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. 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. 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. 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. 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 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. 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. 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. 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. 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.

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. 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. 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.

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. 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". 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".

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 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. 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.

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. 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. 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. Most of our customers are from North America, mainly the US and Canada.

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. 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 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. 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. 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 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 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. 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.

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 business acceptable to both parties based on such terms and conditions. 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. 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. 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.

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.

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.

Media traffic purchases include ad inventory purchased from publishers and data costs from data providers. 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.

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.

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. 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. 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.

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. 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. We derived all revenues from the principal-based model for the fiscal year ending December 31, 2025, and 2024.

		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%. 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.

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. 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.

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%. 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.

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%. 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. 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. 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.

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. The working capital surplus and deficit as of December 31, 2025, and 2024 were $9,679,283 and $1,560,391.

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. 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. 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. 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. 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. 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. 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). 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. 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. 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. 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.

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. 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.

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. 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. The effective cost of this financing is approximately 21.00%. The full principal balance of $110,000 was outstanding as of December 31, 2025.

All notes are unsecured obligations of the Company, and the net proceeds were used for general working capital purposes. The Company's aggregate debt obligations under these notes as of December 31, 2025, totaled approximately $885,330 in remaining principal, with scheduled repayments and conversions expected through the second half of 2026.

Subsequent to December 31, 2025, on February 23, 2026, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC for a secured convertible note with an original principal amount of $7,560,000. The Company received gross proceeds of $6,970,000 on February 26, 2026. The note bears interest at 8% per annum, matures twenty-four months after closing, and is convertible into shares of Common Stock at 87% of the lowest 10-day VWAP, subject to a floor price of $0.90 per share. The note is secured by substantially all of the Company's assets. Maxim Group LLC served as placement agent and received a cash fee of 5.75% of gross proceeds. The Investor also has the right to purchase up to $4,320,000 in additional notes over twenty-four months on the same terms. See Note 12, Subsequent Events, for additional information.

GOING CONCERN CONSIDERATION

As of December 31, 2025, the Company had an accumulated deficit of $20,342,362, and even though it has generated significant revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses, an increase in accounts receivable has occurred. As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2025, and 2024, expressing substantial doubt about the Company's ability to continue as a going concern.

Our financial statements include additional disclosures outlining the factors contributing to this assessment. They do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities, which may be necessary if the Company is unable to continue operations.

Management has evaluated the Company's ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2026, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash flow.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

We have based our management's discussion and analysis of our financial condition and operations results on our financial statements, which we have prepared following the U.S. generally accepted accounting principles. In preparing our financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Our actual results could differ from these estimates, and such differences could be material.

While our significant accounting policies are more fully described in Note 2 of the notes to our consolidated financial statements appearing elsewhere in this document, management has identified the following as "Critical Accounting Policies and Estimates": revenue recognition, accounts receivable and allowance for credit losses, convertible notes payable and debt issuance costs, goodwill and intangible asset impairment, stock-based compensation, and going concern. We believe that the estimates and assumptions involved in these accounting policies may have the greatest potential impact on our financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company generates revenue through its proprietary Eva Platform by providing digital advertising services, including programmatic media buying, AI-driven campaign optimization, and media traffic arbitrage across major advertising networks. Revenue is recognized when control of the promised services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company evaluates its arrangements with customers to determine whether it acts as a principal or agent in the transaction, which affects whether revenue is reported on a gross or net basis. This determination requires significant judgment, particularly with respect to the Company's media buying activities, where the Company assesses whether it controls the advertising inventory before it is transferred to the customer. The Company has concluded that it acts as the principal in its advertising transactions and accordingly recognizes revenue on a gross basis, as the Company controls the advertising services before they are delivered to the customer, assumes inventory risk, has pricing discretion, and bears the primary responsibility for fulfillment.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable in accordance with ASC 326, Financial Instruments - Credit Losses, using the current expected credit loss ("CECL") methodology. Under this framework, the Company estimates expected credit losses over the contractual term of its receivables based on historical loss experience, current conditions, and reasonable and supportable forecasts.

