10-K - GOAI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ending December 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ______________ to ______________

Commission

File No. 001-43076

EVA

LIVE INC.

(Exact name of registrant as specified in its charter)

nevada	88-2864075
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
2029<br>Century Park East,<br>Suite<br># 400N<br><br> <br>Los<br> Angeles, CA	90067
(Address of principal executive offices)	(Zip Code)

(424) 202-3603

(Registrant’stelephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, par value $0.0001 per share	GOAI	The Nasdaq Stock Market LLC

Securities

registered pursuant to Section 12(g) of the Act:

Title<br> of each class

Indicate by check mark if the registrant is a well- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve (12) months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
Emerging<br> growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the closing price

as of June 30, 2025, of $4.24 per share, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $51,059,288.

The

number of shares of Common Stock, $0.0001 par value of the registrant outstanding at March 16, 2026, was 31,485,389.

TABLE

OF CONTENTS

PART I.
ITEM<br> 1	BUSINESS	4
ITEM<br> 1 A.	RISK FACTORS	24
ITEM<br> 1 B.	UNRESOLVED STAFF COMMENTS	30
ITEM<br> 1 C.	CYBERSECURITY	30
ITEM<br> 2	PROPERTIES	31
ITEM<br> 3	LEGAL PROCEEDINGS	31
ITEM<br> 4	MINE SAFETY DISCLOSURES	31
PART II.
ITEM<br> 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	32
ITEM<br> 6.	[RESERVED]	32
ITEM<br> 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
ITEM<br> 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM<br> 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	38
ITEM<br> 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	38
ITEM<br> 9A.	CONTROLS AND PROCEDURES	39
ITEM<br> 9B.	OTHER INFORMATION	39
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	39
PART III.
ITEM<br> 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	40
ITEM<br> 11.	EXECUTIVE COMPENSATION	43
ITEM<br> 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	44
ITEM<br> 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	45
ITEM<br> 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	46
PART IV.
ITEM<br> 15.	EXHIBITS<br> AND FINANCIAL STATEMENT SCHEDULES	47
ITEM<br> 16.	FORM 10–K SUMMARY	47
	SIGNATURES	48

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FORWARD-LOOKING

STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition, operations results, and any forward-looking statements are subject to change and inherent risks and uncertainties.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. Examples of forward-looking statements include, without limitation

● estimates of our addressable market, market growth, future revenue, expenses, capital requirements and our needs for additional financing;

● the implementation of our business model and strategic plans for our products and technologies;

● competitive companies and technologies and our industry;

● our ability to develop and commercialize new products;

● our ability to establish and maintain intellectual property protection for our products or avoid or defend claims of infringement;

● our ability to hire and retain key personnel and to manage our future growth effectively;

● our ability to obtain additional financing in future offerings;

● the potential effects of government regulation; and

● our expectations about market trends.

These forward-looking statements present our estimates and assumptions only as of the date of this Annual Report. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize or underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.

Factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1A, “Risk Factors,” herein and for the reasons described elsewhere in this Annual Report. Any forward-looking statement in this Annual Report reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not rely on these forward-looking statements as predictions of future events.

In this Annual Report, unless otherwise stated or as the context otherwise requires, references to the “Company,” “we,” “us,” “our” and similar references are to Eva Live Inc., a Nevada corporation.

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PART

ITEM 1.	BUSINESS

DESCRIPTION

OF BUSINESS

OurCompany

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.

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.

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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.

ReverseCapitalization

After the SEC’s order on BF Borgers CPA in May 2024, the Company reevaluated the significant transaction as reverse capitalization instead of a reverse acquisition. On the Acquisition Date, the Company entered a reverse capitalization transaction (“Acquisition”) with EvaMedia. As per SEC 7050 – Reverse Mergers, a reverse recapitalization is a transaction in which a shell company (as defined in Exchange Act Rule 12b-2) issues its equity interests to effect the acquisition of an operating company. Reverse recapitalization is accounted for as a capital transaction equivalent to the operating company (i.e., the accounting acquirer, EvaMedia) issuing its equity for the net assets of the shell company, followed by recapitalization. A reverse recapitalization is not accounted for as a business combination because the shell company is not a business. Since reverse recapitalization is not accounted for as a business combination, no goodwill would be recorded because of the reverse recapitalization transaction. Therefore, we have eliminated goodwill of $2,010,606 as of December 31, 2024. Rather, any excess of the fair value of the shares issued by the operating company over the value of the net monetary assets of the shell company is recognized as a reduction to equity. In a reverse recapitalization, the legal acquirer/issuer is a shell company, the Company.

Recentdevelopments

Reverse Stock Split

On February 4, 2025, the Company effected a reverse stock split of our outstanding common stock at a 1-for-4 ratio (the “Reverse Stock Split”). FINRA announced the Reverse Stock Split on February 10, 2025. The common stock commenced trading on a split-adjusted basis on OTC Markets at the market open on February 11, 2025. The trading symbol for the common stock continued to be “GOAI” after the Reverse Stock Split, and the CUSIP for the common stock changed to 298892209. Unless otherwise noted, the share and per share information in this Annual Report and the financial statements and notes included herein reflect the Reverse Stock Split.

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Promissory notes

PromissoryNotes with 1800 Diagonal Lending LLC

1800Diagonal Lending LLC Promissory Note (Diagonal#1), March 12, 2025

On March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $120,455 in exchange for a purchase price of $107,000, reflecting an original issue discount of $13,455. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of twelve percent (12%), or $14,454, applied to the principal on the issuance date, resulting in a total repayment obligation of $134,909. The Note matures on January 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in ten (10) equal installments of $13,490.90 each, with the first payment due on April 30, 2025, and nine subsequent monthly payments due on the 30th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.91% of the net cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 97% of the outstanding principal and accrued interest, and from day 61 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In connection with the Note, we have reserved 186,715 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

There is no balance due remaining under this Note.

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1800Diagonal Lending LLC Promissory Note (Diagonal#2), May 28, 2025

On May 28, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $151,800 in exchange for a purchase price of $132,000, reflecting an original issue discount of $19,800. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of thirteen percent (13%), or $19,734, applied to the principal on the issuance date, resulting in a total repayment obligation of $171,534. The Note matures on March 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in ten (10) equal installments of $17,153.40 each, with the first payment due on June 30, 2025, and nine subsequent monthly payments due on the 30th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 37.23% of the net cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day 180, at 97%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 543,112 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On January 29, 2026, Holder submitted a notice of conversion of the Company for the conversion of $52,960 or 16,263 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

1800Diagonal Lending LLC Promissory Note (Diagonal #3), July 25, 2025

On July 25, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $240,120 in exchange for a purchase price of $207,000, reflecting an original issue discount of $33,120. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

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The Note bears a one-time interest charge of twelve percent (12%), or $28,814, applied to the principal on the issuance date, resulting in a total repayment obligation of $268,934. The Note matures on May 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in five (5) installments as follows: $134,467 due on January 30, 2026; $33,616.75 due on February 28, 2026; $33,616.75 due on March 30, 2026; $33,616.75 due on April 30, 2026; and May 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.47% of the net cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 757,775 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On January 28, 2026, Holder submitted a notice of conversion of the Company for the conversion of $270,434 or 83,044 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

1800Diagonal Lending LLC Promissory Note (Diagonal #4), September 23, 2025

On September 23, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $155,760 in exchange for a purchase price of $132,000, reflecting an original issue discount of $23,760. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of twelve percent (12%), or $18,691, applied to the principal on the issuance date, resulting in a total repayment obligation of $174,451. The Note matures on July 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in five (5) installments as follows: $87,225.50 due on March 30, 2026; $21,806.38 due on April 30, 2026, May 30, 2026, and June 30, 2026; and $21,806.36 due on July 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 39.56% of the net cash proceeds received.

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The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 255,606 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The total principal balance outstanding as of the date of the Annual Report is $155,760.

1800Diagonal Lending LLC Promissory Note (Diagonal #5), November 14, 2025

On November 14, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $180,550 in exchange for a purchase price of $157,000, reflecting an original issue discount of $23,550. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of thirteen percent (13%), or $23,471, applied to the principal on the issuance date, resulting in a total repayment obligation of $204,021. The Note matures on August 15, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in nine (9) equal installments of $22,669 each, with the first payment due on December 15, 2025, and eight subsequent monthly payments due on the 15th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 36.01% of the net cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day 180, at 97%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 311,226 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The total principal balance outstanding as of the date of the Annual Report is $180,550.

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1800 Diagonal Lending LLC Promissory Note (Diagonal #6), January14, 2026

On January 14, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $123,050 in exchange for a purchase price of $107,000, reflecting an original issue discount of $16,050. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of thirteen percent (13%), or $15,996, applied to the principal on the issuance date, resulting in a total repayment obligation of $139,046. The Note matures on October 15, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in nine (9) installments, with the first payment due on February 15, 2026, and eight subsequent monthly payments due on the 15th day of each month thereafter through the maturity date. The initial eight installments are each in the amount of $15,449.56, and the final ninth installment is $15,449.52. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 39.05% of the net cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day 180, at 97%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 116,318 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 150,719,091 shares were issued and outstanding.

The total principal balance outstanding as of the date of the Annual Report is $123,050.

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1800Diagonal Lending LLC Promissory Note (Diagonal #7), January 28, 2026

On January 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $421,260 in exchange for a purchase price of $357,000, reflecting an original issue discount of $64,260. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of twelve percent (12%), or $50,551, applied to the principal on the issuance date, resulting in a total repayment obligation of $471,811. The Note matures on November 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in five (5) installments as follows: $235,905.52 due on July 30, 2026; $58,976.37 due on August 30, 2026, September 30, 2026, October 30, 2026, and November 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.80% of the net cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 517,438 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The total principal balance outstanding as of the date of the Annual Report is $421,260.

GeneralTerms & Conditions for all Diagonal Notes:

The Note contains customary Events of Default, including: failure to pay principal or interest when due (subject to a five-day cure period after written notice); failure to issue shares upon valid conversion or to remove restrictive legends (subject to a three-business-day cure period following a 48-hour demand from the Holder); breach of any material covenant in the Note or Purchase Agreement (subject to a twenty-day cure period); any material representation or warranty proving false or misleading; assignment for the benefit of creditors or appointment of a receiver or trustee; institution of bankruptcy, insolvency, reorganization, or liquidation proceedings; failure to maintain listing of the Common Stock on at least one trading market; failure to comply with, or cessation of, Exchange Act reporting requirements; dissolution, liquidation, or winding up of the Company or any substantial portion of its business; cessation of operations or admission of inability to pay debts as they become due; restatement of financial statements filed with the SEC after 180 days from issuance with material adverse effect; failure to provide irrevocable transfer agent instructions to a successor transfer agent; cross-default under any other agreements with the Holder or its affiliates; and failure to maintain the required share reserve.

Upon the occurrence and during the continuation of any Event of Default, the Note becomes immediately due and payable, and the Company is required to pay the Holder an amount equal to 150% of the sum of the then-outstanding principal, accrued and unpaid interest, any default interest, and any other amounts owed under the Note (the “Default Amount”). If a default relating to the issuance or delivery of conversion shares under Section 3.2 of the Note occurs following any other Event of Default, the default percentage increases to 200%. If the Company fails to pay the Default Amount within five (5) business days of written notice, the Holder has the right to convert the outstanding balance, including the Default Amount, into shares of Common Stock at the conversion price described above.

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The Note and Purchase Agreement contain certain covenants restricting our operations so long as any obligations remain outstanding. We have agreed not to sell, lease, or otherwise dispose of any significant portion of our assets outside the ordinary course of business without the Holder’s written consent. We are required to maintain our corporate existence and not sell all or substantially all of our assets without the Holder’s prior written consent. We must also maintain compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, for so long as the Holder beneficially owns the Note.

The Note contains anti-dilution and adjustment provisions. At the Holder’s option, the sale or disposition of all or substantially all of our assets, any transaction disposing of more than 50% of our voting power, or any merger or consolidation in which we are not the survivors, shall be deemed an Event of Default. In the event of any merger, consolidation, recapitalization, or similar event, the Holder shall have the right to receive upon conversion the stock, securities, or assets it would have received had the Note been converted immediately prior to such transaction. If we declare or make any distribution of assets to holders of Common Stock, the Holder shall be entitled upon conversion to receive the assets that would have been payable had the Holder held the conversion shares on the applicable record date.

The Note is an unsecured obligation of the Company, free from all taxes, liens, claims, and encumbrances, and is not subject to preemptive rights or other similar rights of our shareholders. The Holder may assign the Note without our consent, provided each transferee is an accredited investor as defined in Rule 501(a) of the Securities and Exchange Commission. The Note may also be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

The Note and Purchase Agreement are governed by the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws. Any disputes shall be resolved exclusively in the Circuit Court of Fairfax County, Virginia, or the Alexandria Division of the United States District Court for the Eastern District of Virginia. Both parties have waived the right to trial by jury.

PromissoryNotes with Boot Capital LLC

BootCapital LLC Promissory Note (Boot#1), March 12, 2025

On March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $113,455 in exchange for a purchase price of $100,000, reflecting an original issue discount of $13,455. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of twelve percent (12%), or $13,614, applied to the principal on the issuance date, resulting in a total repayment obligation of $127,069. The Note matures on January 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in ten (10) equal installments of $12,706.90 each, with the first payment due on April 30, 2025, and nine subsequent monthly payments due on the 30th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 27.07% of the cash proceeds received.

In connection with the Note, we have reserved 175,865 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On January 30, 2026, Holder submitted a notice of conversion of the Company for the conversion of $12,707 or 3,902 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

BootCapital LLC Promissory Note (Boot#2), July 25, 2025

On July 25, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $116,000 in exchange for a purchase price of $100,000, reflecting an original issue discount of $16,000. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of twelve percent (12%), or $13,920, applied to the principal on the issuance date, resulting in a total repayment obligation of $129,920. The Note matures on May 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in five (5) installments as follows: $64,960 due on January 30, 2026; $16,240 due on February 28, 2026; $16,240 due on March 30, 2026; $16,240 due on April 30, 2026; and May 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 29.92% of the cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay 96% of the outstanding principal and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

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In connection with the Note, we have reserved 366,074 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On January 28, 2026, Holder submitted a notice of conversion of the Company for the conversion of $129,920 or 39,895 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

Boot Capital LLC Promissory Note (Boot#3), January 14, 2026

On January 14, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $57,500 in exchange for a purchase price of $50,000, reflecting an original issue discount of $7,500. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of thirteen percent (13%), or $7,475, applied to the principal on the issuance date, resulting in a total repayment obligation of $64,975. The Note matures on October 15, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in nine (9) equal installments of approximately $7,219.40 each, with the first payment due on February 15, 2026, and eight subsequent monthly payments due on the fifteenth day of each month thereafter through the maturity date. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 29.95% of the cash proceeds received.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day 180, at 97%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

In connection with the Note, we have reserved 54,354 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 150,719,091 shares were issued and outstanding.

The total principal balance outstanding as of the date of the Annual Report is $57,500.

BootCapital LLC Promissory Note (Boot#4), January 28, 2026

On January 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $177,000 in exchange for a purchase price of $150,000, reflecting an original issue discount of $27,000. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of twelve percent (12%), or $21,240, applied to the principal on the issuance date, resulting in a total repayment obligation of $198,240. The Note matures on November 30, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable in five installments as follows: $99,120 due on July 30, 2026; $24,780 due on August 30, 2026; $24,780 due on September 30, 2026; $24,780 due on October 30, 2026; and November 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note.

The Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more than three Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to 75% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the conversion date, representing a 25% discount to market. The conversion amount may include, at the Holder’s option, the principal amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

In connection with the Note, we have reserved 217,411 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The total principal balance outstanding as of the date of the Annual Report is $177,000.

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GeneralTerms & Conditions for all Boot Capital Notes:

The Note contains customary Events of Default, including: failure to pay principal or interest when due (subject to a five-day cure period after written notice); failure to issue shares upon valid conversion or to remove restrictive legends (subject to a three-business-day cure period); breach of any material covenant in the Note or Purchase Agreement (subject to a twenty-day cure period); any material representation or warranty proving false or misleading; assignment for the benefit of creditors or appointment of a receiver or trustee; institution of bankruptcy, insolvency, reorganization, or liquidation proceedings; failure to maintain listing of the Common Stock on at least one trading market; failure to comply with, or cessation of, Exchange Act reporting requirements; dissolution, liquidation, or winding up of the Company or any substantial portion of its business; cessation of operations or admission of inability to pay debts as they become due; restatement of financial statements filed with the SEC after 180 days from issuance with material adverse effect; failure to provide irrevocable transfer agent instructions to a successor transfer agent; cross-default under any other agreements with the Holder or its affiliates; and failure to maintain the required share reserve.

The Note contains anti-dilution and adjustment provisions. At the Holder’s option, the sale or disposition of all or substantially all of our assets, any transaction disposing of more than 50% of our voting power, or any merger or consolidation in which we are not the survivor, shall be deemed an Event of Default. In the event of any merger, consolidation, recapitalization, or similar event, the Holder shall have the right to receive upon conversion the stock, securities, or assets it would have received had the Note been converted immediately prior to such transaction. If we declare or make any distribution of assets to holders of Common Stock, the Holder shall be entitled upon conversion to receive the assets that would have been payable had the Holder held the conversion shares on the applicable record date.

PromissoryNote with an Individual

On December 10, 2025, we entered into a Convertible Promissory Note Agreement (the “Agreement”) with an individual (“Lender”), pursuant to which we issued a convertible promissory note (the “Note”) in the principal amount of $110,000 in exchange for a funding amount of $100,000, reflecting an original issue discount of $10,000, or ten percent (10%) of the principal amount. The net proceeds from this transaction are being used for general corporate purposes.

The outstanding principal bears simple interest at the rate of ten percent (10%) per annum, calculated based on a 365-day year. Based on the one-year term, the total interest accruing through maturity is $11,000, resulting in a total amount due at maturity of $121,000. The Note matures on December 10, 2026. Unless earlier converted or prepaid, all outstanding principal and accrued interest shall be due and payable in full on the maturity date. The Note does not provide for periodic instalment payments; the entire balance is payable as a single lump sum at maturity. The effective cost of this financing to the Company is approximately 21.00% of the cash proceeds received, inclusive of the original issue discount and one year of accrued interest.

The Note may be prepaid prior to the maturity date. The Agreement does not provide for any prepayment penalties, discounts, or premium charges in connection with early repayment of the Note.

The Note is convertible into shares of our common stock at a fixed conversion price of $2.60 per share. Unlike the variable-price conversion features contained in certain of our other outstanding promissory notes, the conversion price under this Note is fixed and is not subject to adjustment based on the market trading price of our Common Stock. The number of shares issuable upon conversion is calculated by dividing the sum of the outstanding principal and accrued interest by the conversion price. Assuming full conversion of the entire principal and one year of accrued interest at maturity, a total of approximately 46,538 shares of Common Stock would be issuable upon conversion.

The Lender may elect to convert all or any portion of the outstanding principal and accrued interest into shares of Common Stock at the Lender’s sole discretion at any time during the term of the Note. The conversion right is voluntary and is not conditioned upon the occurrence of an Event of Default. In addition, upon the occurrence of an Event of Default, the Lender shall have the right to convert all outstanding principal and accrued interest into shares of Common Stock at the fixed conversion price. The Agreement does not contain a beneficial ownership limitation restricting the number of shares that may be acquired upon conversion.

The Agreement does not contain a specific share reservation requirement or irrevocable transfer agent instructions. Based on the fixed conversion price of $2.60 per share and the total amount due at maturity of $121,000, a maximum of approximately 46,538 shares of Common Stock would be issuable upon full conversion of the Note.

The Note contains four Events of Default: (a) failure by the Company to pay any amount due under the Note within ten (10) days of when due; (b) breach by the Company of any material representation, warranty, or covenant contained in the Agreement; (c) insolvency of the Company, bankruptcy filing, or assignment for the benefit of creditors; and (d) any material adverse change in the Company’s financial condition or business operations.

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Upon the occurrence of an Event of Default, the Lender shall have the right to convert all outstanding principal and accrued interest into shares of Common Stock at the fixed conversion price of $2.60 per share. The Agreement does not provide for a default interest rate, acceleration premium, or penalty multiplier upon the occurrence of an Event of Default. The remedies available to the Lender upon default are limited to the conversion right described above and any other remedies available at law or in equity.

The Agreement contains representations and warranties by the Company, including that the Company is duly organized and validly existing, has full power and authority to execute the Agreement and perform its obligations, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. The Agreement does not contain restrictive covenants relating to asset dispositions, corporate existence maintenance, or Exchange Act reporting compliance.

The Agreement does not contain anti-dilution provisions, adjustment mechanisms for mergers, consolidations, or similar corporate transactions, or distribution protections. The fixed conversion price of $2.60 per share is not subject to adjustment for any reason.

The Note is an unsecured obligation of the Company. The Agreement does not contain provisions regarding assignability, pledging as collateral, or transferability of the Note by the Lender.

The Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The Agreement does not specify an exclusive venue or jurisdiction for the resolution of disputes. Both parties retain all rights available at law or in equity.

The total principal balance outstanding as of the date of the Annual Report is $110,000.

Private Placement

On February 23, 2026, Eva Live Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a secured convertible note of the Company, in the aggregate original principal amount of $7,560,000 (the “Initial Note”), which is convertible into common stock of the Company. Pursuant to the Purchase Agreement the Investor shall also have the right, for a period of 24 months after the Closing, to purchase up to $4,320,000.00 of principal amount of additional notes in one or more tranches. At Closing, the Company received gross proceeds of $7,000,000 for the Initial Note, which represents original issuance discount of 8%.

OurCurrent Operations

Since September 28, 2021, the Company has operated 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. 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 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).

In November 2020, the Company completed the development of the Eva XML Platform, where the Platform 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. The Eva XML Platform creates 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.

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 that is 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.

We sign the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4As) standard terms and conditions for internet advertising for media buys one year or less. We execute an Insertion Order (IO) with our customers, a formal, contractual document used in advertising. 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 IO. We hold customers liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed following the IO. We provide reports at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO. Our customers may cancel the entire IO, or any portion thereof, as follows:

●	With<br> 14 days prior written notice to us, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM (cost per<br> thousand impressions) Deliverables.
●	With<br> seven (7) days prior written notice to us, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC<br> (cost per clicks) Deliverables, CPL (cost per leads) Deliverables, or CPA (cost per acquisition) Deliverables, as well as some non-guaranteed<br> CPM Deliverables.
●	With<br> 30 days prior written notice to us, without penalty, for any flat fee-based or fixed-placement Deliverables.

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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 and laws, third-party ad serving and tracking (applicable if third-party ad server is used), and other legally binding clauses.

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. It allows thousands of ads to be created 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.

Russia– Ukraine Conflict

The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. The Company has no operational exposure in the region affected by war. As of the date of this report, there has been no disruption in our operations.

MiddleEast Conflict

At the end of February 2026 an armed conflict between the United Staes and Israel and the Islamic Republic of Iran has begun. This conflict has impacted several other countries in the region, such as Kuwait, Qatar, the United Arab Emirates (UAE), Saudi Arabia, Bahrain,, Iraq, Jordan, and Cyprus. The Company has no operational exposure in the region affected by this conflict. As of the date of this report, there has been no disruption in our operations.

OurRevenue Model

We can generate revenues as a principal-based or an agency-based service provider. At present, we generate revenues on a principal-based model.

Under the principal-based agency, the Company takes the principal position in the contract. The Company uses its Eva Platform to buy media (advertising inventory) directly from the media sellers. The Company repackages the advertising inventory for sale to clients. The Company also performs other advertising and branding work for the client, such as developing a landing page, website, widget design, banner design, and so on. The Company receives the Ad Spend or a marketing budget from the client to perform such services. In some instances, these services are performed non-disclosed, meaning the client does not know what the Company paid for the media space, time, or development. The Company recognizes the total Ad Spend of the client as its revenue.

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Under the agency-based model, the Company acts as an agent of the client and negotiates deals with media sellers. The client is responsible for paying the media sellers directly or for paying the Company, which then pays the media sellers on behalf of the client. Under the agency-based model, the Company earns revenue by charging clients a platform fee based on a percentage of a client’s total spend (Ad Spend) on the purchase of advertising from the Advertising Inventory Supplier (seller). We keep a portion of that advertising spend as a fee and remit the remainder to the seller. The Company has no leverage to control the cost of the seller’s inventory before the client’s purchase. The platform fee we intend to charge clients is a percentage of their purchases through our platform, similar to a commission, and the platform fee is not contingent on the results of an advertising campaign.

We recognize revenue upon fulfilling our contractual obligations with a complete transaction, subject to satisfying all other revenue recognition criteria.

BusinessStrategy

Our team members have successfully run advertising campaigns for products and brands, ranging from consumer products to clothing items to automobiles. We provide a differentiated solution that is simple, powerful, scalable, and extensible across geographies, industry verticals, and display, mobile, social, and video digital advertising channels. We expect our Eva Platform to be fully automated, scalable, and cost-effective, as it will allow us to run several campaigns simultaneously. As the number of campaigns grows, we scale up our technology and hardware rather than increasing our workforce. Consequently, we can grow operations cost-effectively as we acquire new clients if our platform’s demand and acceptance increase. We intend to expand our core business, increase market share, and improve profitability principally by deploying the following growth strategies:

●	Completed the initial integration of AI in the fiscal year ending December<br>31, 2025;
●	We<br> intend to continue innovating in AI and machine learning technology to improve the Eva Platform and augment its features and functionalities.
●	We<br> view big data as one of our critical competitive advantages. We will continue to invest resources in growing our data offerings,<br> both from third-party providers and our proprietary data;
●	Ramp<br> up paid customers through our digital and traditional marketing strategies;
●	Continue<br> to enhance and promote our core proprietary Eva Platform and Eva XML Platform;
●	Future<br> growth will depend on the timely development and successful distribution of our AdTech solutions by signing larger deals in the United<br> States and globally.
●	Increase<br> our software development capabilities to develop disruptive and next-generation machine learning and artificial intelligence-driven<br> technologies to grow and retain our customer base;
●	Improving<br> the share of current clients’ advertising budgets and ad spends as many of our present and potential clients spend a larger<br> percentage of their advertising budgets on programmatic channels and
●	Grow<br> customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships.

Industryand Competitive Analysis

Our industry is extremely competitive and fragmented. The Company directly competes with other demand-side platform (“DSP”) providers. A DSP is a technology platform that enables advertisers and agencies to automate the purchasing of digital advertising inventory across multiple channels. By leveraging real-time bidding (“RTB”) and data-driven targeting, DSPs allow advertisers to reach specific audiences efficiently, optimizing ad campaigns for performance and cost-effectiveness.

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The digital marketing ecosystem is divided into buyers (advertisers), sellers (publishers), and marketplaces. The landscape has several segments, such as display and programmatic, mobile, video, search engine, content advertisement, and social ads.

We believe that participants on the buy-side or sell-side should be advocates for their buyers or sellers, while those in the market business should act as referees or have market-driven incentives to protect or enhance the integrity of the marketplace. We believe there are inherent conflicts of interest when market participants serve both buyers and sellers simultaneously.

