bolstered by the larger contract sizes secured during the nine months ending September 30, 2025. The Company incurred a net income of $6,445,111 and a net loss of $5,114,854 for the nine months ended September 30, 2025, and 2024, respectively.

During the nine months ended September 30, 2025, and 2024, the Company incurred general and administrative costs ("G and A") of $1,238,398 and $6,911,921, respectively, representing 9.73% and 107.87% of the respective quarterly revenue, mainly due to stock-based compensation of $5,561,354 for the period during the months ended September 31, 2024.

During the nine months ended September 30, 2025, and 2024, the Company spent $4,949,334 and $4,588,397 on buying media traffic, representing 38.87% and 71.61% of the respective quarterly revenue, driven by improved platform performance. During the nine months ended September 30, 2025, and 2024, the amortization and depreciation expenses were $49,430 and $0.

The Company's rent expenses were $2,061 for both the nine months ended September 30, 2025 and 2024. Rent expenses are included in "G and A".

Reconciliation of Net Income (GAAP) to EBITDA (Non-GAAP):

The table below reconciles our net income, the closest comparable GAAP measure, to EBITDA.

		Nine months ended
Description		September 30, 2025				September 30, 2024
Net income (GAAP Measure)		$	6,445,111				(5,114,854	)
Add: Interest expense.			51,277				22,354
Add: Taxes			-				-
Add: Amortization & Depreciation			49,430				-
Add: Goodwill impairment.			-				-
EBITDA (Non-GAAP Measure)		$	6,545,818				(5,092,500	)

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, and December 31, 2024, the Company had $349,282 and $76,356 in cash to execute its business plan. As of September 30, 2025, and December 31, 2024, the Company had accumulated deficits of $22,024,564 and $28,469,675, respectively. The Company had a working capital surplus of $7,996,828 and $1,560,391 as of September 30, 2025, and December 31, 2024, respectively.

As of September 30, 2025, the Company's Days Sales Outstanding (DSO) was approximately 90 days. The elevated DSO reflects longer collection cycles associated with recently onboarded enterprise clients and may affect near-term liquidity. Management continues to prioritize accounts receivable collections and has instituted updated payment terms and follow-up procedures to reduce DSO in future quarters.

While these actions are expected to improve the Company's liquidity profile, the Company's ability to fund its operations and meet obligations as they become due depends on management's ability to raise additional capital or generate sufficient revenue. To address these liquidity constraints, the Company undertook the following capital markets actions:

Public Offering of Units

On September 5, 2025, and again on September 24, 2025, the Company filed amended registration statements on Form S-1/A with the Securities and Exchange Commission to register the offering of up to 1,212,121 Units, each consisting of one share of common stock and one warrant to purchase one share of common stock. Each warrant is exercisable for a period of five years from the date of issuance at an exercise price equal to or greater than the Unit price. The warrants are expected to be classified as equity instruments under applicable GAAP.

The offering is being underwritten by Maxim Group LLC, which will receive:

	●	A 7% underwriting discount,
	●	Underwriter warrants to purchase a number of Units equal to 7% of the total Units sold,
	●	An over-allotment option to purchase up to 181,818 additional shares and/or warrants, exercisable within 45 days following the closing.

The Company expects to raise gross proceeds of up to $5 million, before offering costs, which are intended to be used 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.

Impact on Capitalization

The successful completion of the public offering will materially improve the Company's shareholders' equity, which is expected to meet the listing standards of the Nasdaq Capital Market. However, the issuance of warrants and the payment of underwriter compensation will result in future dilution to existing shareholders.

The Company believes that the offering proceeds, if raised in full, will provide sufficient runway to support operations through the next twelve months and help transition the Company toward commercial revenue generation and uplisting readiness.

GOING CONCERN CONSIDERATION

We have yet to generate significant revenues and cash flow from operations to cover our ongoing expenses. As of September 30, 2025, the Company had an accumulated deficit of $22,024,564. Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ended December 31, 2024, and 2023, regarding concerns about our ability to continue as a going concern. Our financial statements include additional note disclosures that describe the circumstances leading to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Management has considered various factors in evaluating the Company's sustainability and the ability to manage obligations due within a year. Management has considered general economic conditions, key industry metrics, operating results, capital expenditure, commitments, future obligations, and liquidity. The Company plans capital infusions from new and existing investors, streamlines operating costs, and evaluates new business strategies to enhance cash flow from operations.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

We have based our management's discussion and analysis of our financial condition and results of operations on our financial statements, prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods. Our actual results may differ from these estimates, and such differences could be material and uncertain, particularly in the current economic environment, given the impact of COVID-19.

In more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023. We evaluate our critical accounting estimates and judgments, as required by our policies, on an ongoing basis and update them as necessary in response to changing conditions.

JOBS ACT ACCOUNTING ELECTION

We are an "emerging growth company," as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC's Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.

RECENT ACCOUNTING PRONOUNCEMENTS

The amendments in the ASU are effective for fiscal years beginning after January 1, 2020, including interim periods within those fiscal years. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted this ASU as of January 1, 2020, for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more details in Note 2 of our annual financial statements included in our S-1/A for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.