The assessment requires significant management judgment, particularly given the Company's customer concentration, the programmatic advertising industry's extended payment cycles, and the material proportion of balances aged beyond 90 days. As of December 31, 2025, gross trade accounts receivable totaled $16,006,624.69, of which approximately 79% was aged over 90 days. Management assessed collectability on a customer-by-customer basis considering the creditworthiness of counterparties (including publicly traded entities subject to SEC reporting), the absence of specific impairment indicators, the zero historical loss rate on the current customer cohort, ongoing service relationships, and subsequent collections evidence, and concluded that no allowance for credit losses was required. A change in management's assessment of any of these factors could result in the recognition of a material allowance in future periods.

Convertible Notes Payable and Debt Issuance Costs

The Company accounts for its convertible promissory notes in accordance with ASC 470-20, Debt - Debt with Conversion and Other Options, ASC 835-30, Interest - Imputation of Interest, and ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The notes are recorded at face value, with original issue discounts and debt issuance costs presented as direct deductions from the carrying amount of the associated debt on the balance sheet. These deferred financing costs are amortized to interest expense over the term of each respective note using the straight-line method, which management has determined does not produce results materially different from the effective interest method given the short-term nature of the instruments.

The Company evaluates the embedded conversion features within its convertible notes under ASC 815-15, Derivatives and Hedging - Embedded Derivatives, to determine whether bifurcation is required. The conversion features in the Company's institutional notes issued during FY2025 are contingent upon the occurrence of an Event of Default and are priced at a variable discount to market. Management has concluded that bifurcation is not required at inception because the triggering contingency (an Event of Default) is not probable of occurring, based on the Company's payment history and working capital position. This assessment requires significant judgment and is reassessed at each reporting date. If default were to become probable, the conversion features would require bifurcation and fair value measurement, which could have a material impact on the Company's financial statements.

Goodwill and Intangible Asset Impairment

The Company evaluates goodwill and acquired intangible assets for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 350, Intangibles - Goodwill and Other. The Company previously recorded goodwill impairment charges of $144,098,143 related to the acquisition of EvaMedia (December 31, 2021) and $1,500,000 related to the acquisition of AdFlare (December 31, 2022). The impairment analysis requires significant estimates and assumptions, including the determination of fair value using qualitative or quantitative methods. The Company uses Level 1 fair value measurements where applicable. Changes in assumptions regarding future revenue growth, profitability, market conditions, or the Company's stock price could result in additional impairment charges in future periods.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Stock-based awards, including stock options, are measured at their grant-date fair value using the Black-Scholes option-pricing model and recognized as compensation expense over the requisite service period. The Black-Scholes model requires the use of subjective assumptions, including the expected volatility of the Company's common stock, the expected term of the option, the risk-free interest rate, and the expected dividend yield. Because the Company's common stock has limited trading history on a national securities exchange, the determination of expected volatility requires significant judgment. Changes in these assumptions could materially affect the amount of stock-based compensation expense recognized.

Going Concern

The Company evaluates whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued, in accordance with ASC 205-40, Presentation of Financial Statements - Going Concern. This assessment requires significant judgment regarding the Company's projected cash flows, the collectability of outstanding receivables, the availability of financing, and the Company's ability to meet its obligations as they become due. As discussed in Note 3, Going Concern, and Note 12, Subsequent Events, the Company has considered mitigating factors including its transition to profitability in FY2025, the receipt of $6,970,000 in strategic growth financing from Streeterville Capital in February 2026, subsequent collections of trade receivables, and the Company's successful uplisting to the Nasdaq Capital Market in January 2026.

JOBS ACT ACCOUNTING ELECTION

We are an "emerging growth company," defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards after enacting the JOBS Act until those standards apply to private companies. We have applied for exemption as an emerging growth company; thus, the Company may delay adopting 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 defined in Item 303(c) of SEC's Regulation S-B. We had no 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 ASU amendments are effective for fiscal years beginning after December 15, 2019, including interim periods therein. 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 ASC 606 - Revenue Recognition from January 1, 2019, and Amended ASU 2016-02, Leases (Topic 840) from January 1, 2020. The ASU is currently not expected to have a material impact on our consolidated financial statements. We believe the accounting policies described in Note 2 are critical to the judgments and estimates used to prepare our financial statements. As a result, we have described significant accounting policies in more detail in Note 2 of our consolidated financial statements appearing elsewhere in this document.