The DSP market has experienced significant growth in recent years and is projected to continue its upward trajectory:

●	Fortune Business Insights valued the global DSP market at approximately<br>$38.9 billion in 2025 and projects it to grow from $48.2 billion in 2026 to $194.4 billion by 2034, at a CAGR of 19% during the forecast<br>period. North America dominated the market with a 38.9% share in 2025, valued at approximately $15.1 billion.
●	Business Research Insights estimates the global DSP system<br>market at $42.2 billion in 2025, with projections to reach $306.7 billion by 2034, exhibiting a CAGR of approximately 24.7%. Real-time<br>bidding remains the dominant segment, accounting for the largest share at over 60% of DSP transaction volume.
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●	Straits Research valued the global DSP market for programmatic<br>advertising at $21.8 billion in 2025, with expectations to reach $112.2 billion by 2033, at a CAGR of 22.7%.
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These projections underscore the robust expansion and increasing adoption of DSPs in the digital advertising landscape. Programmatic advertising accounted for approximately 85% of all digital display ad spending in 2025, reflecting the industry’s decisive shift toward automated, data-driven media buying.

KeyDrivers of Growth

Several factors contribute to the rapid growth of the DSP market:

Risein Programmatic Advertising. The shift towards automated, data-driven ad buying has propelled the adoption of DSPs, enabling advertisers to manage and optimize campaigns in real time. Programmatic advertising now drives over 55% of DSP market growth, with mobile and video ad spend contributing an additional 30%.

Advancementsin AI and Machine Learning. Integration of AI technologies enhances targeting capabilities, bid optimization, and overall campaign performance, making DSPs more effective and attractive to advertisers. AI-driven optimization adoption within DSPs has increased by approximately 50% year-over-year, with capabilities expanding into predictive pacing, audience segmentation, and explainable decision-making. Leading platforms now deploy AI for real-time creative rotation, automated bidding, and performance forecasting, and advertisers are increasingly demanding transparency in how AI-driven decisions are made.

Expansionof Digital Channels. The proliferation of digital platforms, including mobile apps, social media, and connected TV (“CTV”), has increased the demand for centralized platforms like DSPs to manage cross-channel advertising efforts. Connected TV has emerged as the fastest-growing advertising channel, with authenticated CTV inventory becoming a critical differentiator among competing DSP platforms. Mobile advertising spending was projected to exceed $70 billion by the end of 2025, driving mobile-first DSP strategies across the industry.

Privacy-DrivenIdentity Solutions. Stricter data privacy regulations, including GDPR in Europe and CCPA in California, are reshaping the DSP landscape. DSPs are adapting through the development and adoption of first-party data strategies, identity resolution frameworks such as Unified ID 2.0, and privacy-safe collaboration tools, including data clean rooms. Over 55% of brand and agency professionals reported increased adoption of first-party and enriched data tools in 2025 as the industry transitions away from third-party cookie-based targeting.

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Impact of Artificial Intelligence on Our Business

Artificial intelligence has become a transformative force across the demand-side platform industry, fundamentally reshaping how digital advertising campaigns are planned, executed, optimized, and measured. The rapid adoption of AI technologies throughout the DSP ecosystem presents both significant opportunities and material competitive challenges for our business.

AI-DrivenOpportunities. AI is being integrated into every layer of the DSP technology stack, from real-time bid optimization and predictive audience modeling to generative creative production and cross-channel measurement. These capabilities have the potential to democratize advanced advertising functionality that was previously available only to the largest platforms with extensive proprietary data sets. For smaller and independent DSP providers, AI technologies may serve as an equalizer by enabling more sophisticated targeting, campaign optimization, and creative personalization at lower cost and at scale.

Specifically, AI is advancing DSP capabilities in several key areas. In bid optimization, leading DSPs are deploying AI models that move beyond simple cost-per-acquisition bidding to predict customer lifetime value and identify high-value new customers in real time, enabling more efficient allocation of advertising spend. In audience targeting, AI-powered segmentation tools analyze vast data sets to construct detailed user profiles and identify behavioral patterns that improve ad relevance and campaign performance. AI adoption among small and medium enterprises in the retail sector rose by 22% in 2025, enabling over 500 companies to optimize ad targeting and increase conversion rates by up to 19%, according to a 2025 Gartner report.

In creative production, generative AI is accelerating the development of ad creative at scale. Dynamic creative optimization (“DCO”) systems now incorporate generative AI to assemble and test ad variants in real time based on audience context and performance signals. According to the IAB’s 2025 Digital Video Ad Spend & Strategy report, 86% of advertisers are already using or planning to use generative AI for video ad production, and by 2026, generative AI is expected to underpin approximately 40% of all video advertising creative. In measurement and attribution, AI-driven systems are enabling multi-touch attribution, incrementality testing, and marketing mix modeling that connect ad exposure patterns directly to business outcomes, closing the loop between campaign spending and revenue impact.

CompetitiveRisks from AI. While AI presents opportunities for the Company, it also amplifies the competitive advantages of the dominant DSP platforms. The three largest DSP providers — Google’s Display & Video 360, Amazon DSP, and The Trade Desk — possess vast proprietary data sets, including first-party consumer shopping data, search behavior, and streaming viewership, which enhance the effectiveness of their AI-driven targeting and optimization models. These data advantages create significant barriers to entry and make it increasingly difficult for smaller DSP providers to match the targeting precision and campaign performance of the largest platforms. The Trade Desk, for example, processes approximately 15 million ad impressions per second, providing a scale of real-time training data that is difficult to replicate.

Additionally, the capital intensity of developing and maintaining competitive AI capabilities is substantial. Building proprietary machine learning models, maintaining the computing infrastructure required for real-time inference at scale, and attracting specialized AI talent require significant ongoing investment. Larger competitors with greater financial resources are better positioned to make these investments and to acquire AI-native companies that offer complementary capabilities.

AIGovernance and Brand Safety Risks. The integration of AI into advertising operations introduces new governance and brand safety risks. An IAB study conducted in 2025 found that over 70% of marketers had already encountered an AI-related incident in their advertising, including hallucinated copy, algorithmic bias, or off-brand content, yet fewer than 35% planned to increase investment in AI governance or brand-integrity oversight. These risks require DSP providers to invest in quality controls, review workflows, and clear accountability frameworks for how AI models are deployed within their platforms. Failure to adequately address AI governance could result in reputational harm to both the DSP provider and its advertising clients.

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Enterprise AI adoption in marketing has surged from approximately 40% in 2023 to 82% in 2025, according to the 2025 Wharton AI Adoption Report, with 46% of employees now using generative AI daily. However, only 25% of organizations report achieving expected return on investment from their AI implementations, highlighting the execution challenges that persist across the industry. The Company’s ability to effectively integrate AI capabilities into its DSP platform, while managing the associated costs and governance requirements, will be a significant factor in its long-term competitive positioning.

IndustryTrends and Developments

The DSP landscape is continually evolving, with notable trends shaping its future:

Consolidationand Mergers. The industry has seen significant mergers and acquisitions, most notably the completion of Omnicom Group’s acquisition of Interpublic Group on November 26, 2025, in an approximately $13 billion all-stock transaction. The combined entity, with pro forma combined revenue exceeding $25 billion, is the world’s largest advertising and marketing company and is focused on leveraging data, technology, AI, and its advanced intelligence platform to unify paid, owned, earned, and commerce channels.

ConnectedTV and Streaming Partnerships. The competitive landscape for CTV advertising experienced a significant shift in June 2025 when Amazon Ads and Roku announced an exclusive partnership integrating Amazon’s DSP with Roku’s CTV operating system, creating the largest authenticated CTV footprint in the United States with access to over 80 million logged-in U.S. households. This partnership established a unified, data-rich, full-funnel advertising platform combining Amazon’s first-party shopping data with Roku’s streaming audience data, intensifying competitive pressure on other DSP providers.

RegulatoryScrutiny. In April 2025, the U.S. District Court for the Eastern District of Virginia ruled in a landmark DOJ antitrust case that Google had illegally monopolized the publisher ad server and ad exchange markets, finding that Google’s conduct “substantially harmed” publishers and consumers of information on the open web. This ruling followed Google’s separate August 2024 antitrust loss regarding its search monopoly, for which the court imposed behavioral remedies in September 2025 — including a ban on exclusive distribution agreements — while declining to order the DOJ’s requested divestiture of the Chrome browser. In a related state-led action, the Texas Attorney General reached a $1.375 billion settlement with Google in May 2025 over digital advertising antitrust claims. These ongoing legal proceedings, combined with parallel investigations in the European Union, may create opportunities for independent DSP providers as the regulatory environment continues to evolve.

MarketConcentration Among Major Platforms. Analysis of programmatic spending patterns in 2025 indicates that three major DSP platforms — Google’s Display & Video 360 (“DV360”), Amazon DSP, and The Trade Desk — collectively control approximately 86% of the DSP market share. DV360 maintained the largest position at approximately 47%, followed by Amazon DSP at approximately 20% and The Trade Desk at approximately 19%. This concentration underscores the competitive challenges facing smaller and independent DSP providers, while also highlighting the potential market opportunities that may arise from ongoing antitrust enforcement and regulatory scrutiny of the dominant platforms.

Emergenceof AI-Native Advertising Platforms. The advertising technology landscape is being reshaped by the emergence of AI-native companies that have built their platforms around artificial intelligence and deep learning from inception, rather than retrofitting AI capabilities onto legacy systems. These companies are attracting significant venture capital and advertiser adoption, and their growth reflects the broader industry shift toward AI-driven campaign management. The entry of AI-native competitors introduces additional competitive pressure across all segments of the DSP market, including the segments in which we operate.

LeadingDSP Providers

Several companies have established themselves as leaders in the DSP market:

TheTrade Desk. Recognized as the largest independent DSP, The Trade Desk offers a self-service platform for advertisers to manage digital campaigns across various channels. In 2025, the company advanced its Kokai AI-powered platform for performance forecasting and introduced OpenPath for direct publisher integration. The Trade Desk’s Unified ID 2.0, an open-source privacy-safe identity framework, has gained significant adoption among publishers and ad tech partners as a leading alternative to cookie-based targeting. The Trade Desk showed 26% revenue growth in 2024, outpacing both overall DSP market growth and Amazon’s advertising growth.

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AmazonAdvertising. Amazon provides a DSP that allows advertisers to programmatically buy display, video, and audio ads both on and off the Amazon platform. Amazon’s $60 billion advertising business is now growing faster than its online commerce segment. In 2025, Amazon aggressively expanded its DSP capabilities through competitive pricing strategies, its exclusive partnership with Roku for CTV advertising, and enhanced closed-loop attribution that tracks purchases directly tied to ad exposures. Amazon’s integration of retail media with programmatic buying is redefining how brands allocate their digital budgets.

GoogleDisplay & Video 360. Part of Google’s Marketing Platform, DV360 offers integrated tools for campaign management across display, video, TV, and more, with exclusive access to Google’s owned properties including YouTube, Search, and Gmail inventory. DV360 maintained the lowest average CPM in the market at approximately $0.89 in early 2025. However, Google’s DV360 operations face uncertainty in light of the April 2025 antitrust ruling finding that Google illegally monopolized the ad exchange and publisher ad server markets, with remedies still pending as of December 31, 2025.

AdobeAdvertising Cloud. Adobe offers a DSP that integrates with other Adobe products, providing data-driven insights and cross-channel campaign management.

These platforms offer diverse features and integrations, catering to the varying needs of advertisers in the digital ecosystem.

Emerging AI-Native DSP Competitors

In addition to the established DSP providers described above, a new class of AI-native advertising technology companies has emerged that compete in segments of the DSP market by leveraging artificial intelligence and deep learning as core platform capabilities rather than supplementary features:

AppLovin. AppLovin has emerged as one of the most significant AI-driven advertising platforms, surpassing $100 billion in market capitalization in 2025 on the strength of its AI-powered ad optimization engine. Originally focused on mobile gaming advertising, AppLovin has expanded into e-commerce, retail media, and cross-channel advertising. Its platform optimizes ad placements and targets accuracy in real time using proprietary machine learning models, and its rapid growth demonstrates the market’s appetite for AI-native advertising solutions.

Cognitiv. Cognitiv is a deep learning advertising platform that deploys proprietary neural network algorithms and a GPT-based contextual targeting product called ContextGPT to predict consumer behavior and optimize ad delivery in real time. The platform can be deployed as an independent DSP, as curated private marketplaces within other DSPs, or as a managed service. In 2025, Cognitiv expanded its collaboration with OpenAI, partnered with Index Exchange for real-time programmatic curation using deep learning, integrated with Adform to bring its ContextGPT product to European advertisers, and increased its client base by 7.5 times. Cognitiv’s approach of using deep learning models tailored to each brand’s unique campaign needs represents a fundamentally different competitive model than traditional rules-based DSP platforms.

ChaliceAI. Chalice AI is an AI-native advertising optimization startup that processes advertiser first-party and third-party data through over 20 proprietary machine learning models to predict impression pricing, available inventory, and campaign performance outcomes. The platform operates across multiple DSPs and social platforms and has direct integrations with publishers. Chalice AI has achieved two consecutive years of profitability and represents the emerging category of AI-native companies that build predictive advertising capabilities from the ground up rather than layering AI onto existing technology stacks.

StackAdapt. StackAdapt is a self-serve DSP that relies on third-party data providers and contextual targeting. In 2025, StackAdapt launched “Ivy,” an in-platform AI assistant designed to provide real-time campaign suggestions and optimization recommendations, enabling marketers to make faster, more informed decisions. StackAdapt is positioned as a mid-market alternative to the largest DSP platforms, with particular strength in cross-channel display, video, and account-based marketing.

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Agnitio. Founded in 2025, Agnitio is an agentic AI platform that seeks to unify fragmented marketing tools and DSP platforms through API integrations and autonomous AI agents. The platform automates the entire advertising workflow, from audience curation and media allocation to measurement and reporting, consolidating advertiser data into a single environment. Agnitio is representative of a broader trend toward agentic AI systems in advertising technology — autonomous agents that can plan, execute, and optimize campaigns with minimal human intervention.

PrescientAI. Prescient AI provides media measurement and budget optimization solutions for omnichannel e-commerce brands, using proprietary machine learning models to attribute revenue across the entire media mix and provide daily, campaign-level recommendations to improve return on ad spend and reduce customer acquisition costs. Unlike traditional marketing mix modeling, Prescient AI measures media halo effects to determine how campaigns indirectly impact performance across other channels.

The emergence of these AI-native competitors reflects the broader industry trend toward platforms that embed artificial intelligence into every aspect of advertising operations. While the established DSP leaders possess significant advantages in scale and data, the AI-native entrants are demonstrating that purpose-built AI architectures can deliver competitive targeting precision, creative optimization, and campaign performance, particularly in specialized segments. This dynamic creates both competitive pressure and potential partnership or acquisition opportunities across the DSP ecosystem.

The DSP market is poised for substantial growth, driven by technological advancements, the rise of programmatic advertising, the expanding connected TV landscape, and the increasing importance of privacy-safe identity solutions. The competitive dynamics of the industry are being reshaped by antitrust enforcement against dominant platforms, strategic partnerships for CTV access, and the integration of AI across all facets of campaign management. Advertisers are increasingly leveraging DSPs to enhance targeting precision, optimize ad spending, and achieve better campaign outcomes in an ever-evolving digital environment. We believe these trends create both opportunities and challenges for smaller DSP providers, as market consolidation among the largest platforms continues alongside regulatory efforts to promote competition.

BOARD

OF DIRECTORS

As of the date of this Annual Report, the Company has six (6) directors.

On May 27, 2025, the Company entered into an Independent Director Agreement with Mr. Rizvan Jamal, appointing him as an independent member of the Board of Directors. Under the terms of the agreement, Jamal is entitled to receive annual cash compensation of $50,000, payable in equal quarterly instalments of $12,500, for his services as an independent director. The Company will reimburse Jamal for reasonable and documented out-of-pocket expenses incurred in connection with Board-related duties, including travel expenses. Jamal serves as an independent contractor, and the agreement does not establish an employer-employee relationship with the Company.

On June 2, 2025, the Company entered into an Independent Director Agreement with Mr. Ali Shadman, appointing him as an independent member of the Board of Directors. Under the terms of the agreement, Mr. Shadman is entitled to receive annual cash compensation of $50,000, payable in equal quarterly instalments of $12,500, for his services as an independent director. The Company will reimburse Mr. Shadman for reasonable and documented out-of-pocket expenses incurred in connection with Board-related duties, including travel expenses. Mr. Shadman serves as an independent contractor, and no employer-employee relationship exists between the Company and Mr. Shadman.

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The agreements include confidentiality obligations and provide for the Company’s indemnification to the fullest extent permitted under applicable law and the Company’s governing documents. The Company intends to recognize $12,500 in director compensation expense for Mr. Ali and Jamal, effective July 1, 2025.

EMPLOYEES

As of the date of this Annual Report, we have three employees, all of whom are our executive officers. In the future, we may rely on independent contractors to assist us in marketing and selling our products.

The Company has entered into a formal employment agreement with its Chief Executive Officer and President, David Boulette. The CEO’s annual salary is $552,000. The Company accrues compensation payable to the CEO in Accounts Payable and accrued expenses. On May 31, 2025, the Company entered into an Employment Agreement with David Boulette, appointing him as Chief Executive Officer (CEO) of Eva Live Inc. Key terms of the agreement include that Boulette is entitled to receive an annual base salary of $552,000 (or $46,000 monthly), payable in accordance with the Company’s regular payroll schedule. Boulette is eligible for an annual performance bonus equivalent to 5% of the Company’s net profits before taxes, as determined by the Board of Directors based on the audited financial statements for the preceding fiscal year. Pursuant to the Executive Stock Options Plan dated May 31, 2025, Boulette was granted 20,000,000 stock options to acquire shares of the Company’s common stock at an exercise price of $0.10 per share. No options vest prior to January 1, 2026 (Cliff Vesting Date). 20% of the options (4,000,000 shares) will vest on January 1, 2026, with an additional 20% vesting on each of the following four anniversaries of the grant date (May 31, 2026 – May 31, 2029), subject to continued employment. Any unvested options are forfeited upon termination before the Cliff Vesting Date. In the event of Change in Control, all unvested options become fully vested and exercisable. Boulette is entitled to participate in the Company’s employee benefit programs, including health insurance, retirement plans, and other executive benefits. The Company will reimburse all reasonable and documented business expenses incurred in the performance of its duties. The agreement includes indemnification provisions and standard confidentiality and non-disclosure clauses. The fair value of the 20,000,000 stock options granted will be recognized as stock-based compensation expense over the vesting period, commencing from the grant date, using the straight-line method. No expense has been recognized for the quarter ended December 31, 2025, due to the cliff vesting condition.

The Company entered into an Employment Agreement with Imran Firoz on September 22, 2025 (“Firoz Employment Agreement”), for the employment of Firoz as the Company’s interim Chief Financial Officer. The term of the Firoz Employment Agreement is three (3) months, and after the passage of six (6) months, the Agreement automatically renews itself unless terminated by either party on 30 days’ written notice. As consideration for Firoz’s employment, the Company shall pay Firoz a $10,500 monthly salary, a performance bonus, and equity-based compensation, as determined by the Company’s Board of Directors. The Company may terminate Firoz for cause or no cause, and Firoz may terminate his employment within 30 days’ written notice to the Company.

Phil Aspin, Director and CEO of AdFlare, and Daryl Walser, Director and Chief Marketing Officer, are not currently bound by any written agreements for any specific employment term or covenants not to compete. However, we may enter into employment agreements with these people with appropriate non-competition provisions. Boulette, Mr. Aspin, and Walser devote 100%, 75%, and 75% of their time to the Company’s business.

CORPORATE

INFORMATION

The Company’s principal office is 2029 Century Park East, Suite #400N, Los Angeles, CA 90067. Our telephone number is (424) 202-3603.

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ROUNDING

ERROR

Due to rounding, numbers presented in the financial statements for the period ending December 31, 2025, and 2024, and throughout the report, may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.

ITEM 1A.	RISK FACTORS

We are subject to various risks that could have a material adverse effect on our business, our financial condition and our results of operations. These risks could cause actual operating results to differ from those expressed in certain “forward looking statements” contained in this Annual Report as well as in other communications.

RisksRelated to the Company

Wemay need to obtain additional financing, which may not be available.

We need additional funds to achieve a sustainable sales level to generate positive cash flow to fund our operations. There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us.

Wehave a limited history of operations; accordingly, no track record would provide a basis for assessing our ability to conduct successfulcommercial activities. We may need to be more successful in carrying out our business objectives.

Our founder incorporated the Company on August 27, 2002. We have not yet produced substantial revenues to offset our operating costs and fund our expansion. We are also involved in organizational activities, obtaining growth financing, and developing our new technologies to meet the demands of our customers. In addition, we have a limited operating history from which to evaluate our performance. Our ability to achieve and maintain profitability is dependent on numerous factors, including our ability to (i) implement our business model and expand our customer base, (ii) increase revenue while controlling expenses, (iii) effectively manage cash flow, and (iv) develop our technology.

There is a substantial risk that we will not be successful in our development and sales activities or, if initially successful, in generating significant operating revenues or achieving profitable operations.

Thenon-GAAP financial metrics that our management uses to measure the success of our business model may not provide the best measurementof our operating performance and may not be comparable to similar metrics used by others in our industry.

Our management relies on EBITDA, a non-GAAP financial metric that we believe help us to gauge the underlying performance of our business and to manage it effectively. There can be no assurance, however, that this metric is the most accurate or reliable measurement of our operating performance. For instance, while the financial statement line items excluded from EBITDA calculations reflect expenses that we believe are not core to our operating activities, they do represent economic costs of our business model.

Ourbusiness strategy may result in increased volatility of revenues and earnings, resulting in uncertainty of profitability.

Our business strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered.

Economic conditions and changes in the financial markets may adversely affect our revenues and profitability. Our business is also subject to general economic risks that could adversely impact the results of operations and financial conditions.

Because of the anticipated nature of the products and services we will attempt to develop, it is difficult to forecast revenues and operate results accurately. These items could fluctuate in the future due to several factors. These factors may include, among other things, the following:

●	Our ability to raise sufficient<br> capital to take advantage of opportunities and generate adequate revenues to cover expenses,
●	Our ability to source substantial<br> opportunities with sufficient risk-adjusted returns,
●	Our ability to manage our<br> capital and liquidity requirements is based on changing market conditions and changes in the developing fintech industries,
●	The acceptance of the terms<br> and conditions of our subscription-based model,
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●	The amount and timing of<br> operating and other costs and expenses,
●	The nature and extent of<br> competition from other companies may reduce market share and create pressure on pricing and investment return expectations,
●	Adverse changes in the<br> national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital<br> availability, and market demand,
●	Adverse changes in the<br> projects we plan to invest in result from factors beyond our control, including, but not limited to, a change in circumstances, capacity,<br> and economic impacts,
●	Changes in laws, regulations,<br> accounting, taxation, and other requirements affecting our operations and business, and
●	Our operating results may<br> fluctuate yearly due to the above factors and others not listed. At times, these fluctuations may be significant.

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Wederive a substantial portion of our revenues from a limited number of customers, which exposes us to significant business, financial,and operational risks.

Our top four customers represented 82% of the Company’s receivables as of December 31, 2025. 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. We believe the following are the specific risks associated with this concentration:

RevenueFluctuations: Any adverse change in our relationship with these customers, be it due to contract terminations, renegotiations, or non-renewal, could result in substantial revenue losses and adversely affect our profitability and operating results.

PricingPressures: These customers may exert considerable pressure on us to offer discounts or more favorable payment terms, eroding our profit margins.

PaymentRisks: If any of these key customers delay or default on payments due to financial challenges, it could strain our cash flow and financial condition.

U.S.Economy Shifts: As our revenues from major customers are directly proportional to advertisement spending, any downturn or disruption in the U.S. economy could lead to reduced orders, affecting our revenue stream.

We continuously strive to expand and diversify our customer base to mitigate these risks. However, in the near to mid-term, we anticipate that a significant portion of our revenue will continue to be concentrated among these key customers. Potential investors should considerthis concentration in customers an important risk factor when evaluating our business.

Thereis doubt that the Company can continue as a “going concern.”

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, Lao Professionals, our independent registered public accounting firm 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.

If we are unable to improve our liquidity position, we may not be able to continue as a going concern. Our ability to raise the capital needed to improve our financial condition depends on the support from stockholders and its ability to obtain necessary equity financing. 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.

Wemay not be able to compete effectively against our competitors.

We expect intense competition from well-established and small to medium-sized public and private companies like us, which may reduce the prices of our products and services. For several reasons, we may need to be at a competitive disadvantage in obtaining the facilities, technologies, employees, financing, and other resources required to provide these products and services demanded by prospective customers. Our financial resources and other assets may limit our opportunity to obtain customers. We expect to be less able than our larger competitors to cope with the generally increasing costs and expenses of doing business.

Ourbusiness model may not be sufficient to ensure our success in our intended market.

Our survival depends on the success of our efforts to gain market acceptance and shares of our products and services in the U.S. debt management market, with the main focus on student loans. Should our target market not be as responsive to our products and services as we anticipate, we may not have alternate products or services we can offer to ensure our survival. We may not be able to develop our products and services promptly to comply with regulatory and legal changes.

Wedepend on our intellectual property, and our failure to protect that intellectual property could adversely affect our future growth andsuccess.

The Company has no patents or trademarks on its proprietary technology solutions. We have not conducted formal evaluations to confirm that our technology solutions and products do not or will not infringe upon the intellectual property rights of third parties. As a result, we cannot be sure that our technology and products do not or will not infringe upon the intellectual property rights of third parties. If infringement were to occur, it would disrupt our software development, sales, and distribution of such technology solutions or products. We have generally sought to protect such proprietary intellectual property partly by confidentiality agreements and, if applicable, inventors’ rights agreements with strategic partners and employees. However, such contracts have not been put in place in every instance. We cannot guarantee these agreements protect our trade secrets and other intellectual property or proprietary rights.

Ourofficers, directors, and entities affiliated with us significantly influence us.

In the aggregate, the voting power represented by management and affiliated parties’ ownership of the Company’s common and preferred stock represents approximately 61.46% of the voting power of the company’s issued and outstanding capital stock. These shareholders, if acting together, will be able to significantly influence all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combination transactions.

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Theloss of our key personnel or our failure to attract and retain other highly qualified personnel in the future could harm our business.

Our future performance is dependent on the ability to retain key personnel. The Company’s performance is substantially dependent on the performance of senior management. The loss of the services of any of its executive officers or other key employees could adversely affect the Company’s business, operations, and financial condition. We also plan to negotiate employment contracts with each officer. If we fail to retain and motivate our existing personnel, we may be unable to grow effectively.

Differinginterpretations of established accounting policies or the accounting treatments of current transactions might necessitate us to reviseour previously stated operational results.

Differing interpretations of established accounting policies or the accounting treatments of current transactions might necessitate us to revise our previously stated operational results. For instance, on September 28, 2021, we finalized an Acquisition deemed a reverse merger business transaction. We assigned the acquisition cost to the procured assets and assumed liabilities based on their projected fair values at the acquisition date. Our decision to categorize the Acquisition as a business combination relied on our comprehensive understanding of the transaction’s details and involved our judgment. Any alterations to this categorization would mean treating the transaction as a recapitalization, leading to non-recording goodwill. Such a change could significantly impact our declared operational results and require the Company to update previous submissions to the SEC, incurring additional expenses.

Managementof growth will be necessary for us to be competitive.

Successfully expanding our business will depend on our ability to attract and manage staff, strategic business relationships, and shareholders. Specifically, we must hire skilled management and technical personnel and manage partnerships to navigate shifts in the general economic environment. The expansion can potentially place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

Becausewe are a small company and need more capital, our marketing campaigns may need more to attract enough customers to operate profitably.Our financial conditions will be adversely affected if we do not make a profit.

Since we are a small company and have little capital, we must limit our marketing activities. As such, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, our financial conditions will be negatively affected, limiting our ability to raise additional funding to increase our sales and marketing efforts.

Thereare challenges relating to implementing our business strategy*.*

Our competitors are technologically advanced, have existed longer, and often have a more established brand and market presence with substantially greater financial, marketing, personnel, and other resources. These competitors may have, among other things, lower operating costs, better knowledge, better brand awareness, better research and development facilities, better management, more effective marketing, and more efficient operations than the Company. The Company depends substantially on customers signing paid contracts to use our services. Any decline in customer contracts could adversely affect our future operating results. Future success will depend on the Company’s ability to implement the technology correctly and on time. There are possibilities for undetected errors, failures, or bugs, especially when new versions or updates are released. Such deployment may expose hidden errors, omissions, or bugs in our software. Despite testing and implementing industry-standard quality control, we may find errors, omissions, or bugs after releasing our software to customers.

The Company intends to use strategic, indirect channel third parties to promote and market its solutions, such as affiliates, distributors, and resellers. The Company may be unable to maintain successful relationships with third-channel parties (indirect sales channels), and business, operating results, and financial condition could be adversely affected.

TheCompany may be unable to respond to the rapid technological change in its industry, which may increase costs and competition that mayadversely affect its business.

Rapidly changing technologies, frequent new product and service introductions, and evolving industry standards characterize the Company’s market. The continued growth of the Internet and intense competition in the Company’s industry exacerbate these market characteristics. The Company’s future success will depend on its ability to adapt to rapidly changing technologies by continually improving its products and services’ performance features and reliability. The Company may experience difficulties that could delay or prevent its products and services’ successful development, introduction, or marketing. In addition, any new enhancements must meet the requirements of its current and prospective users and must achieve significant market acceptance. The Company could also incur substantial costs if it needs to modify its products, services, or infrastructures to adapt to these changes.

The Company also expects new competitors to introduce products, systems, or services that are directly or indirectly competitive with the Company. These competitors may succeed in developing products, systems, and services that have greater functionality or are less costly than the Company’s products, systems, and services and may be more successful in marketing such products, systems, and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce the Company’s services cost and facilitate increased competition by lowering competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.

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TheCompany’s services are offered by several other companies, and its industry is evolving.

Investors should consider the Company’s prospects regarding the risks, uncertainties, and difficulties frequently encountered by companies in their early stage of development, especially companies in the rapidly evolving financial technology industry. To be successful in this industry, the Company must, among other things:

●	develop and introduce functional<br> and attractive service offerings;
●	attract and maintain a<br> large base of consumers;
●	increase awareness of the<br> Company brand and develop consumer loyalty;
●	establish and maintain<br> strategic relationships with distribution partners and service providers;
●	respond to competitive<br> and technological developments;
●	build an operations structure<br> to support the Company’s business; and
●	attract, retain, and motivate<br> qualified personnel.

The Company cannot guarantee that it will achieve these goals, and its failure would adversely affect its business, prospects, financial condition, and operating results.

Some of the Company’s products and services are new and are only in the early stages of commercialization. The Company is not certain that these products and services will function as anticipated or be desirable to its intended market. If the Company’s current or future products and services fail to work correctly or do not achieve or sustain market acceptance, it could lose customers or be subject to claims that could have a material adverse effect on the Company’s business, financial condition, and operating results.

As is typical in a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to high uncertainty and risk. Because the need for the Company is new and evolving, it is difficult to predict the size of this market and its growth rate, if any. The Company cannot guarantee that a need for the Company will develop or that demand for Company services will emerge or be sustainable. If the market fails to materialize, develops more slowly than expected, or becomes saturated with competitors, the Company’s business, financial condition, and operating results will be materially adversely affected.

Specificprovisions of our Articles of Incorporation and Bylaws allow for the concentration of voting power in one individual, which may, amongother things, delay or frustrate the removal of incumbent directors or a takeover attempt, even if such events may be beneficial to ourstockholders.

The provisions of our Articles of Incorporation and bylaws may delay or frustrate the removal of incumbent directors. They may prevent or delay a merger, tender offer, or proxy contest involving the Company not approved by our Board of Directors, even if those events may benefit our stockholders’ interest. For example, David Boulette, our Chairman of the Board, President, and Chief Executive Officer, holds 19,025,000 authorized, issued, and outstanding shares of our common stock. Under our articles of incorporation, the common stock being offered in this prospectus has one vote per share on all matters presented to our stockholders for action. Consequently, the Company will be a controlled company whereby Mr. Boulette has approximately 60.42% voting power , sufficient to control the outcome of all the corporate issues submitted to the vote of our common stockholders. Those matters could include the election of directors, changes in the size and composition of the Board of Directors, and mergers and other business combinations involving the Company. In addition, through his control of the Board of Directors and voting power, he may be able to control certain decisions, including decisions regarding the qualification and appointment of officers, dividend policy, access to capital (including borrowing from third-party lenders and the issuance of additional equity securities), and the acquisition or disposition of assets by the Company. In addition, the concentration of voting power in Mr. Boulette could delay or prevent a change in control of the Company, even if the change in control would benefit our stockholders and may adversely affect the market price of our common stock.

Ifwe fail to establish and maintain an effective internal control system, we may not be able to report our financial results accuratelyor prevent fraud. Any ability to report and file our financial results accurately and timely could harm our reputation and adverselyimpact the future trading price of our common stock.

Effective internal control is necessary to provide reliable financial reports and prevent fraud. Suppose we cannot provide reliable financial reports or prevent fraud. In that case, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and current internal control deficiencies may adversely affect our financial condition, operation results, and access to capital.

Because of the Company’s limited resources, there are limited controls over information processing. There is inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in limitations on the segregation of duties. To remedy this situation, we would need to hire additional staff. Currently, the Company cannot hire other staff to facilitate greater segregation of duties but will reassess its capabilities in the near future.

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Wemay need and be unable to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financialrestrictions on our business.

We have relied upon cash from financing activities, and in the future, we intend to rely on revenues generated from operations to fund all the cash requirements of our activities. There is no assurance that we will be able to generate any significant cash from our operating activities in the future. Deteriorating economic conditions and the effects of ongoing military actions against terrorists may cause prolonged declines in investor confidence in and accessibility to capital markets. Future financing may not be available on time, in sufficient amounts, or on acceptable terms. This financing may also dilute existing stockholders’ equity. Any debt financing or another financing of securities senior to common stock will likely include financial and other covenants that will restrict our flexibility. At a minimum, we expect these covenants to restrict our ability to pay dividends on our common stock. Any failure to comply with these covenants would adversely affect our business, prospects, financial condition, and results of operations because we could lose our existing funding sources and impair our ability to secure new funding sources.

Asan “emerging growth company” under the JOBS act, we can rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

●	have an auditor report<br> on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
●	provide an auditor attestation<br> with respect to management’s report on the effectiveness of our internal controls over financial reporting;
●	comply with any requirement<br> that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s<br> report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
●	submit certain executive<br> compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
●	disclose certain executive<br> compensation-related items, such as the correlation between executive compensation and performance and comparisons of the Chief Executive<br> Officer’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (“Securities Act”) to comply with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to avail ourselves of the delayed adoption of new or revised accounting standards. Therefore, we will adopt new or revised generally accepted accounting principles in the United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging growth companies.

The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act will differ from registration statements filed by other companies as follows:

(i) audited financial statements required for only two fiscal years;

(ii) selected financial data required for only the fiscal years that were audited;

(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our common stock that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

However, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.

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RisksRelated to our Securities

Ourexecutive officers and directors will continue to exercise significant control over us for the foreseeable future, which will limit ourshareholders ability to influence corporate matters and could delay or prevent a change in corporate control.

Our executive officers and directors currently hold or have the right to acquire, in the aggregate, up to approximately 61.46% of our outstanding common stock. As a result, these stockholders will be able to influence our management and affairs and heavily influence the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

These stockholders may have interests, with respect to their common stock, that are different from our other stockholders and the concentration of voting power among one or more of these stockholders may have an adverse effect on the price of our common stock.

In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our company; (2) impeding a merger, consolidation, takeover or other business combination involving our company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.

Wedo not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

Ourstock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

●	changes in our industry;
●	competitive pricing pressures;
●	our ability to obtain working<br> capital financing;
●	additions or departures<br> of key personnel;
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●	conversions from preferred<br> stock to common stock;
●	sales of our common and<br> preferred stock;
●	our ability to execute<br> our business plan;
●	operating results that<br> fall below expectations;
●	loss of any strategic relationship;
●	regulatory developments;<br> and economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

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Weare subject to the periodic reporting requirements of the Exchange Act, which require us to incur audit fees and legal fees for preparingsuch reports. These additional costs will negatively affect our ability to earn a profit.

We are currently subject to the periodic reporting requirements of the Exchange Act. To comply with such requirements, our independent registered auditors will have to review our financial statements quarterly and audit our financial statements annually. Moreover, our legal counsel will have to review and assist in preparing such reports. Although the approximately $180,000 we have estimated for these costs should be sufficient for the 12 months following the completion of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined now and may have a significant negative effect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that you become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.

Ifwe fail to meet Nasdaq’s continued listing requirements, this could result in a delisting of our common stock.

If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we anticipate that we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to remain listed on Nasdaq, stabilize our market price, improve the liquidity of our common stock, prevent our common stock from dropping below Nasdaq’s minimum bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

ITEM 1B.	UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.	CYBERSECUIRTY

The Company recognizes that cybersecurity risks present a growing and evolving challenge. We are committed to protecting our systems, networks, and data from unauthorized access, disruption, or damage that could adversely affect our operations, customers, or stakeholders.

CybersecurityRisk Management and Strategy

We have implemented a multi-layered cybersecurity program designed to identify, assess, and manage material risks related to information technology systems and data. Our approach includes:

●	Continuous<br> monitoring of systems for vulnerabilities, unauthorized access, and threats;
●	Use<br> of third-party security assessments and tools, including firewalls, endpoint detection and response (EDR), encryption, and secure<br> cloud infrastructure.
●	Regular<br> employee training on data security, phishing awareness, and incident response protocols;
●	A<br> cybersecurity incident response plan that includes identification, containment, remediation, and notification procedures.

We align our cybersecurity controls with industry standards and frameworks, including principles derived from the NIST Cybersecurity Framework.

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Impactof Cybersecurity Risks on Business

To date, the Company has not experienced a cybersecurity incident that has materially affected our operations, reputation, or financial performance. However, like other public companies, we remain exposed to cyber threats that may arise from internal or external sources. We continue to invest in technologies and partnerships to mitigate such risks and safeguard our digital assets.

Governanceand Oversight

BoardOversight:

The Board of Directors, through the Audit Committee, has primary oversight of responsibility for cybersecurity risks. Cybersecurity matters are reviewed at least annually, or more frequently if needed, in connection with strategic planning and risk management discussions.

ManagementOversight:

Our Compliance Officer leads day-to-day cybersecurity risk management in conjunction with third-party cybersecurity consultants. Our Compliance Officer oversees our cybersecurity protocols and is responsible for ensuring the effective execution of incident response and recovery processes. Reports regarding cybersecurity risk assessments, incidents (if any), and mitigation efforts are provided to the Board at regular intervals.

ITEM 2.	PROPERTIES

As of September 2021 to March 2025, the Company’s corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067. Effective March 2025, the Company’s new corporate address was changed to 2029 Century Park E, Suite 400#N, Los Angeles, CA 90067 (“California Lease”) because of changes in Regus’ location. There were no changes in the lease agreement, and the California Lease remains on a month-to-month basis, entitling the Company to use the office and conference space on a need-only basis. The new lease is $291 per month, which is included in the general and administrative expenses. 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.

ITEM 3.	LEGAL PROCEEDINGS

The Company discloses a loss contingency if there is at least a reasonable possibility of material loss. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. When no best estimate is available, we reasonably estimate a range of losses; the Company records the minimum estimate as a liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and updates its disclosures accordingly. We record the Company’s legal costs associated with defending itself against expenses incurred. The Company is currently not involved in any litigation.

ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.

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PART

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET

INFORMATION

Our common stock is traded on the Nasdaq Capital Market under the symbol “GOAI”.

TRANSFER

AGENT

The Company selected Equiniti Trust Company, LLC as its Transfer Agent.

HOLDERS

As of the date of this Annual Report, the Company had 31,342,285 shares of our common stock issued and outstanding held by 906 holders of record.

DIVIDEND

POLICY

Since our formation, we have not declared or paid dividends on our common stock and do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, will be at the discretion of our Board of Directors and will depend on our current financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

SECURITIES

AUTHORIZED UNDER EQUITY COMPENSATION PLANS

We have no equity compensation or stock option plans.

RECENT

SALES OF UNREGISTERED SECURITIES

All of the Company’s recent sales of unregistered securities within the past three years were previously reported as required in Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K or are set forth below.

On June 12, 2024, in connection with the execution of a financial advisory and investment banking engagement letter with Maxim Group LLC, the Company issued 750,000 shares of its Common Stock (187,500 shares on a post-reverse-split basis) to Maxim or its designees as partial consideration for advisory services. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares are subject to restrictions on transfer under Rule 144, and carry unlimited piggyback registration rights and the same rights afforded to other holders of the Company’s Common Stock. The Company valued the shares at $3.00 per share (pre-split price on the grant date), resulting in total non-cash compensation of $2,257,000.

The Company is further obligated to issue 1,000,000 additional shares of Common Stock (250,000 shares on a post-reverse-split basis) to Maxim upon the Company’s listing on a national securities exchange. This contingent share issuance was triggered upon the Company’s listing on the Nasdaq Capital Market on January 28, 2026. As of the date of the report, the Company has not issued these shares.

On March, 12, 2025, May 28, 2025, July 25, 2025, September 23, 2025 and November 14, 2025, the Company entered into securities purchase agreements with 1800 Diagonal and issued 1800 Diagonal promissory notes (Diagonal #1, Diagonal #2, Diagonal #3, Diagonal #4 and Diagonal #5) with an aggregate principal of $848,685 for aggregate purchase prices of $735,000. The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. See “Business—Description of Business— Recent developments” for the full information about these promissory notes, such information is hereby incorporated by reference into this Item 5.

On March, 12, 2025 and July 25, 2025, the Company entered into securities purchase agreements with Boot Capital and issued Boot Capital promissory notes (Boot #1 and Boot #2) with an aggregate principal of $229,455 for aggregate purchase prices of $200,000. The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. See “Business—Description of Business— Recent developments” for the full information about these promissory notes, such information is hereby incorporated by reference into this Item 5.

On December 10, 2025, the Company issued a promissory note to an individual in the principal amount of $110,000 for funding of $100,000. The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. See “Business—Description of Business— Recent developments” for the full information about this promissory note, such information is incorporated by reference into this Item 5.

ITEM 6.	[RESERVED]

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ThisAnnual Report contains forward-looking statements. Our actual results could differ materially from those set forth due to generaleconomic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysisof our financial condition and results of operations should be read together with the audited financial statements and accompanying notesand the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicableSecurities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

COMPANY

OVERVIEW

The Company’s year-end is December 31.

Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.

On January 28, 2026, after obtaining the required Nasdaq approval, our common stock started to trade on Nasdaq under the symbol “GOAI”.

CurrentOperations

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.

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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.

OperatingExpenses: 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.

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Mediatraffic 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.

Amortizationand depreciation expenses include the expenses related to the development of the Eva Platform.

NetIncome (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.

Netmargin: 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.

FinancialConditions 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

FiscalYear 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<br> <br>(Audited)		December 31, 2024<br> <br>(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.

NetIncome (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.

Mediatraffic

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.

Amortizationand 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

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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.

DebtFinancing 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.

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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 — Goodwilland 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, Presentationof 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.

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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.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited consolidated financial statements of Eva Live Inc., including the notes thereto, together with the report thereon of Lao Professionals, our independent registered public accounting firm, are included in this Annual Report as a separate section beginning on page F-1.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On May 5, 2024, the Company terminated its relationship with its independent registered public accounting firm, BF Borgers CPA PC (“BF Borgers). The decision to change independent registered public accounting firms was made with the recommendation and approval of the Board of Directors of the Company.

On May 5, 2024, the Company engaged Michael Gillespie & Associates, PLLC (“Gillespie”) as BF Borgers’ replacement. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Board of Directors of the Company.

BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period until the change, there were no (i) disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to refer such disagreements in its audit reports, and (ii) there were no “reportable events” requiring disclosure pursuant to paragraph (a)(1)(v) of Item 304 of Regulation S-K.

As previously disclosed by the Company in its Current Report on Form 8-K filed on May 7, 2024, the SEC has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the above statements, the Company may indicate that BF Borgers was not permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

On May 5, 2024, the Company engaged Michael Gillespie & Associates, PLLC (“Gillespie”) as its independent registered public accounting firm. The decision was made with the recommendation and approval of the Board of Directors of the Company.

On March 21, 2025, the Board of Directors approved the dismissal of Gillespie as the Company’s independent registered public accounting firm. Gillespie had been engaged on May 5, 2024, but had not completed any audit reports for the Company and did not issue any reports on the Company’s financial statements. The Company determined that it was in the best interest of the Company and its shareholders to make this change due to delays in the commencement of the audit and the auditor’s requests for documentation that the Company believes were beyond the customary scope necessary for the engagement.

During the fiscal years ended December 31, 2024, and December 31, 2025, and the subsequent interim period through the date of dismissal, there were no (i) disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Gillespie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Gillespie’s satisfaction, would have caused Gillespie to make reference to the subject matter of the disagreement in its reports, and (ii) no “reportable events” requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Gillespie with a copy of the foregoing disclosure and requested that Gillespie furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. The Company has not received any letter from Gillespie stating whether or not it agrees with the statements made above.

On March 21, 2025, the Company engaged Olayinka Oyebola & Co. (“Olayinka”) as its independent registered public accounting firm for the fiscal year ending 2023 and 2024. The selection of Olayinka was based on its ability to meet the Company’s reporting requirements and its alignment with the Company’s needs. Olayinka is a member of the Public Company Accounting Oversight Board (PCAOB) in the United States and a member of the Canadian Public Accountability Board (CPAB) in Canada.

On April 03, 2025, the Board of Directors of Eva Live Inc. approved the dismissal of Olayinka Oyebola & Co. (“Olayinka”) as its independent registered public accounting firm for the fiscal year ending 2023 and 2024 due to recent changes in Olayinka’s status by OTC Markets Group as a Prohibited Service Provider. Olayinka was only retained by the Company for less than a month, and no reports were filed with the SEC.

On April 03, 2025, the Company engaged Lao Professionals (“LAO”) as its independent registered public accounting firm for the fiscal year ending 2023 and 2024. The selection of LAO was based on its ability to meet the Company’s reporting requirements and its alignment with the Company’s needs.

During the fiscal years ended December 31, 2024, and 2023, and through the date of the Board of Directors’ decision to engage LAO, the Company did not consult LAO Professionals with respect to the application of accounting principles to any specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements. Furthermore, there were no consultations with LAO on any matters that were the subject of a disagreement or a reportable event as defined in Items 304(a)(2)(i) and (ii) of Regulation S-K.

At the time of the above changes, the Company did not have a separately constituted audit committee, and all the above changes were approved by the Board of Directors.

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EVALUATION

OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective at the end of the period covered by this Report.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

MANAGEMENT’S

REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)	pertain<br> to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the<br> assets of our company,
(2)	provide<br> reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in<br> accordance with GAAP and that our receipts and expenditures are being made only in accordance with the authorizations of our management<br> and directors and
(3)	provide<br> reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets<br> that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2025. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025, due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

Management intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes, due to limited personnel, and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying third-party professionals with whom to consult regarding complex accounting applications, and considering additional staff with the requisite experience and training to supplement existing accounting professionals, and implementing additional layers of reviews in the internal controls and financial reporting process.

This Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

CHANGES

IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ended December 31, 2025, that have materially affected or are reasonably likely to affect our internal control over financial reporting materially.

ITEM 9B.	OTHER INFORMATION.

None.

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART

III.

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Name	Age	Position
---	---	---
David<br> Boulette	43	President/CEO/Director
Phil<br> Aspin	42	Independent<br> Director
Daryl<br> Walser	43	Director
Terry<br> R. Fields	82	Independent<br> Director
Rizvan<br> Jamal	44	Independent<br> Director
Ali<br> Shadman	62	Independent<br> Director
Imran<br> Firoz	53	Interim<br> Chief Financial Officer

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors meeting, following the annual meeting of stockholders, and until their successors have been elected and qualified.

DavidBoulette, Founder, President, CEO, and Director

David Boulette has served as the Company’s director, Chief Executive Officer, and Chief Financial Officer since September 28, 2021.

Effective as of September 22, 2025, Boulette was replaced by Firoz as the Company’s Chief Financial Officer. Boulette has vast expertise in computer technology. From January 2015 to the merger with the Company, Boulette was the founder and CEO of EvaMedia. He was primarily responsible for developing the Eva Platform. He is knowledgeable in a vast array of computer operating systems (such as Windows, Linux, Solaris, UNIX, Mac OS, Vista) and languages (such as C++, Java, JSP, Prolog, Oracle, DB2, Flash, ActionScript, to name just a few). He has over ten years of software development experience, extensive UML experience, and database design expertise using Oracle and SQL 2000/2005. Boulette received his BSc in Company Science in 2005 from WLU, Waterloo, Ontario. The Company believes Boulette is a suitable director due to his extensive technology experience.

PhilAspin, Independent Director

Phil Aspin has served as the director of the Company since September 28, 2021.

Mr. Aspin is a dynamic, highly trained, and skilled business developer with a deep understanding of the online marketplace and online strategy and a flair for innovation. He has proven success in all previous roles, evidenced by a consistent record of generating revenue, achieving targets, advancing business objectives, and overseeing multi-million-dollar projects. Mr. Aspin has comprehensive experience working in fast-paced environments and possesses strong influencing skills at all senior business leader and stakeholder levels. Mr. Aspin is suited to be the director of the Company due to his experience in online marketing.

DarylWalser, Chief Marketing Officer, Director

Walser has served as the Chief Marketing Officer and director of the Company since September 28, 2021.

Walser has extensive operations and business development expertise in various public, government, and private sectors. He is an accomplished professional in digital media solutions, lean manufacturing, operations management, supply chain, inventory management, and logistics. From March 2019 to the present, Walser has worked as the Plant Manager at LafargeHolcim Group, Canada’s largest provider of sustainable construction materials and a global group member. In September 2002, Walser received his Diploma in logistics, materials, and supply chain management from Conestoga College, Kitchener, Ontario, Canada. Walser is suited to sit on the Board of Directors because of his long-term business experience and internet technology experience.

TerryR. Fields, Independent Director

Terry Fields has served as the director of the Company since January 2009.

Fields boasts an impressive career spanning more than four and a half decades as a legal professional in California. He has gained valuable experience and insight through his roles as an officer and director for multiple publicly traded companies across the United States and Canada. His wealth of knowledge is deeply rooted in corporate and securities law, further enhancing his professional credentials. Fields commenced his academic journey at the University of California, Los Angeles (UCLA), where he attained his undergraduate degree in Bachelor of Science. He subsequently pursued legal studies at the University of Loyola Law School in Los Angeles, earning his Juris Doctorate. With this solid educational foundation, Terry has made a significant impact in the legal field and continues to do so.

AliShadman, Independent Director

Ali Shadman is an independent director of the Company, having served since June of 2025.

Ali Shadman has served as the Founder and Managing Director of Davidan Systems Inc., a technology advisory and strategy consulting firm based in Orange County, California, since June 2019. In this role, Mr. Shadman has advised technology companies on optimizing their product portfolios, strengthening partner ecosystems, and enhancing go-to-market execution. In December 2023, he was appointed Chief Executive Officer of Genimous Interactive Investment Co., Ltd., where he oversees the company’s strategic development and investment initiatives. He also serves as a Board Member of Eightpoint Interactive Inc., a digital marketing company, providing strategic guidance to its executive leadership team.

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Mr. Shadman brings extensive leadership experience across both public and private companies, with a focus on digital transformation, operational scaling, and innovation in technology services. His recent work builds upon prior C-suite roles at global firms, and he continues to contribute thought leadership in the fields of technology consulting and corporate governance.

Mr. Shadman completed his Postgraduate Diploma in Operations Research from London Metropolitan University in the United Kingdom in June 1983. He obtained his Bachelor of Science with Honors in Mathematics and Computer Sciences from the University of Essex, United Kingdom, in June 1982.

RizvanJamal, Independent Director

Rizvan Jamal is an independent director of the Company and has served since May 2025.

From March 2001 to the present, Jamal served as the President and Principal Broker of Clarity Mortgage Inc., where he has led the structuring of over $4 billion in capital facilities on behalf of institutional investors, Schedule A banks, and private capital funds. Jamal has an extensive background in mortgage brokerage, having launched and managed national commercial and residential firms.

In addition to his financial acumen, from January 2001 to the present, Jamal has served as the founder and CEO of Welcome Home Construction Ltd., overseeing the development and construction of numerous residential and multi-family projects across Ontario and Nova Scotia. His project portfolio includes custom homes, apartment complexes, and large-scale planned communities, with a focus on innovative design and full-spectrum real estate management from financing to post-sale support.

Jamal’s leadership is marked by a hands-on approach to construction management and a commitment to redefining the homebuilding experience. His unique expertise spans budgeting, loan underwriting, capital financing, and project execution, making him a pivotal figure in both the mortgage and real estate development industries.

Jamal obtained his Mortgage Broker License from Seneca Polytechnic in Toronto, Ontario, Canada, in 2022, and is licensed under the Financial Services Commission of Ontario (FSCO). He earned his degree in Marketing and Business from Conestoga College in Kitchener, Ontario, in 2021. Additionally, he has held a Vendor Building License since 2019, further demonstrating his commitment to professional excellence and regulatory compliance in the industry.

ImranFiroz, Interim Chief Financial Officer

Firoz is currently the Interim Chief Financial Officer of the Company, having served since September 22, 2025. Firoz has served as a financial and management consultant to the Company and its predecessor entities since May 2019, prior to the reverse merger of EvaMedia Corp. into Eva Live Inc. During this time, he has played a key role in the Company’s financial strategy, audit readiness, capital markets planning, and uplisting initiatives. He has overseen key CFO-level functions prior to his formal appointment. His knowledge of the Company’s operations and strategic direction provides vital continuity and leadership for the Company.

From January 2016 to the present, Firoz has also served as Co-Founder, Chief Financial Officer, and Director of FDCTech, Inc., where he is responsible for strategic planning and corporate development, mergers and acquisitions (M&A), financial restructuring, and risk management. Since January 2019, he has owned Spark Capital Investments, LLC, a consulting firm that assists small-sized private and public companies by providing financial and management advisory services.

Firoz received his MBA in April 2001 from the Richard Ivey School of Business, University of Western Ontario, Canada. He earned his Bachelor of Engineering (Chemical) in July 1993 from Aligarh Muslim University in India. He has been a Certified Financial Risk Manager (FRM) from the Global Association of Risk Professionals (GARP), New Jersey, since January 2003.

TERM

OF OFFICE

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than one member. Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR

INDEPENDENCE

Our board of directors is currently composed of six (6) members, four (4) of whom are currently independent. A director is not required to hold any shares in our Company to qualify to serve as a director. Subject to making appropriate disclosures to the Board of Directors in accordance with our Articles of Incorporation, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested; in voting in respect to any such matter, such director should take into account his or her director’s duties. To the extent permitted by our Articles of Incorporation, a director may exercise all the powers of the company to borrow money; mortgage its business, property, and uncalled capital; and issue debentures or other securities whenever money is borrowed or as security for any obligation of the Company or of any third party.

Codeof Business Conduct and Ethics

The Board adopted a code of business conduct and ethics (the “Code”) that applies to our directors, officers and employees. A copy of this Code is available on our website at www.evaxai.com. We intend to disclose on our website any amendments to and waivers of the Code that apply to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions.

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InsiderTrading Policy

Our board of directors has adopted an insider trading policy filed hereto as Exhibit 19.1 and is incorporated herein by this reference.

Committeesof the Board of Directors

We are required by Nasdaq to establish an audit committee and a compensation committee, and, if we elect to nominate directors through a committee, a nominating and corporate governance committee under the Board of Directors. Nasdaq also requires us to have adopted a charter for each of these committees. Each committee’s members and functions are described below.

AuditCommittee

Our audit committee consists of Rizvan Jamal, Ali Shadman, and Phil Aspin, and it is chaired by Rizvan Jamal. We have determined that all of such directors satisfy the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that of Rizvan Jamal qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:

●	selecting the independent<br> registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent<br> registered public accounting firm;
●	reviewing with the independent<br> registered public accounting firm any audit problems or difficulties and management’s responses;
●	reviewing and approving<br> all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
●	discussing the annual audited<br> financial statements with management and the independent registered public accounting firm;
●	reviewing the adequacy<br> and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control<br> major financial risk exposures;
●	annually reviewing and<br> reassessing the adequacy of our audit committee charter;
●	meeting separately and<br> periodically with management and the independent registered public accounting firm;
●	monitoring compliance with<br> our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance;<br> and
●	reporting regularly to<br> the Board of Directors.

CompensationCommittee

Our compensation committee consists of Ali Shadman, Terry Fields, and Phil Aspin, and it is chaired by Ali Shadman. We have determined that these directors satisfy the “independence” requirements of the Nasdaq Listing Rules. The compensation committee assists the Board of Directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our Chief Executive Officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

●	reviewing and approving,<br> or recommending to the Board of Directors for its approval, the compensation for our Chief Executive Officer and other executive<br> officers;
●	reviewing and recommending<br> to the Board of Directors for determination with respect to the compensation of our non-employee directors;
●	reviewing periodically<br> and approving any incentive compensation or equity plans, programs, or other similar arrangements; and
●	selecting a compensation<br> consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence<br> from management.

Nominatingand Corporate Governance Committee

Our nominating and corporate governance committee consists of Phil Aspin, Ali Shadman, and Rizvan Jamal, and it is chaired by Rizvan Jamal. We have determined that these directors satisfy the “independence” requirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the Board of Directors in selecting individuals qualified to become our directors and in determining the composition of the Board of Directors and its committees. The nominating and corporate governance committee is responsible for, among other things:

●	recommending nominees to<br> the Board of Directors for election or re-election to the Board of Directors or for appointment to fill any vacancy on the Board<br> of Directors;
●	reviewing annually with<br> the Board of Directors the current composition of the Board of Directors in regard to characteristics such as independence, knowledge,<br> skills, experience, expertise, diversity, and availability of service to us;
●	selecting and recommending<br> to the Board of Directors the names of Directors to serve as members of the audit committee and the compensation committee, as well<br> as of the nominating and corporate governance committee itself;
●	developing and reviewing<br> the corporate governance principles adopted by the Board of Directors and advising the Board of Directors with respect to significant<br> developments in the law, practice of corporate governance, and our compliance with such laws and practices; and
●	evaluating the performance<br> and effectiveness of the Board of Directors as a whole.

There are no family relationships among our directors or officers. Other than as described above, we are unaware of any other conflicts of interest with our executive officers or directors.

INVOLVEMENT

IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter, or control person of our company has, during the last ten years, (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation concerning such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

STOCKHOLDER

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

We have yet to implement a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the board listens to stockholders’ views of directors and that the appropriate responses are timely. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.

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EXECUTIVE

COMPENSATION

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officer for the fiscal year ended December 31, 2025, and 2024:

Name and<br> Principal			Salary	Bonus	Stock<br> Awards	Option<br> Awards	Non-Equity<br> Incentive Plan Compensation	Nonqualified<br> Deferred Compensation	All<br> Other Compensation	Total
Position	Period		()	()	()	()	()	()	()	()
David Boulette,<br> CEO ^(1)^		2025
		2024

All values are in US Dollars.

^(1)^	Appointed<br> CEO, CFO, President, and Director on September 28, 2021. Mr. Boulette resigned as Chief Executive Officer on September 22, 2025.

From October 2021 to December 2023, Mr. Boulette is accruing his salary at $18,000 per month. From January 2024 to May 2025, the Company paid Mr. Boulette a monthly compensation of $30,000 per month, with increases each succeeding year, should the agreement be approved annually by the Company.

On May 31, 2025, the Company entered into an employment agreement with David Boulette to serve as its Chief Executive Officer. Pursuant to the agreement, Mr. Boulette will receive an annual base salary of $552,000, a performance bonus equal to 5% of the Company’s net profit before tax as determined by the Board, and stock options to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share, subject to a five-year vesting schedule.

Pursuant to the terms of his employment agreement, the Company may terminate Mr. Boulette employment for Cause, as defined in his employment agreement, at any time, and may terminate is employment without Cause upon 30 days’ written notice, and in such case, Mr. Boulette will be entitled to receive the base salary for the remainder of the term or six months’ severance, whichever is greater.

The Company further intends to provide cash and equity incentives based on meeting certain sales criteria, which the Board of Directors will review quarterly and annually. The Company still needs to formalize performance-based bonuses and other incentive agreements. The Company intends to pay each executive monthly at the beginning of the month.

STOCK

OPTION GRANTS

We had no outstanding equity awards as of the end of the fiscal period ending December 31, 2025, or through the filing date of this Annual Report.

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INSIDER

TRADING POLICY

The Company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities that applies to the Company and our officers and directors, as well as our employees who have regular access to material, nonpublic information about the Company in the normal course of their duties. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

DIRECTOR

COMPENSATION

The Company compensates its non-employee directors pursuant to written Independent Director Agreements approved by the Board of Directors. Under these agreements, Messrs. Phil Aspin and Daryl Walser are each entitled to an annual cash retainer of $60,000, while Messrs. Rizvan Jamal and Ali Shadman are each entitled to an annual cash retainer of $50,000, payable in equal quarterly installments. Directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their service.

The following table sets forth summary information regarding compensation earned by or paid to each person who served as a non-employee director of the Company during the fiscal year ended December 31, 2025. Compensation for David Boulette, who serves as both Chief Executive Officer and a member of the Board of Directors, is disclosed in the “Executive Compensation” section of this Annual Report on Form 10-K, and Mr. Boulette does not receive any additional compensation for his service as a director.

Director Compensation Table — Fiscal Year Ended December 31, 2025

Name	Fees Earned or Paid in Cash ()	^^	Stock Awards ()	Option Awards ()	Non-Equity Incentive Plan ()	All Other Comp. ()	Total ()
Phil Aspin		^(1)^
Daryl Walser		^(1)^
Rizvan Jamal		^(2)^
Ali Shadman		^(2)^

All values are in US Dollars.

^(1)^ Represents the full annual cash retainer earned for service as a non-employee director during the fiscal year ended December 31, 2025. As of December 31, 2025, the aggregate amount of $178,334 in director fees had been accrued but not yet paid. 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. No cash payments were made to employees and non-employee directors during the fiscal year ended December 31, 2025.

Description of Director Compensation Arrangements

Non-employee directors did not receive any stock awards, option awards, non-equity incentive plan compensation, or other forms of compensation during the fiscal year ended December 31, 2025. There are no equity compensation plans or arrangements currently in effect for non-employee directors.

As of December 31, 2025, no non-employee director held any outstanding stock options or unvested stock awards granted by the Company.

The Company does not maintain a formal director’s retirement plan or deferred compensation plan for its non-employee directors. Directors do not receive per-meeting fees or committee fees. The Company does not currently have a separately constituted audit committee, compensation committee, or nominating and corporate governance committee.

In the fiscal year ending December 31, 2024, the Company issued 100,000 shares for services at the rate of $2.73 per share, based on the closing market price on July 15, 2024, to directors in lieu of their services. Daryl Walser received 50,000 shares for services rendered to the Company as its Director, valued at $136,500, and Phil Aspin received 50,000 shares for services rendered to the Company as its Director, valued at $136,500.

ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of the date of this Annual Report, the number of shares of common stock of our Company that is beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all sole officer and director as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security, and that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities because they may not have any beneficial financial interest. Except as noted below, each person has sole voting and investment power.

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As of the date of this Annual Report, we have calculated the percentages below based on 31,485,389 shares of our common stock issued and outstanding.

			Number of Shares		Percent of
Name and Address ^(1)^	Title of Class		Beneficially Owned		Outstanding Common Shares
Officers and Directors
David Boulette		Common		19,025,000		60.42	%
Phil Aspin		Common		151,250		0.48	%
Daryl Walser		Common		123,750		0.39	%
Terry R. Fields		Common		133,334		0.42	%
Rizvan Jamal		Common		0		0.00	%
Ali Shadman		Common		0		0.00	%
Imran Firoz		Common		50,133		*	%
Officers and Directors as a group (6 persons)		Common		19,483,467		62.16	%
5%+ Stockholders
David Boulette		Common		19,025,000		60.42	%
1623662 Alberta Inc^(2)^		Common		1,633,672		5.19	%
^(1)^	The<br> address for all officers and directors is 2029 Century Park East, Suite # 400N, Los Angeles, CA 90067.
---	---
^(2)^	Controlled by Ross Ewaniuk, 2028 Sirocco Dr SW Calgary, AB T3H 2M9, Canada.
^*^	Less<br> than one percent (1%).
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
---	---

The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest.

The SEC rules define a related party transaction to include any transaction, arrangement or relationship which: (i) we are a participant; (ii) the amount involved exceeds $120,000; and (iii) executive officer, director or director nominee, or any person who is known to be the beneficial owner of more than 5% of our Common Stock, or any person who is an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our Common Stock had or will have a direct or indirect material interest.

Although we do not maintain a formal written procedure for the review and approval of transactions with such related persons, it is our policy for the disinterested members of our Board to review all related party transactions on a case-by-case basis. To receive approval, a related-party transaction must have a legitimate business purpose for us and be on terms that are fair and reasonable to us and our stockholders and as favorable to us and our stockholders as would be available from non-related entities in comparable transactions.

All related party transactions must be disclosed in our applicable filings with the SEC as required under SEC rules.

AccountsPayable – Related Party

David Boulette, CEO of the Company, occasionally provides funding for the Company’s working capital. As of December 31, 2025, and December 31, 2024, the accounts payable – related party were $0 and $68,209.

AccruedExpenses – Related Party

David Boulette, CEO of the Company, occasionally provides funding for the Company’s working capital. As of December 31, 2025, Boulette paid $3,492 for the rent. This is included in the accrued expenses – related party.

Firoz, interim CFO of the Company, has a monthly salary of $10,500. As of December 31, 2025, his unpaid salaries of $31,500 is included in the accrued expenses – related party.

The total balance of accrued expenses as of December 31, 2025, is $34,992.

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AUDIT

FEES

For the fiscal year ending December 31, 2025, and 2024, the Company paid $30,100 and $0, respectively, to LAO Professionals. For the fiscal years ending December 31, 2025, and 2024, the Company paid $0 and $26,498, respectively, to Gillespie.

The fees include auditing our annual financial statements for 2024 and 2023 and reviewing Forms S-1, 10-K, and 10-Q, or services generally provided by the accountant concerning statutory and regulatory filings for the fiscal year.

BOARD

OF DIRECTORS PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Board of Directors’ policy is to pre-approve all our independent registered public accounting firm’s services. For fiscal 2025, our Board of Directors pre-approved 100% of our independent registered public accounting firm’s services. These services include audit services. Our independent registered public accounting firm must periodically report to our Board of Directors regarding the extent of services offered by our independent registered public accounting firm by this pre-approval policy. Our Board of Directors may also delegate pre-approval authority to one or more members. Such members must report any pre-approval to our Board of Directors at the next meeting.

AUDIT-RELATED

FEES

We incurred neither fees nor expenses for 2025 and 2024 for professional services rendered by LAO Professionals and BF Borgers for audit-related fees other than those disclosed above under the caption “Audit Fees.”

TAX

FEES

We incurred neither fees nor expenses for 2025 and 2024 for professional services rendered by LAO Professionals Olayinka, Gillespie, and BF Borgers for tax compliance, tax advice, or tax planning other than the fees disclosed above under the caption “Audit Fees.”

OTHER

FEES

We incurred no other fees or expenses for 2025 and 2024 for any other products or professional services rendered by LAO Professionals and BF Borgers other than those described above.

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PART

ITEM 15.	Exhibits and FINANCIAL STATEMENT SCHEDULES.

(a)(1)Financial Statements

Our consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report commencing on page F-1.

(a)(2)Financial Statements Schedules

All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.

(a)(3)Exhibits

Exhibit	Item
3.1	Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026).
3.2	Certificate of Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026).
3.3	By-Laws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026).
3.4	Certificate of Amendment to Bylaws (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026)
4.1*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#1, March 12, 2025)
4.2*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#2, May 28, 2025)
4.3*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#3, July 25 12, 2025)
4.4*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#4, September 23, 2025)
4.5*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#5, November 14, 2025)
4.6*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#6, January 14, 2026)
4.7*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#7, January 28, 2026)
4.8*	Promissory Note between the Company and Boot Capital LLC (#1, March 12, 2025)
4.9*	Promissory Note between the Company and Boot Capital LLC (#2, July 25, 2025)
4.10*	Promissory Note between the Company and Boot Capital LLC (#3, January 14, 2026)
4.11*	Promissory Note between the Company and Boot Capital LLC (#4, January 28, 2026)
4.12*	Promissory Note between the Company and the Investor (December 10, 2025)
4.13	Form of Initial Note (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Current Report on Form 8-K, filed on February 24, 2026)
4.14*	Description of Securities
10.1	Sales Purchase Agreement between the Company and EvaMedia Corp. dated September 28, 2021 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed on July 7, 2023)
10.2	Debt Settlement Agreement between the Company and Terry Fields dated September 28 2021 Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, filed on July 7, 2023)
10.3	Employment Agreement with David Boulette dated May 31, 2025 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Current Report on Form 8-K, filed on June 5, 2025)
10.4	Independent Director Agreement with Ali Shadman dated June 2, 2025 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Current Report on Form 8-K, filed on June 5, 2025)
10.5*	Independent Director Agreement with Rizvan Jamal
10.6*	Securities Purchase Agreement between the Company and Boot Capital LLC dated July 25, 2025
10.7*	Securities Purchase Agreement between the Company and 1800 Diagonal Lending LLC dated July 25, 2025
10.8*	Media Buying Agreement between the Company and Brightcast LLC dated May 5, 2022
10.9*	Marketing Agreement between Registrant and TechAds Media Ltd dated September 1, 2020
10.10*	Form of Warrant Agency Agreement
10.11*	Employment Agreement with Imran Firoz dated September 22, 2025.
10.12*	Securities Purchase Agreement between the Company and 1800 Diagonal Lending LLC dated September 23, 2025
10.13	Securities Purchase Agreement, dated February 24, 2026 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Current Report on Form 8-K, filed on February 24, 2026)
10.14	Security Agreement, dated February 24, 2026 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Current Report on Form 8-K, filed on February 24, 2026)
14.1*	Code of Ethics
16.1	Letter from Olayinka Oyebola & Co., dated April 3, 2025 (Incorporated by reference to Exhibit 16.1 to the Registrant’s Registration Current Report on Form 8-K, filed on April 4, 2025)
19.1*	Insider Trading Policy
21.1*	List of Subsidiaries
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*	Compensation recovery (clawback) policy
101.INS*	Inline<br> XBRL Instance Document
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

ITEM 16.	Form 10-K Summary.

None**.**

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 16, 2026.

EVA LIVE INC.
(Registrant)
By:	/s/ David Boulette
Name:	David<br> Boulette
Title:	President<br> and CEO (principal executive officer
By:	/s/ Imran Firoz
Name:	Imran<br> Firoz
Title:	CFO<br> (principal financial and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Boulette	President,<br> CEO, Secretary and Director	March 16, 2026
/s/ Imran Firoz	CFO	March 16, 2026
Signature	Title	Date
---	---	---
/s/ Phil Aspin	Director	March 16, 2026
/s/ Daryl Walser	Director	March 16, 2026
/s/ Terry Fields	Director	March 16, 2026
/s/ Rizvan Jamal	Director	March 16, 2026
/s/ Ali Shadman	Director	March 16, 2026

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EVA

LIVE INC.

FINANCIAL

STATEMENTS

As

DECEMBER

31, 2025

Together

with

Report

of Independent Registered Public Accounting Firm

| F-1 |

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EVA

LIVE INC.

Index

to Consolidated Financial Statement

	Pages
Report of Independent Registered Public Accounting Firm (ID 7057)	F-3
Consolidated Balance Sheet as of December 31, 2025 (Audited) and December 31, 2024 (Audited)	F-4
Consolidated Statement of Operations for the fiscal year ended December 31, 2025 (Audited) and December 31, 2024	F-5
Consolidated Statement of Stockholders’ Deficit for the fiscal year ended December 31, 2025 (Audited) and December 31, 2024 (Audited)	F-6
Consolidated Statement of Cash Flows for the fiscal year ended December 31, 2025 (Audited) and December 31, 2024 (Audited)	F-7
Notes to the Consolidated Financial Statement	F-8

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REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Board of Directors and Stockholders of Eva Live Inc.

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Eva Live Inc. (the ‘Company’) as of December 31, 2025, and 2024, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for period ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the period ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company had an accumulated deficit of $20,342,362 and has not yet generated significant revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Impairmentof Accounts Receivable and Accounts Receivable

As disclosed in Note 2, on December 31, 2025, and 2024, management determined that the allowance for doubtful accounts was $1,379,519 and $1,379,519, respectively. The Company bases the allowance for doubtful accounts on its assessment of the collectability of customer accounts, which requires significant judgment.

The principal considerations for our determination that performing procedures relating to impairment of accounts receivable and accounts receivable are critical audit matters are (1) The determination of the impairment involves management judgments. (2) The net account receivable balance is $16,006,624; this is material to the financial statement considering the total revenue. (3) It required a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the results of those procedures.

How We Addressed the Matter in Our Audit

●	We<br> obtained age analysis and verified the accuracy of the accounts receivable aging report by<br> tracing sample items to invoices.
●	We<br> evaluated the assumptions used by reviewing the reasonableness of the provision made and assessing<br> the criteria used in the computation.
●	We<br> inquired about specific accounts, discussing long-overdue accounts with management to identify<br> potential impairment indicators.
●	We<br> obtained confirmation letters from the customers.
●	We<br> evaluated the sufficiency of the audit evidence obtained by assessing the results of the<br> procedures performed over revenue and the Management Memorandum on the audit query.

/S/ Lateef Awojobi

LAO

PROFESSIONALS

(PCAOB

ID 7057)

Lagos, Nigeria

We have served as the Company’s auditor since 2025.

March 16, 2026

| F-3 |

| --- |

EVA

LIVE, INC.

CONSOLIDATED

BALANCE SHEETS

			December 31, 2024<br> <br>(Audited)
Assets:
Current assets
Cash	202,524		$	76,356
Accounts receivable, net of allowance for doubtful accounts of 1,379,519 and 1,379,519, respectively	16,006,624			4,023,578
Prepaid	269			269
Original issuance discount, net	73,482			-
Deferred financing costs, net	18,044			-
Total current assets	16,300,943		$	4,100,203
Furniture, fixtures, and equipment	14,919			6,498
Total assets	16,315,862		$	4,106,701
Liabilities and stockholders’ equity (deficit):
Accounts payable	2,933,844			-
Accrued expenses	2,598,893			2,126,562
Accrued expenses – related party	34,992			-
Notes payable	985,330			400,000
Accrued interest	68,601			13,250
Total current liabilities	6,621,660		$	2,539,812
Total liabilities	6,621,660		$	2,539,812
Commitments and Contingencies (Note 6)	-			-
Stockholders’ equity:
Common stock, par value 0.0001, 300,000,000 shares authorized; 31,342,285 and 31,342,285 shares issued and outstanding, as of December 31, 2025, and December 31, 2024, respectively	3,134			3,134
Additional paid-in capital	30,033,430			30,033,430
Accumulated deficit	(20,342,362	)		(28,469,675	)
Total stockholders’ equity (deficit)	9,694,202		$	1,566,889	)
Total liabilities and stockholders’ deficit:	16,315,862		$	4,106,701

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-4 |

| --- |

EVA

LIVE, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

	December 31, 2025<br> <br>(Audited)			December 31, 2024<br> <br>(Audited)
Sales		17,037,328			9,330,971
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
Operating income (loss)		8,220,257	)		(3,724,915	)
Other income (expense):
Other expense		(92,944	)		(28,353
Total other income (expense)	$	(92,944	)	$	(28,353
Income (loss) before provision for income taxes	$	8,127,313		$	(3,753,268	)
Provision (benefit) for income taxes		-			-
Net income (loss)	$	8,127,313		$	(3,753,268	)
Net loss per common share, basic and diluted		0.26			(0.12	)
Weighted average number of common shares outstanding basic and diluted		31,341,436			31,019,795

The

accompanying notes are an integral part of these consolidated financial statements.

| F-5 |

| --- |

EVA

LIVE, INC.

CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

		Value			Additional<br> <br>paid-in<br> <br>capital			Accumulated<br> <br>deficit			Total<br> <br>stockholders’ deficit
Balance - December 31, 2023	30,763,087	$	3,077		$	24,060,884		$	(24,716,407	)	$	(652,446	)
Shares issued for services valued at 12.04	212,500		21			2,558,415			-			2,558,500
Shares issued for services valued at 10.92	275,000		28			3,002,890			-			3,003,000
Shares issued for payable valued at 5.20	30,000		3			155,988			-			156,000
Shares issued for note settlement valued at 5.20	60,597		6			315,080			-			315,104
Original issue discount for note(s)	-		-			(60,001	)		-			(60,001	)
Reverse split adjustment	1,101		(1	)		1			-			-
Net loss	-		-			-			(3,753,268	)		(3,753,268	)
Balance - December 31, 2024	31,342,285	$	3,134		$	30,033,430		$	(28,469,675	)	$	1,566,889
Balance	31,342,285	$	3,134		$	30,033,430		$	(28,469,675	)	$	1,566,889
Net income (loss)	-		-			-			8,127,313			8,127,313
Balance - December 31, 2025	31,342,285	$	3,134		$	30,033,430		$	(20,342,362	)	$	9,694,202
Balance	31,342,285	$	3,134		$	30,033,430		$	(20,342,362	)	$	9,694,202

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-6 |

| --- |

EVA

LIVE, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

	December 31, 2025<br> <br>(Audited)			December 31, 2024<br> <br>(Audited)
Cash Flows from operating activities:
Net income (loss)	$	8,127,313		$	(3,753,268	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		1,781			-
Amortization expense		96,614			-
Common stock issued for services		-			5,561,500
Changes in operating assets and liabilities:
Accounts receivable		(11,983,046	)		(3,019,965	)
Deferred revenue		-			(150,000	)
Accounts payable and payroll liabilities		3,406,175			215,934
Accrued expenses – related party		34,992			-
Accounts payable – related party		-			(68,209	)
Accrued interest		55,351			13,250
Accounts payable settled with common stock		-			156,000
Original issuance discount, net		(153,140	)		(60,001	)
Deferred financial costs, net		(35,000	)		-
Net Cash used in operating activities	$	(448,960	)	$	(1,104,759	)
Cash flow from investing activities:
Fixed asset, net		(10,202	)		(6,498	)
Net Cash Provided by Investing Activities	$	(10,202	)	$	(6,498	)
Net Cash provided by financing activities:
Notes payable		585,330			400,000
Note settlement		-			315,104
Net Cash Provided by financing activities	$	585,330		$	715,104
Net change in Cash and cash equivalents for the year		126,168			(396,153	)
Cash and cash equivalents at the beginning of the year		76,356			472,509
Cash and cash equivalents at the end of the year	$	202,524		$	76,356
Non-cash investing and financing activities:
Common stock issued for note settlement	$	-		$	315,104
Common stock issued for payable	$	-		$	156,000

The

accompanying notes are an integral part of these consolidated financial statements.

| F-7 |

| --- |

NOTE

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

NATURE

OF OPERATIONS

Background

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.

The Company’s year-end is December 31.

CurrentOperations

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).

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.

●	With<br> 14 days prior written notice to us, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM (cost per<br> thousand impressions) Deliverables.
●	With<br> seven (7) days prior written notice to us, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC<br> (cost per clicks) Deliverables, CPL (cost per leads) Deliverables, or CPA (cost per acquisition) Deliverables, as well as some non-guaranteed<br> CPM Deliverables.
●	With<br> 30 days prior written notice to us, without penalty, for any flat fee-based or fixed-placement Deliverables.
●	Either<br> party may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not<br> cured within ten days after receipt of written notice thereof from the non-breaching party.

| F-8 |

| --- |

NOTE1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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 and 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 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.

Russia– Ukraine Conflict

The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. The Company has no operation exposure in the region affected by war. As of the date of this report, there has been no disruption in our operations.

AdFlareAcquisition

In

a related party transaction, on July 13, 2022, the Company entered into a Share Exchange Agreement (“AdFlare SEA”) with AdFlare Limited, a company duly formed under the laws of Ireland (Reg. Number: 714192) (“AdFlare”), and the shareholders of AdFlare, Phil Aspin, an individual and Stephen Adds, an individual (collectively, the “Shareholders”) whereby the Company acquired One Hundred (100%) percent of the issued and outstanding shares of AdFlare in exchange for 125,000 shares of the Company’s restricted common stock valued at $1,500,000 using the discounted cash flow methodology. Mr. Phil Aspin, co-founder of AdFlare, has been a member of the Company’s Board of Directors since September 28, 2021. The Company carried out the Goodwill Impairment Analysis as of December 31, 2022, where the carrying value of the Goodwill as of December 31, 2022, is $1,500,000. The fair market value of the implied Goodwill is approximately $0, which is less than the carrying value, and thus, the impairment as of December 31, 2022, is $1,500,000.

| F-9 |

| --- |

NOTE1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

RoundingError

ReverseCapitalization

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 27,548,044 (110,192,177 pre-split) shares of the Company’s common stock to shareholders of EvaMedia, and immediately following the Acquisition, 27,792,381 (111,169,525 pre-split) shares of common stock were issued and outstanding. As a result, EvaMedia’s shareholders control 99.12% of 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 Darly Walser. Terry Fields remained the only board member of the company.

We determine EvaMedia 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.

After

the SEC’s order on BF Borgers CPA in May 2024, the Company reevaluated the significant transaction as reverse capitalization instead of a reverse acquisition. On September 28, 2021 (the ‘Acquisition Date’), the Company entered a reverse capitalization transaction (Acquisition) with EvaMedia Corp. (EvaMedia). As per SEC 7050 – Reverse Mergers, A reverse recapitalization is a transaction in which a shell company (as defined in Exchange Act Rule 12b-2) issues its equity interests to effect the acquisition of an operating company. Reverse recapitalization is accounted for as a capital transaction equivalent to the operating company (i.e., the accounting acquirer, EvaMedia) issuing its equity for the net assets of the shell company (the Company), followed by recapitalization. A reverse recapitalization is not accounted for as a business combination because the shell company is not a business. Since reverse recapitalization is not accounted for as a business combination, no goodwill would be recorded because of the reverse recapitalization transaction. Therefore, we have eliminated goodwill of $2,010,606 as of December 31, 2024. Rather, any excess of the fair value of the shares issued by the operating company over the value of the net monetary assets of the shell company is recognized as a reduction to equity. In a reverse recapitalization, the legal acquirer/issuer is a shell company, the Company.

| F-10 |

| --- |

NOTE

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation and Principles of Consolidation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes represent the Company’s management, which is responsible for its integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects. We have applied them consistently in preparing the accompanying financial statements.

FinancialStatement Preparation and Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cashand Cash Equivalents

Cash

and cash equivalents include Cash on hand, deposits at banking institutions, and all highly liquid short-term investments with original maturities of 90 days or less. The Company had a cash balance of $202,524 and $76,356 as of December 31, 2025, and 2024.

AccountsReceivable

Accounts Receivable primarily represent the amount due from the top three (3) customers, representing 72.92% of the accounts receivable. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30 or net 60 terms or n/60, where the payment is due in full 30 or 60 days after the invoice’s date. The Company bases the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible.

On

December 31, 2025, and 2024, management determined that the allowance for doubtful accounts was $1,379,519 and $1,379,519, respectively. The fiscal year’s bad debt expense ended December 31, 2025, and 2024 was $0 and $25,928, respectively.

OfficeLease

Effective

May 21, 2020, the Company’s new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (“California Lease”). The Company has signed the California Lease on a month-to-month basis, entitling the Company to use the office and conference space on a need-only basis. The new lease is $291 per month, included in the General and Administrative expenses. 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.

| F-11 |

| --- |

NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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. Our customers advertise with the media but perform no creative services (media buying services such as online traffic from Eva Live). We also deal with businesses (as described under NAICS 541810) organized to provide a full range of services (i.e., through in-house capabilities or subcontracting), including advice, creative services, account management, production of advertising material, media planning, and buying (i.e., placing advertising).

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. Such terms and conditions offer media companies and advertising agencies an acceptable standard for conducting business for both parties. 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.

The Company adopted ASU 2014-09 Revenue for insertion/purchase orders, or contract(s) (from now on known as ‘contracts’) received from customers.

The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps:

●	Identify<br> the contract(s) and subsequent amendments with the customer.
●	Identify<br> all the performance obligations in the contract and subsequent amendments.
●	Determine<br> the transaction price for completing performance obligations.
●	Allocate<br> the transaction price to the performance obligations in the contract.
●	Recognize<br> the revenue when, or as, the Company satisfies a performance obligation.

The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. The Company presents results for reporting periods beginning after January 1, 2018, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, non-refundable upfront fees, licensing, customer acceptance, and other relevant categories.

The Company accounts for a contract when the Company and the customer (‘parties’) have approved the contract and are committed to performing their respective obligations, where each party can identify their rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration substantially. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice.

The Company considers contract modification as a change in the scope or price (or both) of a contract that the parties approve. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes the existing enforceable rights and obligations of the parties to the contract. The Company assumes a contract modification when approved in writing, by oral agreement or implied by the customary business practice of the customer. If the parties to the contract have not agreed on a contract modification, the Company continues to apply the guidance to the existing contract until the contract modification is approved. The Company recognizes contract modification in various forms – including but not limited to partial termination, an extension of the contract term with a corresponding price increase, adding new goods and services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods or services promised.

| F-12 |

| --- |

NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RevenueRecognition Policy

We generate revenues as a principal-based or an agency-based service provider.

Under the principal-based model, the Company takes a principal position in the contract. The Company uses its platform to buy media (advertising inventory) directly from the media sellers. The Company repackages the advertising inventory for sale to Clients. The Company also performs other advertising and branding work for the Client – such as developing landing pages, websites, widget designs, banner designs, etc. The Company receives the Ad Spend or a marketing budget from the Client to perform such services. In some instances, these services are performed on a non-disclosure basis, meaning the Client does not know what the Company paid for the media space, time, or development. The Company recognizes the total Ad Spend of the Client as its revenue.

Under the agency-based model, the Company acts as an agent of the Client and negotiates deals with media sellers. The Client is responsible for paying the media sellers directly or for paying the Company, which then pays the media sellers on behalf of the Client. Under the agency-based model, the Company earns revenue by charging Clients a platform fee based on a percentage of a Client’s total spend (Ad Spend) on the purchase of the advertising from the Advertising Inventory Supplier (seller). We keep a percentage of that advertising spend as a fee and remit the remainder to the seller. The Company does not have any leverage to control the cost of seller inventory before the purchase by the Client. The platform fee we intend to charge Clients is a percentage of their purchases through our platform, similar to a commission, and the platform fee is not contingent on the results of an advertising campaign.

We recognize revenue upon fulfilling our contractual obligations with a completed transaction, subject to satisfying all other revenue recognition criteria.

Revenue Recognition

We generate revenue from Clients who enter into legally binding agreements with us to use our Eva Demand Side Platform (EVA DSP) and other digital marketing software platforms. We use the following criteria to determine revenue recognition through the following steps:

●	Identification<br> of a legally binding contract with a customer and contract approval by all parties;
●	Identification<br> of the performance obligations and rights regarding the goods or services in the contract;
●	Determination<br> of the transaction price and payment terms;
●	Allocation<br> of the transaction price to the performance obligations in the contract;
●	Recognition<br> of revenue when or as the performance obligations are satisfied; and
●	Collectability<br> of substantially all of the considerations is probable.

We keep agreements with each Client and seller in the form of insertion orders or MSAs, which set out the terms and conditions of the relationship and give access to our platform. Our performance obligation is to provide the use of our platform to Clients to build ad campaigns and select the advertising inventory, data, and other add-on features.

From time to time, the Company will judge if it acts as the principal or agent. As a result, the Company will decide to report revenue on a gross (Ad Spend) basis when acting as a principal for the amount spent on the platform or a net basis for the platform fees charged to the Client when acting as the agent. The Company considers the following guidelines to determine if the Company is acting as a Principal or an Agent to complete its performance obligation:

GAAP Consideration	Principal-Based	Agency-Based
Is<br> another party responsible for fulfilling the contract?	No	Yes
Who<br> owns the advertising inventory?	Company	Media<br> Seller/Client
Who<br> has the discretion in establishing prices for the other advertising inventory?	The<br> Company, as it owns advertising inventory and other branding collateral to resell it to the Client.	Media<br> Seller
The<br> Company’s consideration is in the form of a commission.	No	Yes
Is<br> the Company exposed to credit risk for the amount receivable/Ad Spend from the Client customer in exchange for the other party’s<br> goods or services?	Yes,<br> the Company carries the risk for the amount equal to the Ad Spend and is responsible for paying the media seller.	No,<br> the Client pays the media seller directly, or the Client pays the Company, which pays the media seller. All fully disclosed.

We intend to disaggregate revenue into categories to provide useful information to the users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows. As our customer base expands or we start licensing our platform to third parties or our customers, we intend to divide our revenues into two categories:

a)	Campaign<br> Revenues: Revenues derived from the principal-based model.
b)	Subscription<br> Revenues: Revenues sourced from the agency-based model.

At present, we derive all revenues from the principal-based model.

| F-13 |

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NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

For all its goods and services, at contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the contract. Solutions and services that are not capable of being distinct and distinct within the context of the agreement are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative standalone selling price basis. The Company determines the standalone selling price for each item at the transaction’s inception involving these multiple elements.

Performance<br><br> <br>Obligation	Types of Deliverables	When Performance Obligation is Typically Satisfied
Insertion<br> Order for Online Advertising	The<br> Company sets up the advertising campaign on Eva’s demand-side Platform. It specifies types of ads (banner, search, video, etc.),<br> place of the campaign (Website, mobile, or ad networks), and target of the ads (demographics, interests, etc.).	The<br> Company recognizes the consulting revenues when the customer receives services over the length of the contract. If the customer pays<br> the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes the agreement will not be canceled, renewed, or modified; therefore, the transaction price includes only those the Company has rights to under the present contract. For example, suppose the Company agrees with a customer with an original term of one year and expects the customer to renew for a second year. In that case, the Company will determine the transaction price based on the initial one-year period. When choosing the transaction price, the Company first identifies the fixed consideration, including non-refundable upfront payment amounts.

To allocate the transaction price, the Company allocates an amount that best represents the consideration the entity expects to receive for transferring each promised good or service to the customer. To meet the allocation objective, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. In determining the standalone selling price, the Company uses the best evidence of the standalone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price customers would pay for those goods or services when sold separately.

The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” of the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when, or as, it can directly use and obtain all the remaining benefits from the asset substantially. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability.

Concentrationsof Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of Cash. The Company places its Cash with a major banking institution. The Company did not have cash balances over the Federal Deposit Insurance Corporation limit on December 31, 2024.

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NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

LegalProceedings

The Company discloses a loss contingency if at least there is a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses incurred. The Company is currently not involved in any litigation.

Impairmentof Long-Lived Assets

The Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the Company may not recover the carrying amounts. An impairment charge amount is recognized if and when the asset’s carrying value exceeds the fair value.

There was no impairment recorded for the fiscal year ended December 31, 2025 and 2024.

Provisionfor Income Taxes

The provision for income taxes is determined using the asset and liability method. This method calculates deferred tax assets and liabilities based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly.

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and benefits, which may require periodic adjustments and may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next 12 months.

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NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Websiteand Software Development Costs

By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant. The Company amortizes the Capitalized software development costs using the straight-line amortization method over the estimated useful life of the application software. For an arrangement to be considered a software lease (as opposed to a service contract), our Eva Platform meets both of the following criteria:

a)	The<br> customer has the contractual right to take possession of the software at any time during the hosting period without incurring a significant<br> penalty.
b)	It<br> is feasible for the customer to either operate the software on its hardware or contract with another party (unrelated to the vendor)<br> to host the software.

By December 2018, the Company completed the activities (planning, designing, coding, and testing) necessary to establish that it could produce and meet the design specifications of the Eva Platform and its various components. The Company estimates the useful life of the software to be three (3) years.

The Company includes certain Website and app purchases as part of these capitalized costs. The capitalization of website costs is a significant portion of the total assets. The Company capitalizes on significant expenses incurred during the application development stage for internal-use software. The Company does not believe that capitalizing software development costs is material.

The Company accounts for website development costs following Accounting Standards Codification 350-50 “Website Development Costs” (ASC 350-50). The Company capitalizes on external website development costs (“website costs”), which primarily include:

●	third-party<br> costs related to acquiring domains and developing applications,
●	as<br> well as costs incurred to develop or acquire and customize code for web applications,
●	costs<br> to develop HTML web pages or develop templates and
●	costs<br> to create original graphics for the Website that included the design or layout of each page.

The Company also capitalizes on costs incurred in website application and infrastructure development; we account for such costs following ASC 350-50. The Company estimates the useful life of the Website to be three (3) years.

The Company completed the development of the Eva Platform to sell, lease, or otherwise market the software externally. Eva Platform buys traffic from various sources and sells 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.

| F-16 |

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NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

After

the Company completed the technological feasibility of the Eva Platform, the Company capitalized a net cost of $792,500. The R&D expense is estimated at $47,500 per the Company’s certification provided by David Boulette, CEO. The life of the Eva/XML platform is estimated to be three years or 36 months.

The Eva Platform manages the entire ad buying/selling process by integrating into Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook and allows thousands of ads to be created with a push of a button. The Eva Platform manages the money spent depending on keywords’ performance in the ad campaign to maximize the arbitrage revenue.

Eva Platform can function as standalone software or be sold or embedded in the Eva Platform, which the Company can lease to customers. The Company intends to sell, license, and market the Eva Platform to customers, where customers will have direct access to the software. The Company plans to install the Eva Platform on the customer’s hardware. Since the Eva Platform is fully automated, the customers can use the platform ‘as is’ without compromising the ability to use software or limiting value or utility. The Company provides both customer and technical support as part of the lease. The marginal cost of the download is insignificant.

Techno-economic feasibility Studies of the Eva Platform aimed to determine the project’s technical feasibility and financial viability, assess the risks associated with its development, and list activities and related costs.

From February 1, 2020, to March 15, 2020, David Boulette started the initial research and techno-feasibility into creating an XML Arbitrage Management Program branded as Eva XML Platform.

Under

ASC 985-20 guidance, the Company had expensed the costs incurred to establish the technological feasibility of the Eva Platform as research and development (R&D) when incurred during November 2020. The R&D expense is estimated to be $47,500. The Company has calculated hourly at $75 per hour, based on the average software developer making $98,000 (75th percentile, Exhibit II) to $360,000 (David Boulette’s salary). For each task conducted in techno-economic feasibility, the Company calculated that David Boulette performed the work of two software developers.

The R&D expense breakdown is based on the hours spent, the complexity of work, and the expertise required of individuals and entities with relevant software and project management experience at a fair market value.

By

ASC 985-20, the Company considers the remaining $792,500 as Eva Platform software development costs (“Development Cost”), including costs to develop software sold, leased, or otherwise marketed incurred after establishing technological feasibility.

From March 2020 to April 2020, the Company developed a comprehensive database, a graphic user interface, application programming interface layers (APIs), and microservice frames for each network integration. From April 2020 to October 2002, the Company began testing, adjusting, and integrating the platform with big data and ad service providers such as Google, Bing, Facebook, and Taboola. In November 2020, the Company began running end–to–end system performance tests with live test campaigns.

The Company has capitalized the ‘Development Cost’ with similar costs as Website and App Purchases and Eva Live website development costs, collectively known as the Eva Platform. The Eva Platform can be leased as a standalone module or embedded in the Eva Platform. The Eva Platform is an automated and intelligent advertiser campaign management platform (‘Eva Platform’). The platform enables advertisers to buy advertising space on several digital channels to reach their desired audience effectively.

The Company sells, licenses, and markets the Eva Platform to customers, where customers will have direct access to the software. As the Company leased the Eva XML platform in December 2020, the Company began the amortization of the capitalized costs and reported the costs at the net realizable value.

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NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-basedcompensation to employees and non-employees

The Company uses ASC 718 guidance to apply share-based compensation accounting to certain employees and non-employee individuals, such as outsourced employees, non-employee directors, and consultants performing management functions, are employees or non-employees. The differences in the accounting for share-based payment awards granted to an employee versus a non-employee relate to the measurement date and recognition requirements. The Company believes an employee is the one who has the right to exercise sufficient control to establish an employer-employee relationship based on common law, as illustrated in case law and currently under US Internal Revenue Service (IRS) Revenue Ruling 87-41.

Restricted securities are securities acquired in unregistered, private sales from the Company or an affiliate. The restricted securities require the owner to follow the US Securities Exchange Commission guidelines defined under Rule 144 - Selling Restricted and Control Securities. On the other hand, restricted shares issued for consideration other than for goods or employee services are fully paid for immediately. As a result, the Company has expensed these shares at the time of the contract. There is no vesting period for non-employees.

FairValue

The Company uses current market values to recognize certain assets and liabilities at a fair value. Fair value is the estimated price at which an asset can be sold or a liability settled in an orderly transaction with a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values:

Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value.

Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved, to derive a discounted present value.

Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset.

The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs for valuation techniques:

Level I	Level 2	Level 3
Level<br> 1 is a quoted price for an identical item in an active market on the measurement date. This is the most reliable evidence of fair<br> value and is used whenever this information is available.	Level<br> 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for<br> a business unit based on comparable entities’ sales.	Level<br> 3 is an unobservable input. It may include the Company’s data, adjusted for other reasonably available information. Examples<br> of a Level 3 input are an internally generated financial forecast.

Basicand Diluted Income (Loss) per Share

The

Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2025, and 2024, the Company had 31,341,436 and 31,019,795 basic and dilutive shares issued and outstanding, respectively. Common stock equivalents were anti-dilutive during the fiscal year ending December 31, 2024, due to a net loss of $3,753,268. Common equivalent shares are excluded from the computation since their effect is anti-dilutive. Common stock equivalents were dilutive during the fiscal year ending December 31, 2025, due to a net income of $8,127,313.

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NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RecentAccounting Pronouncements

Pronouncements Adopted in the Current Year

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items by reportable segment, and additional disclosures regarding the CODM’s use of segment information in assessing performance and allocating resources. The standard also requires that all existing annual segment disclosures be provided in interim periods. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the fiscal year ended December 31, 2025. The Company operates as a single operating and reportable segment; accordingly, the adoption resulted in enhanced disclosures but did not change the Company’s segment reporting structure.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including a standardized rate reconciliation table with specified categories and disaggregation of income taxes paid by jurisdiction. This standard is effective for annual periods beginning after December 15, 2024, for public business entities. The Company adopted ASU 2023-09 for the fiscal year ended December 31, 2025. The adoption resulted in enhanced income tax disclosures but did not have a material impact on the Company’s consolidated financial statements.

Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense DisaggregationDisclosures (Subtopic 220-40), which requires public business entities to disclose disaggregated information about certain expense categories presented on the face of the income statement, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in the notes to the financial statements. In January 2025, the FASB issued ASU 2025-01, Income Statement — ReportingComprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. This standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its disclosures.

In March 2025, the FASB issued ASU 2025-02, Consolidation (Topic 810): Voting Model Improvements for Legal Entities Under Common Control, which simplifies the consolidation assessment for entities under common control by broadening the scope of the variable interest entity (“VIE”) exemption and refining the voting interest model. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

| F-19 |

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NOTE

3 – GOING CONCERN

As

of December 31, 2025, the Company had an accumulated deficit of $20,342,362 and has not yet generated significant revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. 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.

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, 2025, and collect its accounts receivable in a timely manner, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash flow.

The

accumulated deficit on December 31, 2025, and 2024 was $20,342,362 and $28,469,675, respectively.

During

the fiscal year ended December 31, 2025, and 2024, the Company incurred a net income and a net loss of $8,127,313 and $3,753,268. The working capital surplus and deficit as of December 31, 2025, and 2024 were $9,679,283 and $1,560,391.

Since

its inception, the Company has sustained recurring losses and negative cash flows from operations. As of December 31, 2025, the Company had $202,524 cash on hand. 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 continues to experience negative cash flows from operations due to increase in payment of its receivables and the ongoing requirement for substantial additional capital investment to develop its Eva Platform. The Company must raise additional capital to accomplish its growth plan over twelve to twenty-four months. The Company expects to obtain 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.

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 not continue as a going concern.

To the extent the Company’s operations need to be improved to fund the Company’s capital requirements, the Company may attempt to enter into a revolving loan agreement with financial institutions or try to raise capital through the sale of additional capital stock issuance of debt.

The Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. As the Company increases its customer base globally and accepts its Eva Platform, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2025.

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NOTE

4 – CAPITALIZED WEBSITE AND SOFTWARE DEVELOPMENT COSTS

During the fiscal year ended December 31, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized software was three (3) years. The Company recognizes amortization expenses for capitalized software on a straight-line basis.

At December 31, 2025, and 2024, there was no gross or unamortized balance of capitalized software costs.

As the software is fully amortized, there is no estimated amortization expense in 2024 and beyond.

The Company has estimated aggregate amortization expenses for each of the five succeeding fiscal years based on the estimated software asset’s lifespan of three (3) years.

NOTE

5 – FURNITURE & FIXTURES

Furniture and fixtures are stated at cost, net of accumulated depreciation. Costs include all expenditures directly attributable to the acquisition, including shipping, installation, and setup costs.

DepreciationMethod:

Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets.

EstimatedUseful Lives:

Furniture and Fixtures: 5 to 7 years

Commencementof Depreciation:

Depreciation begins when the asset is placed into service and continues through the end of its estimated useful life or until it is disposed of or retired.

Reviewof Useful Lives and Residual Value:

The estimated useful lives and residual values of furniture and fixtures are reviewed at least annually. Adjustments are made prospectively if there are changes in the expected pattern of economic benefits.

Disposalsand Retirements:

Upon disposal or retirement of furniture and fixtures, the asset cost and related accumulated depreciation are removed from the accounts. Any resulting gain or loss is recognized in the statement of operations.

Impairment:

Furniture and fixtures are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss is recognized if the asset’s carrying amount exceeds its estimated future cash flows.

The

Company purchased net furniture valued at $14,919 at the end of the fiscal year 2025. As the Company has not placed the furniture into service, there is no depreciation expense for the fiscal year ended December 31, 2025.

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NOTE

6 – COMMITMENTS AND CONTINGENCIES

OfficeFacility and Other Operating Leases

As

of September 28, 2021, the Company’s new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (“California Lease”). The Company has signed the California Lease on a month-to-month basis, entitling the Company to use the office and conference space on a need-only basis. The new lease is $291 per month, which is included in the general and administrative expenses. For the fiscal year that ended December 31, 2025, and 2024, the office’s rent payment was $3,492, and $2,748 was included in the general and administrative expenses.

EmploymentAgreement

BouletteEmployment Agreement. On May 31, 2025, the Company entered into an Employment Agreement with David Boulette (the “Boulette Employment Agreement”), appointing Boulette as Chief Executive Officer. The Boulette Employment Agreement has no fixed term and continues until terminated by either party in accordance with its provisions. Under the Boulette Employment Agreement, Boulette is entitled to:

Base

Salary: An annual base salary of $552,000 ($46,000 monthly), payable in accordance with the Company’s regular payroll schedule.

PerformanceBonus: An annual performance bonus equivalent to 5% of the Company’s net profits before taxes, as determined by the Board of Directors based on the Company’s audited financial statements for the preceding fiscal year.

Equity

Compensation: Pursuant to the Executive Stock Options Plan dated May 31, 2025, Boulette was granted 20,000,000 stock options to acquire shares of the Company’s common stock at an exercise price of $0.10 per share. No options vest prior to January 1, 2026 (the “Cliff Vesting Date”). On the Cliff Vesting Date, 20% of the options (4,000,000 shares) vest, with an additional 20% vesting on each of the following four anniversaries of the grant date (May 31, 2026 through May 31, 2029), subject to continued employment. Any unvested options are forfeited upon termination prior to the Cliff Vesting Date. In the event of a Change in Control, all unvested options become fully vested and immediately exercisable. As of December 31, 2025, no options had vested and no stock-based compensation expense was recognized during the fiscal year ended December 31, 2025. The Company will begin recognizing stock-based compensation expense over the requisite service period beginning in fiscal 2026 upon the initial vesting of the options.

Benefitsand Expenses: Boulette is entitled to participate in the Company’s employee benefit programs, including health insurance and retirement plans. The Company reimburses all reasonable and documented business expenses.

TerminationProvisions: The Company may terminate Boulette’s employment for Cause (defined as gross negligence, willful misconduct, conviction of a felony involving fraud or dishonesty, or violation of material Company policies). The Company may also terminate without Cause upon written notice, in which case Boulette is entitled to the base salary for the remainder of the term or six months’ severance, whichever is greater. Boulette may resign upon written notice, forfeiting any unpaid bonus or unvested equity compensation.

**Indemnification:**The Company agreed to indemnify Boulette to the fullest extent permitted under applicable law for claims arising from the performance of his duties, except in cases of gross negligence or willful misconduct.

The Boulette Employment Agreement is filed herein as Exhibit 10.3.

Firoz

Employment Agreement. The Company entered into an Employment Agreement with Imran Firoz on September 22, 2025 (the “Firoz Employment Agreement”), for the employment of Firoz as the Company’s interim Chief Financial Officer. The initial term is three months, and after the passage of six months, the Agreement automatically renews unless terminated by either party on 30 days’ written notice. Firoz’s monthly salary is $10,500. Performance-based bonus and equity-based compensation are to be determined by the Board of Directors. The Firoz Employment Agreement is filed herein as Exhibit 10.11.

Independent

Director Compensation. The Company intends to recognize $12,500 in director’s compensation expense for Mr. Ali Shadman and Mr. Rizvan Jamal, effective July 1, 2025. The independent director’s agreement includes confidentiality obligations and provides for indemnification to the fullest extent permitted under applicable law.

FinancialAdvisory Agreement — Maxim Group LLC

On June 12, 2024, the Company entered into a financial advisory and investment banking agreement (the “Maxim Agreement”) with Maxim Group LLC (“Maxim”), a FINRA-member broker-dealer, pursuant to which Maxim serves as the Company’s financial advisor and investment banker. Under the Maxim Agreement, Maxim provides advisory services including assistance with the Company’s planned listing on a national securities exchange, preparation of marketing materials and investor presentations, broadening the Company’s shareholder base, advising on potential financing alternatives, and strategic introductions.

As

partial consideration for Maxim’s services, the Company issued 187,500 shares of Common Stock (on a post-reverse-split basis) to Maxim or its designees upon execution of the Maxim Agreement. The shares were valued at $12.04 per share (post-reverse-split) based on the closing market price on the grant date, for an aggregate fair value of $2,257,000. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and carry unlimited piggyback registration rights and the same rights afforded other holders of the Company’s Common Stock.

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NOTE6 – COMMITMENTS AND CONTINGENCIES (continued)

Under

the Maxim Agreement, the Company is further obligated to issue 250,000 shares of Common Stock (on a post-reverse-split basis) to Maxim upon the Company’s listing on a national securities exchange.

The Maxim Agreement is governed by the laws of New York, and disputes are subject to binding arbitration before the American Arbitration Association in New York City.

The material fee provisions of the Maxim Agreement are as follows:

SCHEDULE OF THE MATERIAL FEE PROVISIONS

Term	Description
Financing Fee	7%<br> cash fee on capital raised, plus warrants for 7% of shares underlying securities issued, exercisable at 125% of the offering price,<br> with a 5-year term
Transaction Fee	3%<br> of the total consideration in any merger, acquisition, joint venture, or similar transaction
Right of First Refusal	12<br> months post-termination: right to serve as sole book-running manager for any public offering or private placement
Fee Tail	9<br> months post-termination: financing/transaction fees payable on parties introduced by Maxim
Indemnification	The<br> Company indemnifies Maxim and related parties against losses, except for gross negligence or willful misconduct
Termination	Either<br> party may terminate upon 5 days’ written notice after the 6-month anniversary; Company may terminate for Cause

CEOStock Options

As

discussed above under the Boulette Employment Agreement, on May 31, 2025, the Company granted Mr. Boulette 20,000,000 stock options at an exercise price of $0.10 per share. The following table summarizes the material terms of the stock option grant:

SCHEDULE

OF MATERIAL TERMS OF THE STOCK OPTION GRANT

Feature	Detail
Options Granted	20,000,000
Exercise Price	$0.10<br> per share
Grant Date	May<br> 31, 2025
Cliff Vesting Date	January<br> 1, 2026 (20% of options vest)
Subsequent Vesting	20%<br> annually on May 31, 2026 through May 31, 2029
Full Vesting	May<br> 31, 2029 (subject to continued employment)
Change in Control	All<br> unvested options fully vest and become exercisable
Anti-Dilution	Exercise<br> price and share count remain fixed regardless of stock splits or corporate events
Transferability	Non-transferable<br> except by will or laws of descent

As of December 31, 2025, no options had vested, and no stock-based compensation expense was recognized. As of December 31, 2025, Mr. Boulette had not exercised any options. The Company will recognize compensation expense under ASC 718 beginning in fiscal 2026 based on the grant-date fair value of the options using an appropriate option pricing model. The assumptions and resulting fair value per option will be disclosed in the period in which expense recognition commences.

PendingLitigation

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.

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NOTE

7 – DEBT FINANCING

2025Promissory notes

PromissoryNotes with 1800 Diagonal Lending LLC

1800Diagonal Lending LLC Promissory Note (Diagonal#1), March 12, 2025

On

March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $120,455 in exchange for a purchase price of $107,000, reflecting an original issue discount of $13,455. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

In

connection with the Note, we have reserved 186,715 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

There is no balance due remaining under this Note. The Company paid off the note in December 2025.

The Diagonal Note#1 is filed herein as Exhibit 4.1.

| F-24 |

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NOTE7 – DEBT FINANCING (continued)

1800Diagonal Lending LLC Promissory Note (Diagonal#2), May 28, 2025

On

May 28, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $151,800 in exchange for a purchase price of $132,000, reflecting an original issue discount of $19,800. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

In

connection with the Note, we have reserved 543,112 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On

January 29, 2026, Holder submitted a notice of conversion of the Company for the conversion of $52,960 or 16,263 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

The Diagonal Note#2 is filed herein as Exhibit 4.2.

1800Diagonal Lending LLC Promissory Note (Diagonal #3), July 25, 2025

On

July 25, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $240,120 in exchange for a purchase price of $207,000, reflecting an original issue discount of $33,120. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

33,616.75

due on April 30, 2026; and May 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.47% of the net cash proceeds received.

In

connection with the Note, we have reserved 757,775 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On

January 28, 2026, Holder submitted a notice of conversion of the Company for the conversion of $270,434 or 83,044 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

The Diagonal Note#3 is filed herein as Exhibit 4.3.

| F-25 |

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NOTE7 – DEBT FINANCING (continued)

1800Diagonal Lending LLC Promissory Note (Diagonal #4), September 23, 2025

On

September 23, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $155,760 in exchange for a purchase price of $132,000, reflecting an original issue discount of $23,760. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

21,806.38

due on April 30, 2026, May 30, 2026, and June 30, 2026; and $21,806.36 due on July 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 39.56% of the net cash proceeds received.

In

connection with the Note, we have reserved 255,606 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The

total principal balance outstanding as of the date of the Annual Report is $155,760.

The Diagonal Note#4 is filed herein as Exhibit 4.4.

1800Diagonal Lending LLC Promissory Note (Diagonal #5), November 14, 2025

On

November 14, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $180,550 in exchange for a purchase price of $157,000, reflecting an original issue discount of $23,550. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

In

connection with the Note, we have reserved 311,226 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The

total principal balance outstanding as of the date of the Annual Report is $180,550.

The Diagonal Note#5 is filed herein as Exhibit 4.5.

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NOTE7 – DEBT FINANCING (continued)

PromissoryNotes with Boot Capital LLC

BootCapital LLC Promissory Note (Boot#1), March 12, 2025

On

March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $113,455 in exchange for a purchase price of $100,000, reflecting an original issue discount of $13,455. The net proceeds from this transaction are being used for general working capital purposes.

In

connection with the Note, we have reserved 175,865 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On

January 30, 2026, Holder submitted a notice of conversion of the Company for the conversion of $12,707 or 3,902 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

The Boot Capital Note#1 is filed herein as Exhibit 4.6.

BootCapital LLC Promissory Note (Boot#2), July 25, 2025

On

July 25, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $116,000 in exchange for a purchase price of $100,000, reflecting an original issue discount of $16,000. The net proceeds from this transaction are being used for general working capital purposes.

16,240

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NOTE7 – DEBT FINANCING (continued)

In

connection with the Note, we have reserved 366,074 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On

January 28, 2026, Holder submitted a notice of conversion of the Company for the conversion of $129,920 or 39,895 shares valued at $3.2565 due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

The Boot Capital Note#2 is filed herein as Exhibit 4.7.

GeneralTerms of Diagonal and Boot Notes:

The

Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

PromissoryNote with an Individual

On

December 10, 2025, we entered into a Convertible Promissory Note Agreement (the “Agreement”) with an individual (“Lender”), pursuant to which we issued a convertible promissory note (the “Note”) in the principal amount of $110,000 in exchange for a funding amount of $100,000, reflecting an original issue discount of $10,000, or ten percent (10%) of the principal amount. The net proceeds from this transaction are being used for general corporate purposes.

The Lender Note is filed herein as Exhibit 4.8.

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NOTE7 – DEBT FINANCING (continued)

ConvertibleNotes from Individual Investors

In April 2024, the Company secured financing of a $200,000 convertible note from an investor, with a purchase price of $170,000. As of the reporting date, $170,000 of this amount has been received. The note carries a term of three months and accrues interest at a rate of 12.50%. This financial arrangement provides the company with additional capital to support ongoing and future operations. In October 2024, the Company issued 40,465 shares valued at $5.20 to settle a $200,000 convertible note and all accrued interest associated with the note.

In May 2024, the Company secured financing of a $100,000 convertible note from an investor, with a purchase price of $70,000. As of the reporting date, $70,000 of this amount has been received. The note carries a term of three months and accrues interest at a rate of 12.50%. This financial arrangement provides the company with additional capital to support ongoing and future operations. In October 2024, the Company issued 20,133 shares valued at $5.20 to settle a $100,000 convertible note and all accrued interest associated with the note.

TermLoan

In

June 2024, the Company secured financing of a $500,000 note from an investor. As of the reporting date, $500,000 of this amount has been received. The note carries a term of thirty-three33 months and accrues interest at a rate of 6.00%. The Company paid back $100,000 in fiscal 2024 and $300,000 in fiscal 2025; as a result, the current outstanding principal balance is $100,000.

NOTE

8 – STOCKHOLDERS’ EQUITY

The

Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $0.0001 per share, of which 31,342,285 are issued and outstanding as of December 31, 2024.

The Company has issued unregistered securities under exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

2024Recent Sales of Unregistered Securities

The

Company entered into a financial advisory and investment banking agreement (the “Maxim Agreement”) with Maxim Group LLC (“Maxim”), a FINRA-member broker-dealer, pursuant to which Maxim serves as the Company’s financial advisor and investment banker in connection with, among other things, the Company’s planned listing on the Nasdaq Capital Market and related capital markets activities. In July 2024, the Company issued 187,500 shares (post-reverse) to Maxim valued at $2,257,000. The shares carry unlimited piggyback registration rights and the same rights afforded to other holders of the Company’s Common Stock. Prior to the time at which Maxim may sell such shares under Rule 144, the shares are subject to restrictions on resale. Under the Maxim Agreement, the Company is further obligated to issue 250,000 shares post-reverse-split of Common Stock to Maxim upon the Company’s listing on a national securities exchange.

In

July 2024, the Company issued 25,000 shares to a consultant valued at $301,000.

In

July 2024, the Company issued 25,000 shares to directors valued at $273,000.

In

July 2024, the Company issued 250,000 shares to its CEO valued at $2,730,000.

In

October 2024, the Company issued 30,000 shares to settle accounts payable valued at $156,000.

In

October 2024, the Company issued 60,598 shares to settle certain convertible notes valued at $315,104.

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NOTE8 – STOCKHOLDERS’ EQUITY (continued)

2023Recent Sales of Unregistered Securities

In

November 2023, the Company issued 1,750,000 shares for services at the rate of $4.04 per share, based on the closing market price on November 16, 2023, to officers in lieu of services. David Boulette received 1,750,000 shares for employee services rendered to the Company.

In

November 2023, the Company issued 50,000 shares for services at the rate of $4.04 per share, based on the closing market price on November 16, 2023, to directors in lieu of their services; Daryl Walser received 25,000 shares for services rendered to the Company as its Director; and Phil Aspin received 25,000 shares for services rendered to the Company as its Director.

In December 2023, the Company issued 1,250 units for net proceeds of $10,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.

2022Recent Sales of Unregistered Securities

In February 2022, the Company issued 70,000 units for net proceeds of $280,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.

In June 2022, the Company issued 40,000 units for net proceeds of $160,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.

In July 2022, the Company issued 22,500 units for net proceeds of $90,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.

In

July 2022, the Company issued 5,700 shares to consultants for services valued at $68,400.

In

July 2022, the Company issued 125,000 shares to acquire AdFlare, valued at $1,500,000.

In August 2022, the Company issued 19,700 units for net proceeds of $78,800. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.

In

August 2022, the Company issued 556 shares to consultants for services valued at $6,672.

2021Recent Sales of Unregistered Securities

In

September 2021, the Company settled all outstanding debt with former CEO Terry Fields. The Company issued 133,334 shares valued at $1,066,668.

On

September 3, 2021, the Company issued 2,500 shares to a consultant valued at $29,990.

From

October to November 2021, the Company issued 787,500 shares to a consultant for services valued at $6,250,000.

On

September 28, 2021 (the ‘Acquisition Date’), the Company merged into EvaMedia Corp. (‘EvaMedia) by issuing 27,548,044 (110,192,177 pre-split) of its common stock.

On

November 30, 2021, the Company issued 8,500 shares valued at $34,000.

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NOTE

9 – WARRANT

In November 2021, the Company sold 8,500 units (common stock plus warrants) for financing valued at $34,000. The Company sold the common stock at $4.00 per share with full warrant coverage, an exercise price of $8.00, and a term of one year. The Company issued the securities with a restrictive legend. These warrants have expired.

In February 2022, the Company sold 70,000 units (common stock plus warrants) for financing valued at $280,000. The Company sold the common stock at $4.00 per share with full warrant coverage, an exercise price of $8.00, and a term of one year. The Company issued the securities with a restrictive legend. These warrants have expired.

In June 2022, the Company sold 400,000 units (common stock plus warrants) for financing valued at $1,600,000. The Company sold the common stock at $4.00 per share with full warrant coverage, an exercise price of $8.00, and a term of one year. The Company issued the securities with a restrictive legend. These warrants have expired.

In July 2022, the Company sold 22,500 units (common stock plus warrants) for financing valued at $90,000. The Company sold the common stock at $4.00 per share with full warrant coverage, an exercise price of $8.00, and a term of one year. The Company issued the securities with a restrictive legend. These warrants have expired.

In August 2022, the Company sold 19,700 units (common stock plus warrants) for financing valued at $78,800. The Company sold the common stock at $4.00 per share with full warrant coverage, an exercise price of $8.00, and a term of one year. The Company issued the securities with a restrictive legend. These warrants have expired.

In December 2023, the Company sold 1,250 units (common stock plus warrants) for financing valued at $10,000. The Company sold the common stock at $8.00 per share with full warrant coverage, an exercise price of $8.00, and a term of one year. The Company issued the securities with a restrictive legend. The warrants are not exercised.

InformationAbout the Warrants Outstanding During Fiscal 2024 Follows:

SCHEDULE OF INFORMATION ABOUT THE WARRANTS OUTSTANDING

Original<br> <br>Number of<br> <br>Warrants<br> <br>Issued		Exercise<br> Price per<br> Common<br> Share		Exercisable<br> <br>at<br> <br>December 31, 2025	Became<br> Exercisable		Exercised		Terminated /<br> Canceled /<br> Expired		Exercisable<br> At December <br> 30, 2024		Expiration <br> Date
	-	$	-	-		-		-		-		-		December 2025

The exercise price and the number of shares of Common Stock or other securities issuable on the exercise of the Warrants are subject to adjustment in certain circumstances, including stock dividends, recapitalizations, reorganizations, mergers, or consolidations of the Company. However, no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

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NOTE

10 – INCOME TAXES

The Company has calculated income taxes using the asset and liability method of accounting. We have computed deferred income taxes by multiplying statutory rates applicable to estimated future-year differences between the financial statement and tax basis carrying amounts of assets and liabilities.

The income tax provision is summarized as follows:

SCHEDULE OF INCOME TAX PROVISION RATE


Federal corporate income tax rate	21	%	21	%
State corporate income tax rate	0	%	0	%
Total corporate income tax rate	21	%	21	%

SCHEDULE

OF DEFERRED TAX ASSETS AND LIABILITY

	Deferred Tax Assets/Liability
Income Tax	December 31, 2025						December 31, 2024
	Book value			Tax value			Book value			Tax value
Income (Loss) per Books
M-1 Differences:		8,127,313			1,706,736			(3,753,268	)		(788,186	)
Stock/options issued for services		-			-			5,561,500			1,167,915
Depreciation and amortization		98,395			20,663			-			-
Tax income (loss)		8,225,708			1,727,399			1,808,232			379,729
Prior Year NOL (excluding state tax)		(6,157,239	)		(1,293,020	)		(7,965,471	)		(1,672,749	)
Cumulative NOL		2,068,469			434,379			(6,157,239	)		(1,293,020	)

SCHEDULE OF INCOME TAX PROVISION


Net operating loss carryforwards	(434,379	)	1,293,020
Stock/options issued for services	-		1,167,915
Depreciation and amortization	20,663		-
Valuation allowance	(413,716	)	(2,460,935	)
Total	-		-
Tax at the statutory rate (21%)	1,706,736		(788,186	)
State tax benefit, net of federal tax effect	-		-
Change in the valuation allowance.	(1,706,736	)	788,186
Total	-		-

For

the fiscal year ended December 31, 2025, and 2024, the Company had cumulative net income and net losses of $8,127,313 and $3,753,268, respectively, available for carryforward to offset future taxable income, which begins to expire in 2035. The Company has determined to provide full valuation allowances for our net deferred tax assets at the end of 2023 and 2022, including NOL carryforwards generated during the years. Based on its evaluation of positive and negative evidence, including our history of operating losses and the uncertainty of generating future taxable income, it would enable us to realize our deferred tax assets.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that we may not be able to realize some portion or all of the deferred tax assets. The ultimate realization of the deferred tax assets depends on generating future taxable income when those temporary differences become deductible.

Based

on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable at December 31, 2025. Accordingly, management has maintained a full valuation allowance against its net deferred tax assets at December 31, 2025. The net change in the total valuation allowance for the 12 months ended December 31, 2025, increased by $2,874,651 to $413,716. At December 31, 2025, and 2024, we had federal and state net operating loss carryforwards of approximately $434,379 and $1,293,020, respectively, expiring beginning in 2037 for the federal and 2037 for the state.

For the years ended December 31, 2025, and 2024, the Company analyzed its ASC 740 position and did not identify any uncertain tax positions defined under ASC 740. Should this position be determined in the future and the Company owes interest and penalties because of this, these would be recognized as interest expense and other expenses, respectively, in the consolidated financial statements.

The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The United States federal returns for 2025 and 2024 have been submitted and accepted by the United States Internal Revenue Service. The Company was not subject to tax examination by authorities in the United States before 2015. The Nevada State tax returns for 2025 and 2024 have been submitted and accepted by the Nevada State Franchise Tax Board. Currently, the Company does not have any ongoing tax examinations.

The Company has no foreign tax expenses and liabilities as of December 31, 2025, and 2024.

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NOTE

11 – OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits.

NOTE

12 – SUBSEQUENT EVENTS

On February 9, 2026, the Company decided to withdraw the Form S-1 Registration Statement.

1800Diagonal Lending LLC Promissory Note (Diagonal#2), May 28, 2025

On

1800Diagonal Lending LLC Promissory Note (Diagonal #3), July 25, 2025

On

BootCapital LLC Promissory Note (Boot#1), March 12, 2025

On

BootCapital LLC Promissory Note (Boot#2), July 25, 2025

On

Nasdaq Uplist

On January 28, 2026, after obtaining the required Nasdaq approval, our common stock started to trade on Nasdaq under the symbol “GOAI”.

Additionally,

upon the Company’s listing on Nasdaq, the Company became obligated to issue 250,000 shares of Common Stock to Maxim pursuant to the Maxim Agreement. These shares were valued at $7.62 per share based on the closing price on the listing date, for an aggregate fair value of $1,905,000.

1800Diagonal Lending LLC Promissory Note (Diagonal #7), January 28, 2026

On

January 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $421,260 in exchange for a purchase price of $357,000, reflecting an original issue discount of $64,260. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

BootCapital LLC Promissory Note (Boot#4), January 28, 2026

On

January 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $177,000 in exchange for a purchase price of $150,000, reflecting an original issue discount of $27,000. The net proceeds from this transaction are being used for general working capital purposes.

BootCapital LLC Promissory Note (Boot#3), January 14, 2026

On

January 14, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $57,500 in exchange for a purchase price of $50,000, reflecting an original issue discount of $7,500. The net proceeds from this transaction are being used for general working capital purposes.

1800Diagonal Lending LLC Promissory Note (Diagonal #6), January 14, 2026

On

January 14, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount of $123,050 in exchange for a purchase price of $107,000, reflecting an original issue discount of $16,050. The Company’s obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general working capital purposes.

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EXHIBITS

AND FINANCIAL STATEMENT SCHEDULES

Exhibit	Item
3.1	Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026).
3.2	Certificate of Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026).
3.3	By-Laws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026).
3.4	Certificate of Amendment to Bylaws (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A, filed on January 27, 2026)
4.1*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#1, March 12, 2025)
4.2*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#2, May 28, 2025)
4.3*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#3, July 25 12, 2025)
4.4*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#4, September 23, 2025)
4.5*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#5, November 14, 2025)
4.6*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#6, January 14, 2026)
4.7*	Promissory Note between the Company and 1800 Diagonal Lending LLC (#7, January 28, 2026)
4.8*	Promissory Note between the Company and Boot Capital LLC (#1, March 12, 2025)
4.9*	Promissory Note between the Company and Boot Capital LLC (#2, July 25, 2025)
4.10*	Promissory Note between the Company and Boot Capital LLC (#3, January 14, 2026)
4.11*	Promissory Note between the Company and Boot Capital LLC (#4, January 28, 2026)
4.12*	Promissory Note between the Company and the Investor (December 10, 2025)
4.13	Form of Initial Note (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Current Report on Form 8-K, filed on February 24, 2026)
4.14*	Description of Securities
10.1	Sales Purchase Agreement between the Company and EvaMedia Corp. dated September 28, 2021 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, filed on July 7, 2023)
10.2	Debt Settlement Agreement between the Company and Terry Fields dated September 28 2021 Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, filed on July 7, 2023)
10.3	Employment Agreement with David Boulette dated May 31, 2025 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Current Report on Form 8-K, filed on June 5, 2025)
10.4	Independent Director Agreement with Ali Shadman dated June 2, 2025 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Current Report on Form 8-K, filed on June 5, 2025)
10.5*	Independent Director Agreement with Rizvan Jamal
10.6*	Securities Purchase Agreement between the Company and Boot Capital LLC dated July 25, 2025
10.7*	Securities Purchase Agreement between the Company and 1800 Diagonal Lending LLC dated July 25, 2025
10.8*	Media Buying Agreement between the Company and Brightcast LLC dated May 5, 2022
10.9*	Marketing Agreement between Registrant and TechAds Media Ltd dated September 1, 2020
10.10*	Form of Warrant Agency Agreement
10.11*	Employment Agreement with Imran Firoz dated September 22, 2025.
10.12*	Securities Purchase Agreement between the Company and 1800 Diagonal Lending LLC dated September 23, 2025
10.13	Securities Purchase Agreement, dated February 24, 2026 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Current Report on Form 8-K, filed on February 24, 2026)
10.14	Security Agreement, dated February 24, 2026 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Current Report on Form 8-K, filed on February 24, 2026)
14.1*	Code of Ethics
16.1	Letter from Olayinka Oyebola & Co., dated April 3, 2025 (Incorporated by reference to Exhibit 16.1 to the Registrant’s Registration Current Report on Form 8-K, filed on April 4, 2025)
19.1*	Insider Trading Policy
21.1*	List of Subsidiaries
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*	Compensation recovery (clawback) policy
101.INS*	Inline<br> XBRL Instance Document
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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Exhibit4.1

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC. Tranche # ______________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	March 12, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $120,455.00 (which includes an Original Issue Discount of $13,455.00) pursuant to that certain Securities Purchase Agreement dated as of March 12, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$100,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;
$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank Name:	Chase Bank
Bank Address:	8565 W Warm Springs Rd, Las<br> Vegas, NV 89113
SWIFT Code
ABA Routing:	Wire<br> routing: 021000021
Account Number:	505589116
Account Name:	EvaMedia Corp
Account Address:	2029 Century Park E suite<br> 400 n Los Angeles, CA 90067, USA

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THEISSUE PRICE OF THIS NOTE IS $120,455.00

THE ORIGINAL ISSUE DISCOUNT IS $13,455.00

Principal Amount:<br> 120,455.00
Purchase Price: 107,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $120,455.00 together with any interest as set forth herein, on January 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($120,455.00 * twelve percent (12%) = $14,454.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $13,490.90 (a total payback to the Holder of $134,909.00). The first payment shall be due April 30, 2025 with nine (9) subsequent payments on the 30^th^ day of each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.3 Prepayment Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding principal amount of this Note plus any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment Amount”).

Prepayment Period	Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date.	97%
The period beginning on date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	98%

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note (following an Event of Default other than this Section 3.2), fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

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3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder. Furthermore, notwithstanding anything contained herein to the contrary or in any of the Other Agreements to the contrary, in the event of default of any Other Agreements and such Other Agreements are convertible into shares of Common Stock, Section 4.6 (d) Adjustment Due to Market Price hereof shall be applied to each such Other Agreement as if such section was included within such Other Agreement and the principal amount due with respect to such Other Agreement shall be adjusted accordingly.

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Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”) times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Notwithstanding anything to the contrary contained herein, in the event that following an Event of Default (other than Section 3.2), a default pursuant to Section 3.2 occurs, the Default Percentage shall be immediately adjusted to 200%.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth herein.

ARTICLE IV. CONVERSION RIGHTS

4.1 Conversion Right. After the occurrence of an Event of Default, at any time, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof. The Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

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4.2 Conversion Price. The conversion price (the “Conversion Price”) shall mean 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Trading Price” means, for any security as of any date, the closing bid price on the or applicable exchange or trading market (the “Trading Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Trading Market is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be adjusted from time to time in accordance with the Borrower’s obligations hereunder and the reduction of the balance due to timely payments. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

4.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.

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4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

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ARTICLE V. MISCELLANEOUS

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President Email: ckramer6@bloomberg.net

5.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on March 12, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $______________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of March 12, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date of conversion:
---	---
Applicable Conversion Price:	$
Number of shares of common stock to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $120,455.00 (including $13,455.00 of Original Issue Discount) (the “Note”) with additional tranches of financing of up to $1,440,000.00 in the aggregate during the next twelve (12) months subject to further agreement by and between the Company and the Lender.

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

a. Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about March 13, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

f. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 300,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 31,342,285 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

d. Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

f. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

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g. Absence of Certain Changes. Since September 30, 2024, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

h. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

j. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

k. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

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l. Breach of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties set forth in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of the Note.

COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $7,000.00 for Buyer’s legal fees and due diligence fee.

d. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

e. Breach of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in the Note, it will be considered an event of default under Section 4.4 of the Note.

f. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

g. The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such as providing investment advice, extending credit and lending securities in connection; and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

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f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forumnon conveniens. The Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

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e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement. Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

k. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
1800 DIAGONALLENDING LLC
---	---
By:	/s/ Curt Kramer
	Curt<br> Kramer
	President
Aggregate Principal Amount of Note:	$	120,455.00
---	---	---
Original Issue Discount	$	13,455.00
Aggregate Purchase Price:	$	107,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on March 12, 2025 at __________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated March 12, 2025 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $120,455.00 (including $13,455.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Issuer Direct Corporation, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion with respect to the Note)(such shares and the Note, collectively, the “Securities”) without any further action or confirmation by the Corporation; and the Corporation indemnifies Issuer Direct Corporation for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement;

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions:

I, the undersigned, do hereby certify that I am a member of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of the State of Nevada, as transcribed by me from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: March 12, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $120,455.00 in accordance with the Securities Purchase Agreement dated March 12, 2025 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

I am the duly appointed Chief Executive Officer of the Company.
The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.
As of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations have been waived expressly in writing signed by the purchaser.
The Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) (and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended.
There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since September 30, 2024, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).
The Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of March 12, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

EVA LIVE INC.

March 12, 2025

Issuer Direct Corporation

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of March 12, 2025 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $120,455.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 186,715 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent and its counsel), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company. Issuer Direct shall have no duty or obligation to confirm the accuracy or information set forth in the Conversion Notice, and (iii) Reservation Release Letter.

The Company hereby requests that your firm act within three (3) business days of receipt of a notice of conversion, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, provided that the Investor agrees to pre-pay the full cost of processing the Conversion Notice. Issuer Direct and the investor understand and agree to the current cost of processing each such conversion transaction is estimated to be between $350.00 and $475.00 through the investor understand and agrees that Issuer Direct’s fee schedule is subject to change.

The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith (which gross negligence, bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.

The Board of Directors of the Company has approved the foregoing (irrevocable instructions) and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.

The Investor and Company expressly understand and agree that nothing in this Irrevocable Transfer Instruction Agreement shall require or be construed in any way to require the transfer agent, in its sole discretion as the transfer agent, to do, take or not to do or take any action that would be contrary to any Federal or State law, rule, or regulation including but expressly not limited to both the Securities Act of 1933 and the Securities and Exchange Act of 1934 as amended and the rules and regulations promulgated there under by the Securities and Exchange Commission. This instruction letter shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to principles of conflicts of laws. Any action brought by either party against the other concerning this instruction letter shall be brought only in the state and/or federal courts of Morrisville, North Carolina.

The Company agrees that in the event that the Transfer Agent resigns, is terminated or removed as the Company’s transfer agent, the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions. The investor and the Company agree that the Transfer Agent shall not be required to perform any issuances or transfers of shares as of the date of the termination or resignation of the transfer agreement

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

/s/ David Boulette
David Boulette
Chief Executive Officer

Acknowledged and Agreed:

Issuer Direct Corporation

By:	/s/ KRISTA RILEY
Name:	KRISTA RILEY
Title:	Manager	Corporate Stock Transfer

Exhibit4.2

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC. Tranche # ____ __________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	May 28, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $151,800.00 (which includes an Original Issue Discount of $19,800.00) pursuant to that certain Securities Purchase Agreement dated as of May 28, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$125,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;
$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank Name:	Chase Bank
Bank Address:	3955<br> S Buffalo Dr Las Vegas, NV 89147 United States
SWIFT Code
ABA Routing:	021000021
Account Number:	505589116
Account Name:	EvaMedia Corp
Account Address:	7211 Galaxy Dune St Las Vegas<br> NV 89148

THEISSUE PRICE OF THIS NOTE IS $151,800.00

THE ORIGINAL ISSUE DISCOUNT IS $19,800.00

Principal Amount:<br> 151,800.00
Purchase Price: 132,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $151,800.00 together with any interest as set forth herein, on March 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($151,800.00 * thirteen percent (13%) = $19,734.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $17,153.40 (a total payback to the Holder of $171,534.00). The first payment shall be due June 30, 2025 with nine (9) subsequent payments on the 30^th^ day of each month thereafter (February 2026 payment shall be due on February 28, 2026). The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

Prepayment Period	Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date.	96%
The period beginning on date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	97%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on May 28, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $ ___________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of May 28, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date of conversion:
---	---
Applicable Conversion Price:	$
Number of shares of common stock to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 28, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about May 28, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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g. Absence of Certain Changes. Since March 31, 2025, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

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COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
1800 DIAGONALLENDING LLC
---	---
By:
	Curt<br> Kramer
	President
Aggregate Principal Amount of Note:	$	151,800.00
---	---	---
Original Issue Discount	$	19,800.00
Aggregate Purchase Price:	$	132,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on May 28, 2025 at __________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated May 28, 2025 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $151,800.00 (including$19,800.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Issuer Direct Corporation, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: May 28, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $151,800.00 in accordance with the Securities Purchase Agreement dated May 28, 2025 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

I am the duly appointed Chief Executive Officer of the Company.
The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.
As of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations have been waived expressly in writing signed by the purchaser.
The Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) (and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended.
There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since March 31, 2025, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).
The Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of May 28, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

EVA LIVE INC.

May 28, 2025

Issuer Direct Corporation

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of May 28, 2025 (the “Agreement”) providing for the issuance of a certain thirteen percent (13%) Promissory Note in the principal amount of $151,800.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 543,112 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

EVA LIVE INC.

/s/ David Boulette
David Boulette
Chief Executive Officer

Acknowledged and Agreed:

Issuer Direct Corporation

By:	/s/ KRISTA RILEY
Name:	KRISTA RILEY
Title:	Manager	Corporate Stock Transfer

Exhibit4.3

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC. Tranche # ____ __________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	July 25, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $240,120.00 (which includes an Original Issue Discount of $33,120.00) pursuant to that certain Securities Purchase Agreement dated as of July 25, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$200,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;
$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank Name:	Chase Bank
Bank Address:	8565 W Warm Springs Rd, Las<br> Vegas, NV 89113
SWIFT Code	CHASUS33
ABA Routing:	021000021
Account Number:	505589116
Account Name:	Eva Live Inc
Account Address:	7211 Galaxy Dune St, Las Vegas, NV 89148

THEISSUE PRICE OF THIS NOTE IS $240,120.00

THE ORIGINAL ISSUE DISCOUNT IS $33,120.00

Principal Amount:<br> 240,120.00
Purchase Price: 207,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $240,120.00 together with any interest as set forth herein, on May 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($240,120.00 * twelve percent (12%) = $28,814.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments as follows:

Payment Date	Amount of Payment
January 30, 2026	$	134,467.00
February 28, 2026	$	33,616.75
March 30, 2026	$	33,616.75
April 30, 2026	$	33,616.75
May 30, 2026	$	33,616.75

(a total payback to the Holder of $268,934.00).

1.3 The Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.4 Prepayment Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding principal amount of this Note plus any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment Amount”).

Prepayment Period	Prepayment Percentage
1) The period beginning on the Issue Date and ending on the date<br> which is sixty (60) days following the Issue Date.	96%
2) The period beginning on date which is sixty-one (61) days following the<br> Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date.	97%
3) The period beginning on date which is one hundred twenty-one<br> (121) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue<br> Date.	98%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 25, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of July 25, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date of conversion:
---	---
Applicable Conversion Price:	$
Number of shares of common stock to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 25, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
1800 DIAGONALLENDING LLC
---	---
By:	/s/ Curt Kramer
	Curt<br> Kramer
	President
Aggregate Principal Amount of Note:	$	240,120.00
---	---	---
Original Issue Discount	$	33,120.00
Aggregate Purchase Price:	$	207,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on July 25, 2025 at __________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated July 25, 2025 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $240,120.00 (including $33,120.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Issuer Direct Corporation, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: July 25, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $240,120.00 in accordance with the Securities Purchase Agreement dated July 25, 2025 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

I am the duly appointed Chief Executive Officer of the Company.
The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.
As of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations have been waived expressly in writing signed by the purchaser.
The Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) (and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended.
There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since March 31, 2025, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).
The Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of July 25, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

EVA LIVE INC.

July 25, 2025

Issuer Direct Corporation

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of July 25, 2025 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $240,120.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 757,775 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

/s/ David Boulette
David Boulette
Chief Executive Officer

Acknowledged and Agreed:

Issuer Direct Corporation

By:	/s/ Anya Lewis
Name:	Anya Lewis
Title:	Sr Platform Specialist

Exhibit4.4

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC. Tranche # ______________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	September 23, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $155,760.00 (which includes an Original Issue Discount of $23,760.00) pursuant to that certain Securities Purchase Agreement dated as of September 23, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$125,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;
$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank<br> Name:	Chase<br> Bank
Bank<br> Address:	8565<br> W Warm Springs Rd, Las Vegas, NV 89113
SWIFT<br> Code	Swift:<br> CHASUS33
ABA<br> Routing:	Routing<br> number: 021000021
Account<br> number:	505589116
Account<br> Name:	Eva<br> Live Inc
Account<br> Address:	7211<br> Galaxy Dune St, Las Vegas, NV 89148

THEISSUE PRICE OF THIS NOTE IS $155,760.00 THE ORIGINAL ISSUE DISCOUNT IS $23,760.00

Principal Amount:<br> 155,760.00
Purchase Price: 132,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $155,760.00 together with any interest as set forth herein, on July 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($155,760.00 * twelve percent (12%) = $18,691.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments as follows:

Payment Date	Amount of Payment
March 30, 2026	$	87,225.50
April 30, 2026	$	21,806.38
May 30, 2026	$	21,806.38
June 30, 2026	$	21,806.38
July 30, 2026	$	21,806,36

(a total payback to the Holder of $174,451.00).

Prepayment Period	Prepayment Percentage
1) The period beginning on the Issue Date and<br> ending on the date which is sixty (60) days following the Issue Date.	96%
2) The period beginning on date which is<br> sixty-one (61) days following the Issue Date and ending on the date which is one<br> hundred twenty (120) days following the Issue Date.	97%
3) The period beginning on date which is one hundred<br> twenty-one (121) days following the Issue Date and ending on the date which is one hundred eighty (180) days<br> following the Issue Date.	98%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President Email: ckramer6@bloomberg.net

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on September 23, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B – NOTICE OF CONVERSION

The undersigned hereby elects to convert $________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of September 23, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date<br> of conversion:
---	---
Applicable<br> Conversion Price:	$
Number<br> of shares of common stock to be issued pursuant to conversion of the Notes:
Amount<br> of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 23, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about September 23, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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g. Absence of Certain Changes. Since June 30, 2025, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

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COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
1800 DIAGONALLENDING LLC
---	---
By:	/s/ Curt Kramer
	Curt<br> Kramer
	President
Aggregate Principal Amount of Note:	$	155,760.00
---	---	---
Original Issue Discount	$	23,760.00
Aggregate Purchase Price:	$	132,000.00

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $155,760.00 in accordance with the Securities Purchase Agreement dated September 23, 2025 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

1. I am the duly appointed Chief Executive Officer of the Company.

2. The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.

3. As of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations have been waived expressly in writing signed by the purchaser.

4. The Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) (and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended.

5. There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since June 30, 2025, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).

6. The Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of September 23, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on September 23, 2025 at _________________which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated September 23, 2025 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $155,760.00 (including $23,760.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Issuer Direct Corporation, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW,THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: September 23, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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EVA LIVE INC.

September 23, 2025

Issuer Direct Corporation

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of September 23, 2025 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $155,760.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 255,606 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

EVA<br> LIVE INC.
/s/ David Boulette
David Boulette
Chief Executive Officer

Acknowledged and Agreed:

Issuer Direct Corporation

By:
Name:
Title:

Exhibit4.5

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC. Tranche # ______________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	November 14, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $180,550.00 (which includes an Original Issue Discount of $23,550.00) pursuant to that certain Securities Purchase Agreement dated as of November 14, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$150,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;
$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank<br> Name:	Chase<br> Bank
Bank<br> Address:	8565<br> W Warm Springs Rd, Las Vegas, NV 89113
SWIFT<br> Code
ABA<br> Routing:	021000021
Account<br> Number:	322271627
Account<br> Name:	EvaMedia<br> Corp
Account<br> Address:	7211<br> GALAXY DUNE CT LAS VEGAS NV 89148

THEISSUE PRICE OF THIS NOTE IS $180,550.00

THE ORIGINAL ISSUE DISCOUNT IS $23,550.00

Principal Amount:<br> 180,550.00
Purchase Price: 157,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $180,550.00 together with any interest as set forth herein, on August 15, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($180,550.00 * thirteen percent (13%) = $23,471.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $22,669.00 (a total payback to the Holder of $204,021.00). The first payment shall be due December 15, 2025 with eight (8) subsequent payments on the 15^th^ day of each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

Prepayment Period	Prepayment Percentage
1) The period beginning on the Issue Date and ending on the date which<br> is sixty (60) days following the Issue Date.	96%
2) The period beginning on date which is sixty-one (61) days following the Issue<br> Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	97%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on November 14, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $ __________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of November 14, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date of conversion:
---	---
Applicable Conversion Price:	$
Number of shares of common stock to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about November 14, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
1800 DIAGONALLENDING LLC
---	---
By:	/s/ Curt Kramer
	Curt<br> Kramer
	President
Aggregate Principal Amount of Note:	$	180,550.00
---	---	---
Original Issue Discount	$	23,550.00
Aggregate Purchase Price:	$	157,000.00

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $180,550.00 in accordance with the Securities Purchase Agreement dated November 14, 2025 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

I am the duly appointed Chief Executive Officer of the Company.

The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of November 14, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on November 14, 2025 at __________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated November 14, 2025 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $180,550.00 (including $23,550.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Equiniti Trust Company LLC, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion with respect to the Note)(such shares and the Note, collectively, the “Securities”) without any further action or confirmation by the Corporation; and the Corporation indemnifies Equiniti Trust Company LLC for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement;

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: November 14, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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EVA LIVE INC.

November 14, 2025

Equiniti Trust Company LLC

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of November 14, 2025 (the “Agreement”) providing for the issuance of a certain thirteen percent (13%) Promissory Note in the principal amount of $180,550.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 311,226 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent and its counsel), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company. Equiniti Trust Company shall have no duty or obligation to confirm the accuracy or information set forth in the Conversion Notice, and (iii) Reservation Release Letter.

The Company hereby requests that your firm act within three (3) business days of receipt of a notice of conversion, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, provided that the Investor agrees to pre-pay the full cost of processing the Conversion Notice. Equiniti Trust Company and the investor understand and agree to the current cost of processing each such conversion transaction is estimated to be between $350.00 and $475.00 through the investor understand and agrees that Equiniti Trust Company’s fee schedule is subject to change.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

EVA LIVE INC.

/s/ David Boulette
David Boulette
Chief Executive Officer
Acknowledged<br> and Agreed:
---
Equiniti<br> Trust Company LLC
By:
---
Name:
Title:

Exhibit4.6

Fundingdate _________

Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC.
	Tranche # ____ _____(GOAI)
	The<br> Plaza, 1800 Century Park East, Suite 600 Los Angeles, CA 90067
DATE:	January 14, 2026
RE:	Disbursement<br> of Funds

In connection with the funding of an aggregate of $123,050.00 (which includes an Original Issue Discount of $16,050.00) pursuant to that certain Securities Purchase Agreement dated as of January 14, 2026 (the “Agreement”), you are hereby directed to disburse such funds as follows:

1. $100,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;

$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

David Boulette
Chief Executive<br> Officer

ScheduleA

WireTransfer Instructions:

Bank<br> Name:	Chase<br> Bank
Bank Address:	8565 W Warm Springs Rd,<br> Las Vegas, NV 89113
	CHASUS33
SWIFT<br> Code	021000021
	505589116
ABA Routing:	Eva Live<br> Inc
	7211 Galaxy<br> Dune St, Las Vegas, NV 89148
Account Number:
Account Name:
Account Address:

THEISSUE PRICE OF THIS NOTE IS $123,050.00

THE ORIGINAL ISSUE DISCOUNT IS $16,050.00

Principal<br> Amount: 123,050.00
Purchase Price: 107,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $123,050.00 together with any interest as set forth herein, on October 15, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($123,050.00 * thirteen percent (13%) = $15,996.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments. The first payment shall be due February 15, 2026 with eight (8) subsequent payments on the 15th day of each month thereafter. The initial eight (8) payments shall be in the amount of $15,449.56 and the final ninth (9th) payment shall be $15,449.52 (a total payback to the Holder of $139,046.00). The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

Prepayment Period		Prepayment Percentage
1)	The<br> period beginning on the Issue Date and ending on the date which is sixty (60) days following<br> the Issue Date.	96%
2)	The<br> period beginning on date which is sixty-one (61) days following the Issue Date and ending<br> on the date which is one hundred eighty (180) days following the Issue Date.	97%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

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4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

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ARTICLE V. MISCELLANEOUS

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forumnon conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on January 14, 2026

EVA LIVE INC.
By:
	David Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of January 14, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The Borrower shall electronically transmit<br> the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its<br> Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
☐	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date<br> of conversion:
---	---
Applicable Conversion<br> Price:	$ _____________
Number of shares of common stock<br> to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due<br> remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 14, 2026, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about January 14, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 150,719,091 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

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g. Absence of Certain Changes. Since September 30, 2025, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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7. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVE INC.
By:
	David Boulette
	Chief<br> Executive Officer
1800 DIAGONAL LENDING LLC
---	---
By:
	Curt Kramer
	President
Aggregate Principal Amount of Note:	$	123,050.00
---	---	---
Original Issue Discount	$	16,050.00
Aggregate Purchase Price:	$	107,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on January 14, 2026 at which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated January 14, 2026 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $123,050.00 (including $16,050.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Equiniti Trust Company LLC, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW,THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion with respect to the Note)(such shares and the Note, collectively, the “Securities”) without any further action or confirmation by the Corporation; and the Corporation indemnifies Equiniti Trust Company LLC for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement;

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: January 14,<br>2026
	David<br> Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $123,050.00 in accordance with the Securities Purchase Agreement dated January 14, 2026 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

1. I am the duly appointed Chief Executive Officer of the Company.

5. There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since September 30, 2025, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of January 14, 2026.

David<br> Boulette
Chief<br> Executive Officer

EVA LIVE INC.

January 14, 2026

Equiniti Trust Company LLC

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of January 14, 2026 (the “Agreement”) providing for the issuance of a certain thirteen percent (13%) Promissory Note in the principal amount of $123,050.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 116,318 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent and its counsel), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company. Equiniti Trust Company shall have no duty or obligation to confirm the accuracy or information set forth in the Conversion Notice, and (iii) Reservation Release Letter.

The Company hereby requests that your firm act within three (3) business days of receipt of a notice of conversion, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, provided that the Investor agrees to pre-pay the full cost of processing the Conversion Notice. Equiniti Trust Company and the investor understand and agree to the current cost of processing each such conversion transaction is estimated to be between $350.00 and $475.00 through the investor understand and agrees that Equiniti Trust Company’s fee schedule is subject to change.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,
EVA LIVE INC.
David Boulette
Chief Executive Officer
Acknowledged and Agreed:
Equiniti Trust Company LLC
By:
Name:	Krista Riley
Title:	Stock Transfer Team Lead

Exhibit4.7

Fundingdate _________

Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	1800 DIAGONAL LENDING LLC
FROM:	EVA LIVE INC.
	Tranche # ____ _____(GOAI)
	The<br> Plaza, 1800 Century Park East, Suite 600 Los Angeles, CA 90067
DATE:	January 28, 2026
RE:	Disbursement<br> of Funds

In connection with the funding of an aggregate of $421,260.00 (which includes an Original Issue Discount of $64,260.00) pursuant to that certain Securities Purchase Agreement dated as of January 28, 2026 (the “Agreement”), you are hereby directed to disburse such funds as follows:

1. $350,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;

$2,500.00 to Naidich Wurman LLP for legal fee reimbursement; and
$4,500.00 to be retained by 1800 Diagonal Lending LLC for a due diligence fee.

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

David Boulette
Chief Executive<br> Officer

ScheduleA

WireTransfer Instructions:

Bank<br> Name:
Bank Address:
SWIFT<br> Code
ABA Routing:
Account Number:
Account Name:
Account Address:

THEISSUE PRICE OF THIS NOTE IS $421,260.00

THE ORIGINAL ISSUE DISCOUNT IS $64,260.00

Principal<br> Amount: 421,260.00
Purchase Price: 357,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $421,260.00 together with any interest as set forth herein, on November 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($421,260.00 * twelve percent (12%) = $50,551.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments as follows:

Payment<br> Date	Amount<br> of Payment
July<br> 30, 2026	$	235,905.52
August<br> 30, 2026	$	58,976.37
September<br> 30, 2026	$	58,976.37
October<br> 30, 2026	$	58,976.37
November<br> 30, 2026	$	58,976.37

(a total payback to the Holder of $471,811.00).

The Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

Prepayment Period		Prepayment Percentage
1)	The<br> period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date.	96%
2)	The<br>period beginning on date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred twenty (120) days<br>following the Issue Date.	97%
3)	The<br> period beginning on date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one<br> hundred eighty (180) days following the Issue Date.	98%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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4.2 Conversion Price. The conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Trading Price” means, for any security as of any date, the closing bid price on the or applicable exchange or trading market (the “Trading Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Trading Market is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

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4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

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ARTICLE V. MISCELLANEOUS

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forumnon conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on January 28, 2026

EVA LIVE INC.
By:
	David Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of January 28, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The Borrower shall electronically transmit<br> the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its<br> Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
☐	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date<br> of conversion:
---	---
Applicable Conversion<br> Price:	$ _____________
Number of shares of common stock<br> to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due<br> remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2026, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about January 28, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 31,342,285 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVE INC.
By:
	David Boulette
	Chief<br> Executive Officer
1800 DIAGONAL LENDING LLC
---	---
By:
	Curt Kramer
	President
Aggregate Principal Amount of Note:	$	421,260.00
---	---	---
Original Issue Discount	$	64,260.00
Aggregate Purchase Price:	$	357,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on January 28, 2026 at which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated January 28, 2026 (the “Agreement”) with 1800 DIAGONAL LENDING LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $421,260.00 (including $64,260.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Equiniti Trust Company LLC, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW,THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion with respect to the Note)(such shares and the Note, collectively, the “Securities”) without any further action or confirmation by the Corporation; and the Corporation indemnifies Equiniti Trust Company LLC for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement;

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: January 28,<br>2026
	David<br> Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $421,260.00 in accordance with the Securities Purchase Agreement dated January 28, 2026 by and among the Company and 1800 DIAGONAL LENDING LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

1. I am the duly appointed Chief Executive Officer of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of January 28, 2026.

David<br> Boulette
Chief<br> Executive Officer

EVA LIVE INC.

January 28, 2026

Equiniti Trust Company LLC

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of January 28, 2026 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $421,260.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 517,438 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent and its counsel), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company. Equiniti Trust Company shall have no duty or obligation to confirm the accuracy or information set forth in the Conversion Notice, and (iii) Reservation Release Letter.

The Company hereby requests that your firm act within three (3) business days of receipt of a notice of conversion, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, provided that the Investor agrees to pre-pay the full cost of processing the Conversion Notice. Equiniti Trust Company and the investor understand and agree to the current cost of processing each such conversion transaction is estimated to be between $350.00 and $475.00 through the investor understand and agrees that Equiniti Trust Company’s fee schedule is subject to change.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,
EVA LIVE INC.
David Boulette
Chief Executive Officer
Acknowledged and Agreed:
Equiniti Trust Company LLC
By:
Name:
Title:

Exhibit4.8

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	Boot Capital LLC
FROM:	EVA LIVE INC. Tranche # ______________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	March 12, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $113,455.00 (which includes an Original Issue Discount of $13,455.00) pursuant to that certain Securities Purchase Agreement dated as of March 12, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$100,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank Name:	Chase Bank
Bank Address:	8565 W Warm Springs Rd, Las<br> Vegas, NV 89113
SWIFT Code
ABA Routing:	Wire routing: 021000021
Account Number:	505589116
Account Name:	EvaMedia Corp
Account Address:	2029 Century Park E suite<br> 400 n Los Angeles, CA 90067, USA

THEISSUE PRICE OF THIS NOTE IS $113,455.00

THE ORIGINAL ISSUE DISCOUNT IS $13,455.00

Principal Amount:<br> 113,455.00
Purchase Price: 100,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Boot Capital LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of $113,455.00 together with any interest as set forth herein, on January 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($113,455.00 * twelve percent (12%) = $13,614.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $12,706.90 (a total payback to the Holder of $127,069.00). The first payment shall be due April 30, 2025 with nine (9) subsequent payments on the 30^th^ day of each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

Prepayment Period	Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date.	97%
The period beginning on date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	98%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

Boot Capital LLC

1688 Meridian Ave., Suite 723

Miami Beach, FL 33139

Attn: Peter Rosten, President

Email: rost_nyc@yahoo.com

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on March 12, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $______________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of March 12, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date of conversion:
---	---
Applicable Conversion Price:	$
Number of shares of common stock to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and Boot Capital LLC, a Delaware limited liability company, with its address at 1688 Meridian Ave., Suite 723, Miami Beach, FL 33139 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. [intentionally omitted.]

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
Boot Capital LLC
---	---
By:	/s/ Curt Kramer
	Peter Rosten
	President
Aggregate Principal Amount of Note:	$	113,455.00
---	---	---
Original Issue Discount	$	13,455.00
Aggregate Purchase Price:	$	100,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated March 12, 2025 (the “Agreement”) with Boot Capital LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $113,455.00 (including $13,455.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Issuer Direct Corporation, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: March 12, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $113,455.00 in accordance with the Securities Purchase Agreement dated March 12, 2025 by and among the Company and Boot Capital LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

I am the duly appointed Chief Executive Officer of the Company.
The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.
As of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations have been waived expressly in writing signed by the purchaser.
The Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) (and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended.
There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since September 30, 2024, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).
The Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of March 12, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

EVA LIVE INC.

March 12, 2025

Issuer Direct Corporation

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and Boot Capital LLC, a Delaware limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of March 12, 2025 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $113,455.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 175,865 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

/s/ David Boulette
David Boulette
Chief Executive Officer

Acknowledged and Agreed:

Issuer Direct Corporation

By:	/s/ KRISTA RILEY
Name:	KRISTA RILEY
Title:	Manager	Corporate Stock Transfer

Exhibit4.9

Funding date__________
Time: _______________

DISBURSEMENTAUTHORIZATION

TO:	Boot Capital LLC
FROM:	EVA LIVE INC. Tranche # ______________ (GOAI)<br><br> The Plaza, 1800 Century Park East, Suite 600<br><br> Los Angeles, CA 90067
DATE:	July 25, 2025
RE:	Disbursement of Funds

In connection with the funding of an aggregate of $116,000.00 (which includes an Original Issue Discount of $16,000.00) pursuant to that certain Securities Purchase Agreement dated as of July 25, 2025 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$100,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

/s/ David Boulette
David<br>Boulette
Chief<br>Executive Officer

ScheduleA

WireTransfer Instructions:

Bank<br> Name:	Chase<br> Bank
Bank<br> Address:	8565<br> W Warm Springs Rd, Las Vegas, NV 89113
SWIFT<br> Code	CHASUS33
ABA<br> Routing:	021000021
Account<br> Number:	505589116
Account<br> Name:	Eva<br> Live Inc
Account<br> Address:	7211<br> Galaxy Dune St, Las Vegas, NV 89148

THEISSUE PRICE OF THIS NOTE IS $116,000.00

THE ORIGINAL ISSUE DISCOUNT IS $16,000.00

Principal Amount:<br> 116,000.00
Purchase Price: 100,000.00

All values are in US Dollars.

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Boot Capital LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of $116,000.00 together with any interest as set forth herein, on May 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($116,000.00 * twelve percent (12%) = $13,920.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments as follows:

Payment Date	Amount of Payment
January 30, 2026	$	64,960.00
February 28, 2026	$	16,240.00
March 30, 2026	$	16,240.00
April 30, 2026	$	16,240.00
May 30, 2026	$	16,240.00

(a total payback to the Holder of $129,920.00).

Prepayment Period	Prepayment Percentage
1) The period beginning on the Issue Date and ending on the date which<br> is sixty (60) days following the Issue Date.	96%
2) The period beginning on date which is sixty-one (61) days following the Issue<br> Date and ending on the date which is one hundred twenty (120) days following the Issue Date.	97%
3) The period beginning on date which is one hundred twenty-one (121) days<br> following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	98%

ARTICLE II. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer Email: dave@eva.live

If to the Holder:

Boot Capital LLC

1688 Meridian Ave., Suite 723 Miami Beach, FL 33139

Attn: Peter Rosten, President Email: rost_nyc@yahoo.com

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5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 25, 2025

EVALIVE INC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $______________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of July 25, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]	The Borrower shall electronically<br> transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC<br> through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[ ]	The undersigned hereby requests that the Borrower<br> issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
Date of conversion:
---	---
Applicable Conversion Price:	$
Number of shares of common stock to be issued pursuant to conversion of the Notes:
Amount of Principal Balance due remaining under the Note after this conversion:
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and Boot Capital LLC, a Delaware limited liability company, with its address at 1688 Meridian Ave., Suite 723, Miami Beach, FL 33139 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 28, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. [intentionally omitted.]

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Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVEINC.
By:	/s/ David Boulette
	David<br> Boulette
	Chief<br> Executive Officer
Boot Capital LLC
---	---
By:	/s/ Curt Kramer
	Peter Rosten
	President
Aggregate Principal Amount of Note:	$	116,000.00
---	---	---
Original Issue Discount	$	16,000.00
Aggregate Purchase Price:	$	100,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on July 25, 2025 at __________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated July 25, 2025 (the “Agreement”) with Boot Capital LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $116,000.00 (including $16,000.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Issuer Direct Corporation, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: July 25, 2025	/s/ David Boulette
	David Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $116,000.00 in accordance with the Securities Purchase Agreement dated July 25, 2025 by and among the Company and Boot Capital LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

I am the duly appointed Chief Executive Officer of the Company.
The representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date of this Officer’s Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.
As of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations have been waived expressly in writing signed by the purchaser.
The Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) (and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended.
There has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since March 31, 2025, the date of the Company’s most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement), other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase Agreement).
The Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of July 25, 2025.

/s/ David Boulette
David Boulette
Chief Executive Officer

EVA LIVE INC.

July 25, 2025

Issuer Direct Corporation

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and Boot Capital LLC, a Delaware limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of July 25, 2025 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $116,000.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 366,074 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,

EVA LIVE INC.
/s/ David Boulette
David Boulette
Chief Executive Officer

Acknowledged and Agreed:

Issuer Direct Corporation

By:	/s/ Anya Lewis
Name:	Anya Lewis
Title:	Sr Platform Specialist

Exhibit 4.10

Funding date_________
Time:_______________

DISBURSEMENTAUTHORIZATION

TO:	Boot<br> Capital LLC
FROM:	EVA LIVE INC.
	Tranche # ___ ________(GOAI)
	The<br> Plaza, 1800 Century Park East, Suite 600<br><br> <br>Los<br> Angeles, CA 90067
DATE:	January 14, 2026
RE:	Disbursement<br> of Funds

In connection with the funding of an aggregate of $57,500.00 (which includes an Original Issue Discount of $7,500.00) pursuant to that certain Securities Purchase Agreement dated as of January 14, 2026 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$50,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

David Boulette
Chief Executive Officer

Schedule A

Wire Transfer Instructions:
Bank Name:	Chase Bank
Bank Address:	8565 W Warm Springs Rd, Las Vegas, NV 89113
	CHASUS33
	021000021
SWIFT Code	505589116
ABA Routing:	Eva Live Inc
	7211 Galaxy Dune St, Las Vegas, NV 89148
Account Number:
Account Name:
Account Address:

THEISSUE PRICE OF THIS NOTE IS $57,500.00

THEORIGINAL ISSUE DISCOUNT IS $7,500.00

Principal Amount: $57,500.00<br><br> <br>Purchase Price: $50,000.00	Issue Date: January 14, 2026

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Boot Capital LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of $57,500.00 together with any interest as set forth herein, on October 15, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($57,500.00 * thirteen percent (13%) = $7,475.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments. The first payment shall be due February 15, 2026 with eight (8) subsequent payments on the 15th day of each month thereafter. The initial eight (8) payments shall be in the amount of $7,219.45 and the final ninth (9th) payment shall be $7,219.40 (a total payback to the Holder of $64,975.00). The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

Prepayment Period		Prepayment Percentage
1)	The<br> period beginning on the Issue Date and ending on the date which<br> is sixty (60) days following the Issue Date.	96%
2)	The<br> period beginning on date which is sixty-one (61) days following the Issue Date and ending<br> on the date which is one hundred eighty (180) days following<br> the Issue Date.	97%

ARTICLEII. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Financial Statement Restatement.The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

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4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

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If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

Boot Capital LLC

1688 Meridian Ave., Suite 723

Miami Beach, FL 33139

Attn: Peter Rosten, President

Email: rost_nyc@yahoo.com

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forumnon conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on January 14, 2026

EVA LIVE INC.

By:
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $___________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of January 14, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The<br> Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice<br> of Conversion to the account of the undersigned or its nominee with DTC through its Deposit<br> Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐	The<br> undersigned hereby requests that the Borrower issue a certificate or certificates for the<br> number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional<br> space is necessary, on an attachment hereto:
Date of<br> conversion:	______________
---	---
Applicable<br> Conversion Price:	$_______________
Number<br> of shares of common stock to be issued pursuant to conversion of the Notes:	_______________
Amount<br> of Principal Balance due remaining under the Note after this conversion:	______________
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 14, 2026, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and Boot Capital LLC, a Delaware limited liability company, with its address at 1688 Meridian Ave., Suite 723, Miami Beach, FL 33139 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about January 14, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. [intentionally omitted.]

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a. The Buyer shall have executed this Agreement and delivered the same to the Company. Section 1(b) above.

b. The Buyer shall have delivered the Purchase Price in accordance with

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a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA<br> LIVE INC.
By:
	David<br> Boulette
	Chief<br> Executive Officer
Boot<br> Capital LLC
By:
	Peter<br> Rosten
	President
Aggregate Principal Amount of Note:	$	57,500.00
---	---	---
Original Issue Discount	$	7,500.00
Aggregate Purchase Price:	$	50,000.00

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $57,500.00 in accordance with the Securities Purchase Agreement dated January 14, 2026 by and among the Company and Boot Capital LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

1. I am the duly appointed Chief Executive Officer of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of January 14, 2026.

David Boulette
Chief Executive Officer

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on January 14, 2026 at _________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated January 14, 2026 (the “Agreement”) with Boot Capital LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $57,500.00 (including $7,500.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Equiniti Trust Company LLC, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion with respect to the Note)(such shares and the Note, collectively, the “Securities”) without any further action or confirmation by the Corporation; and the Corporation indemnifies Equiniti Trust Company LLC for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement;

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: January 14, 2026
	David Boulette
	Chief Executive Officer

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EVA LIVE INC.

January 14, 2026

Equiniti Trust Company LLC

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and Boot Capital LLC, a Delaware limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of January 14, 2026 (the “Agreement”) providing for the issuance of a certain thirteen percent (13%) Promissory Note in the principal amount of $57,500.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 54,354 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent and its counsel), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company. Equiniti Trust Company shall have no duty or obligation to confirm the accuracy or information set forth in the Conversion Notice, and (iii) Reservation Release Letter.

The Company hereby requests that your firm act within three (3) business days of receipt of a notice of conversion, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, provided that the Investor agrees to pre-pay the full cost of processing the Conversion Notice. Equiniti Trust Company and the investor understand and agree to the current cost of processing each such conversion transaction is estimated to be between $350.00 and $475.00 through the investor understand and agrees that Equiniti Trust Company’s fee schedule is subject to change.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,
EVA LIVE INC.
David Boulette
Chief Executive Officer
Acknowledged and Agreed:
Equiniti Trust Company LLC
By:
---	---
Name:	Krista Riley
Title:	Stock Transfer Team Lead

Exhibit 4.11

Funding date_________
Time:_______________

DISBURSEMENTAUTHORIZATION

TO:	Boot<br> Capital LLC
FROM:	EVA LIVE INC.
	Tranche # ___ ________(GOAI)
	The<br> Plaza, 1800 Century Park East, Suite 600<br><br> <br>Los<br> Angeles, CA 90067
DATE:	January 28, 2026
RE:	Disbursement<br> of Funds

In connection with the funding of an aggregate of $177,000.00 (which includes an Original Issue Discount of $27,000.00) pursuant to that certain Securities Purchase Agreement dated as of January 28, 2026 (the “Agreement”), you are hereby directed to disburse such funds as follows:

$150,000.00 to EVA LIVE INC. in accordance with the wire transfer instructions attached as Schedule A hereto;

Upon receipt of such funds, you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).

David Boulette
Chief Executive Officer

Schedule A

Wire Transfer Instructions:
Bank Name:
Bank Address:
SWIFT Code
ABA Routing:
Account Number:
Account Name:
Account Address:

THEISSUE PRICE OF THIS NOTE IS $177,000.00

THEORIGINAL ISSUE DISCOUNT IS $27,000.00

Principal Amount: $177,000.00<br><br> <br>Purchase Price: $150,000.00	Issue Date: January 28, 2026

PROMISSORYNOTE

FORVALUE RECEIVED, EVA LIVE INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Boot Capital LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of $177,000.00 together with any interest as set forth herein, on November 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($177,000.00 * twelve percent (12%) = $21,240.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments as follows:

Payment Date	Amount of Payment
July 30, 2026	$	99,120.00
August 30, 2026	$	24,780.00
September 30, 2026	$	24,780.00
October 30, 2026	$	24,780.00
November 30, 2026	$	24,780.00

(a total payback to the Holder of $198,240.00).

Prepayment Period		Prepayment<br> Percentage
1)	The<br> period beginning on the Issue Date and ending on the date which is sixty (60) days following<br> the Issue Date.	96%
2)	The<br> period beginning on date which is sixty-one (61) days following the Issue Date and ending<br> on the date which is one hundred twenty (120) days following<br> the Issue Date.	97%
3)	The<br> period beginning on date which is one hundred twenty-one (121) days following the Issue Date<br> and ending on the date which is one hundred eighty (180) days following the Issue Date.	98%

ARTICLEII. CERTAIN COVENANTS

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

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3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Financial Statement Restatement.The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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ARTICLE IV. CONVERSION RIGHTS

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If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

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4.4 Method of Conversion.

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4.6 Effect of Certain Events.

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ARTICLE V. MISCELLANEOUS

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If to the Borrower, to:

EVA LIVE INC.

The Plaza, 1800 Century Park East, Suite 600

Los Angeles, CA 90067

Attn: David Boulette, Chief Executive Officer

Email: dave@eva.live

If to the Holder:

Boot Capital LLC

1688 Meridian Ave., Suite 723

Miami Beach, FL 33139

Attn: Peter Rosten, President

Email: rost_nyc@yahoo.com

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forumnon conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on January 28, 2026

EVA LIVE INC.

By:
	David<br> Boulette
	Chief<br> Executive Officer

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EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

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EXHIBIT B — NOTICE OF CONVERSION

The undersigned hereby elects to convert $___________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of EVA LIVE INC., a Nevada corporation (the “Borrower”) according to the conditions of the promissory note of the Borrower dated as of January 28, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The<br> Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice<br> of Conversion to the account of the undersigned or its nominee with DTC through its Deposit<br> Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐	The<br> undersigned hereby requests that the Borrower issue a certificate or certificates for the<br> number of shares of Common Stock set forth below (which numbers are based on the Holder’s<br> calculation attached hereto) in the name(s) specified immediately below or, if additional<br> space is necessary, on an attachment hereto:
Date of<br> conversion:	______________
---	---
Applicable<br> Conversion Price:	$_______________
Number<br> of shares of common stock to be issued pursuant to conversion of the Notes:	_______________
Amount<br> of Principal Balance due remaining under the Note after this conversion:	______________
By:
---
Name:
Title:
Date:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2026, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and Boot Capital LLC, a Delaware limited liability company, with its address at 1688 Meridian Ave., Suite 723, Miami Beach, FL 33139 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about January 28, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 31,342,285 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. [intentionally omitted.]

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a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA<br> LIVE INC.
By:
	David<br> Boulette
	Chief<br> Executive Officer
Boot<br> Capital LLC
By:
	Peter<br> Rosten
	President
Aggregate Principal Amount of Note:	$	177,000.00
---	---	---
Original Issue Discount	$	27,000.00
Aggregate Purchase Price:	$	150,000.00

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CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF

EVALIVE INC.

I, the undersigned, do hereby certify that at a meeting of the Board of Directors of EVA LIVE INC., a corporation organized under the laws of the State of Nevada (the “Corporation”), duly held on January 28, 2026 at _________________ which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement dated January 28, 2026 (the “Agreement”) with Boot Capital LLC, in connection with the issuance of a promissory note of the Corporation, in the form attached hereto as Exhibit A, in the aggregate principal amount of $177,000.00 (including $27,000.00 of Original Issue Discount) (the “Note”); and in connection therewith to enter into an irrevocable letter agreement with Equiniti Trust Company LLC, the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note (only upon default); the issuance of such shares of common stock in connection with a conversion of the Note (the “Letter Agreement”);

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion with respect to the Note)(such shares and the Note, collectively, the “Securities”) without any further action or confirmation by the Corporation; and the Corporation indemnifies Equiniti Trust Company LLC for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement;

RESOLVED, that the Corporation is hereby authorized to issue the Securities;

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IN WITNESS WHEREOF, I have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.

Dated: January 28, 2026
	David Boulette
	Chief Executive Officer

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OFFICER’S CERTIFICATE

The undersigned, David Boulette, Chief Executive Officer of EVA LIVE INC., a Nevada Corporation (the “Company”), in connection with the authorization and issuance of the Promissory Note of the Company in the amount of $177,000.00 in accordance with the Securities Purchase Agreement dated January 28, 2026 by and among the Company and Boot Capital LLC (the “Purchase Agreement” terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement), hereby certifies that:

1. I am the duly appointed Chief Executive Officer of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of January 28, 2026.

David Boulette
Chief Executive Officer

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EVA LIVE INC.

January 28, 2026

Equiniti Trust Company LLC

One Glenwood Ave, Suite 1001

Raleigh, NC 27603

Ladies and Gentlemen:

EVA LIVE INC., a Nevada corporation (the “Company”) and Boot Capital LLC, a Delaware limited liability company (the “Investor”), have entered into a Securities Purchase Agreement dated as of January 28, 2026 (the “Agreement”) providing for the issuance of a certain twelve percent (12%) Promissory Note in the principal amount of $177,000.00 (the “Note”) of the Company in favor of the Investor which is convertible into common stock of the company in the event of default.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 217,411 shares of common stock) for issuance upon full conversion of the Note in accordance with the terms thereof. Additionally, the amount of Common Stock so reserved may be increased, from time to time, unilaterally by written instructions of the Investor, so that the reserve is compliant with the Reserved Amount as defined in the Note.

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent and its counsel), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company. Equiniti Trust Company shall have no duty or obligation to confirm the accuracy or information set forth in the Conversion Notice, and (iii) Reservation Release Letter.

The Company hereby requests that your firm act within three (3) business days of receipt of a notice of conversion, without delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, provided that the Investor agrees to pre-pay the full cost of processing the Conversion Notice. Equiniti Trust Company and the investor understand and agree to the current cost of processing each such conversion transaction is estimated to be between $350.00 and $475.00 through the investor understand and agrees that Equiniti Trust Company’s fee schedule is subject to change.

The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

Very truly yours,
EVA LIVE INC.
David Boulette
Chief Executive Officer
Acknowledged and Agreed:
Equiniti Trust Company LLC
By:
---	---
Name:	Krista Riley
Title:	Stock Transfer Team Lead

Exhibit 4.12

CONVERTIBLEPROMISSORY NOTE AGREEMENT

This Convertible Promissory Note Agreement (this “Agreement”) is made and entered into as of December 10, 2025 (the “Effective Date”), by and between Javanshir Khazali, an individual having an address at 26553 Lucinda, Mission Viejo, CA 92691 (“Lender”), and Eva Live Inc., a corporation having an address at 1800 Century Park E, Century City, CA 90067 (“Borrower”).

RECITALS

**WHEREAS,**Borrower desires to borrow funds from Lender, and Lender desires to lend funds to Borrower, subject to the terms and conditions set forth herein;

**WHEREAS,**Lender is willing to make a loan to Borrower in exchange for the right to convert such loan into equity securities of Borrower upon the terms set forth herein;

NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLEI – LOAN TERMS

Section1.1 Principal Amount and Funding

Lender agrees to loan to Borrower the principal amount of One Hundred Ten Thousand Dollars ($110,000.00) (the “Principal”). The Principal includes an Original Issue Discount as set forth in Section 1.2.

Section1.2 Original Issue Discount (OID)

This Note carries an Original Issue Discount (“OID”) of ten percent (10%), being Ten Thousand Dollars ($10,000.00). Accordingly, upon execution of this Agreement, Lender shall fund One Hundred Thousand Dollars ($100,000.00) (the “Funding Amount”) to Borrower.

Section1.3 Interest Rate

The outstanding Principal shall bear simple interest at the rate of ten percent (10%) per annum, calculated based on a 365-day year.

Section1.4 Term and Maturity Date

The term of this Note shall be one (1) year from the Effective Date. Unless earlier converted or prepaid, all outstanding Principal and accrued Interest shall be due and payable on December 10, 2026 (the “Maturity Date”).

ARTICLEII – CONVERSION

Section2.1 Fixed Conversion Price

The Note shall be convertible into shares of common stock of Borrower at a fixed conversion price of Two Dollars and Sixty Cents ($2.60) per share (the “Conversion Price”).

Section2.2 Conversion Rights

(a) Voluntary Conversion: At any time during the term of this Note, Lender may, at Lender’s sole discretion, elect to convert all or any portion of the outstanding Principal and accrued Interest into shares of common stock of Borrower at the Conversion Price.

(b) Conversion Upon Default: In the event of a Default (as defined herein), Lender shall have the right to convert all outstanding Principal and accrued Interest into shares of common stock of Borrower at the Conversion Price.

Section2.3 Conversion Calculation

The number of shares issuable upon conversion shall be calculated as follows:

Numberof Shares = (Principal + Accrued Interest) ÷ Conversion Price

ARTICLEIII – SUMMARY OF TERMS

Term	Details
Funding<br> Amount	$100,000.00
Original<br> Issue Discount (OID)	10%<br> ($10,000.00)
Principal<br> Amount	$110,000.00
Interest<br> Rate	10%<br> per annum
Interest<br> Amount (1 year)	$11,000.00
Total<br> Amount Due at Maturity	$121,000.00
Conversion<br> Price	$2.60<br> per share
Total<br> Shares Upon Full Conversion	46,538 shares
Term	1<br> Year
Effective<br> Date	December<br> 10, 2025
Maturity<br> Date	December<br> 10, 2026

ARTICLEIV – DEFAULT

Section4.1 Events of Default

Each of the following shall constitute an “Event of Default”:

(a) Failure by Borrower to pay any amount due under this Note within ten (10) days of when due;

(b) Borrower’s breach of any material representation, warranty, or covenant contained herein;

(d) Any material adverse change in Borrower’s financial condition or business operations.

ARTICLEV – REPRESENTATIONS AND WARRANTIES

Section 5.1 Borrower represents and warrants that: (a) Borrower is a corporation duly organized and validly existing under the laws of its state of incorporation; (b) Borrower has full power and authority to execute this Agreement and to perform its obligations hereunder; (c) This Agreement constitutes a valid and binding obligation of Borrower, enforceable in accordance with its terms.

ARTICLEVI – MISCELLANEOUS

Section 6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

Section 6.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written.

Section 6.3 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both parties.

Section 6.4 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

IN WITNESS WHEREOF, the parties have executed this Convertible Promissory Note Agreement as of the date first written above.

LENDER:
/s/ JavanshirKhazali
Javanshir Khazali

26553 Lucinda, Mission Viejo, CA 92691

Date: December 10, 2025

BORROWER:
Eva Live Inc.
By:
Name:
Title:
1800 Century<br> Park E, Century City, CA 90067
Date:

Exhibit4.14

DESCRIPTIONOF REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

The following description sets forth certain material terms and provisions of the common stock of Eva Live Inc., a Nevada corporation which are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the Nevada Revised Statutes (“NRS”). The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the relevant provisions of the NRS, and to our Articles of Incorporation, as amended to date (the “Articles of Incorporation”), and our bylaws, as amended to date (the “Bylaws”), which are filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, of which this Exhibit is a part, and are incorporated by reference herein. We encourage you to read the Company’s Articles of Incorporation and the Bylaws, and the relevant provisions of the NRS for additional information. Unless the context requires otherwise, all references to “we,” “us,” “our” and the “Company” in this Exhibit 4.14 refer solely to Eva Live Inc.

Authorizedand Outstanding Capital Stock

We have authorized capital stock consisting of 300,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock. As of March 16, 2026, we had 31,485,389 shares of common stock outstanding and no shares of our preferred stock issued and outstanding.

CommonStock

The following summarizes our common stock’s material rights and restrictions. This description does not purport to be a complete description of all the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this registration statement.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available, therefore, when, as, and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto, and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

Our Bylaws provide that at all meetings of the stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. A “plurality” means the excess votes cast for one candidate over another. When there are more than two competitors for the same office, the person who receives the greatest number of votes has a plurality.

ExchangeListing

Our common stock is listed on The Nasdaq Capital Market under the symbol “GOAI.”

TransferAgent and Registrar

Our transfer agent and registrar for all securities registered under Section 12 of the Exchange Act is Equiniti Trust Company LLC.

Anti-TakeoverEffects of Nevada Law and the Articles of Incorporation and Bylaws

Certain provisions of the Articles of Incorporation and Bylaws, and certain provisions of the NRS could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.

Authorizedbut Unissued Shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuance. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Our authorized capital includes “blank check”. Our Board of Directors has the authority to issue preferred stock in one or more class or series and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our Company.

Actionby Written Consent

Our Bylaws provide that any action required or permitted by law, the Articles of Incorporation, or Bylaws to be taken at a meeting of the stockholders of the Company may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

AdvanceNotice Requirements

Stockholders wishing to nominate persons for election to our Board of Directors at a meeting or to propose any business to be considered by our stockholders at a meeting must comply with certain advance notice and other requirements set forth in our Bylaws and Rule 14a-8 of the Exchange Act.

SpecialMeetings

Our Bylaws provide that special meetings of stockholders may be called by the Chief Executive Officer or the Board of Directors, and will be called by the Chief Executive Officer or Secretary at the request in writing of the stockholders owning ten percent (10%) of the outstanding shares of capital stock of the Company entitled to vote at such meeting.

BoardVacancies

Our Bylaws provide that any vacancy on our Board of Directors, howsoever resulting, may be filled by a majority vote of the remaining directors.

Removalof Directors

Our Bylaws provide that the Board of Directors may, by majority vote of the directors then in office, remove a director for cause. The owners of a majority of the outstanding shares of capital stock may remove any director or the entire Board of Directors, with or without cause, either by a vote at a special meeting or annual meeting, or by written consent.

Rightto Alter, Amend or Repeal Bylaws

Our Bylaws provide that they may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting.

Indemnificationof Officers and Directors and Insurance

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the NRS. NRS Section 78.7502, provides that a corporation may indemnify any director, officer, employee or agent of a corporation against expenses, including fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

Our Articles of Incorporation provide that we will indemnify our directors, officers, employees and agents fully, or if not possible, partially, permitted by the provisions of the NRS

NevadaAnti-Takeover Statutes

The NRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested stockholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested stockholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada which has two hundred or more stockholders, at least one hundred of whom are stockholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation.

Exhibit 10.5

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (“Agreement”) is made and entered into as of May 27^th^2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Riz Jamal, an individual residing at Kitchener Canada (“Director”).

1. Appointment

The Company hereby appoints Director to serve as an independent member of its Board of Directors (“Board”), and Director hereby accepts such appointment, subject to the terms and conditions of this Agreement and the Company’s bylaws.

2. Duties and Responsibilities

Director agrees to perform such duties as are customarily performed by a member of a board of directors of a similarly situated corporation, including, without limitation:

●	Attending meetings of the Board and any committees to which<br>Director may be appointed;
●	Providing independent oversight of management and Company affairs;
●	Acting in the best interests of the Company and its stockholders;
●	Complying with applicable laws, regulations, and the Company’s<br>policies.

Director agrees to devote the time and attention reasonably necessary to fulfill these responsibilities.

3. Compensation

As compensation for services rendered under this Agreement, the Company shall pay Director an annual fee of $50,000 USD, payable in equal quarterly installments. Director shall not be entitled to any additional compensation except as specifically approved by the Board.

4. Expenses

The Company shall reimburse Director for reasonable and documented out-of-pocket expenses incurred in connection with the performance of Director’s duties, including travel expenses to attend meetings.

5. Independent Contractor

Director acknowledges and agrees that they are acting as an independent contractor and not as an employee or agent of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

6. Term and Termination

This Agreement shall remain in effect until terminated by either party upon thirty (30) days’ prior written notice. Termination shall not affect any rights or obligations accrued prior to the effective date of termination.

7. Confidentiality

Director agrees to maintain in confidence and not disclose any confidential or proprietary information of the Company learned in connection with their service on the Board, both during and after the term of this Agreement.

8. Indemnification

To the fullest extent permitted by law and the Company’s governing documents, the Company shall indemnify Director against all expenses and liabilities reasonably incurred in connection with Director’s role, provided such conduct was in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles.

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Riz<br> Jamal
Independent<br> Director
Date:	May<br> 27^th^ 2025
EVA LIVE INC.
By:
Name:	David<br> Boulette
Title:	CEO
Date:	May<br> 27 2025

Exhibit10.6

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and Boot Capital LLC, a Delaware limited liability company, with its address at 1688 Meridian Ave., Suite 723, Miami Beach, FL 33139 (the “Buyer”).

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 28, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. [intentionally omitted.]

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a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVE INC.
By:
	David Boulette
	Chief Executive Officer
Boot Capital LLC
---	---
By:
	Peter Rosten
	President
Aggregate Principal Amount of Note:	$	116,000.00
---	---	---
Original Issue Discount	$	16,000.00
Aggregate Purchase Price:	$	100,000.00

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Exhibit10.7

SECURITIES PURCHASE AGREEMENT

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 25, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVE INC.
By:
	David Boulette
	Chief Executive Officer
1800 DIAGONAL LENDING LLC
---	---
By:
	Curt Kramer
	President
Aggregate Principal Amount of Note:	$	240,120.00
---	---	---
Original Issue Discount	$	33,120.00
Aggregate Purchase Price:	$	207,000.00

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EXHIBIT10.8

MEDIABUYING AGREEMENT

This Media Buying Agreement (the “Agreement”) is dated May 5, 2022 (the “Effective Date”) and is between Brightcast llc and DOMAIN DEVELOPMENT CORPORATION (“BRIGHTCAST”) and Eva Live Inc (“Company”). The parties agree as follows:

1.	Appointment of Company. Subject to the terms and conditions of this Agreement, BRIGHTCAST wishes<br> to engage Company to provide the Services set out herein.
2.	Services. For purposes of this Agreement, the “Services” to be performed by Company<br> shall mean the following:
---	---
a.	Company<br> is the media buyer and is being granted permission by BRIGHTCAST to make media buys for BRIGHTCAST<br> and/or approved affiliates of BRIGHTCAST. Ad spend targets, ad spend sources and any changes<br> thereto must be mutually agreed upon in writing between the parties (email sufficing), provided<br> that Company may, in its reasonable discretion, pause any media buy campaign in accordance<br> with the terms of this Agreement and BRIGHTCAST may, in its sole discretion, request a pause<br> of any media buy campaign in accordance with the terms of this Agreement.
---	---
b.	Site<br> visitors will be directed by Company to landing pages that are mutually agreed upon with<br> BRIGHTCAST, which will leverage BRIGHTCAST’s agreement with Oath Holdings, Inc. dated<br> July 11, 2007 (the “Oath Agreement”) for advertising revenue (formerly known<br> as Yahoo Holdings, Inc., now owned by Verizon Media Group) (“Oath”).
c.	Company<br> will be responsible for contributing and/or funding the money for the ad spends on behalf<br> of BRIGHTCAST.
3.	Responsibilities of BRIGHTCAST. To facilitate Company to perform the Services BRIGHTCAST undertakes the<br> following:
---	---
a.	Revenue<br> generated from such ad spends shall be owed and paid by Oath to BRIGHTCAST pursuant to the<br> Oath Agreement. BRIGHTCAST will then pay the Fees to Company, in accordance with the provisions<br> of Section 4 below, contingent on the limitations of Section 5, as outlined below.
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b.	BRIGHTCAST<br> will provide Company with 24/7 access to a proprietary revenue reporting platform (the “BRIGHTCAST<br> Platform” which will permit Company to track estimated net paid search revenues. BRIGHTCAST<br> grants to Company a limited revocable license to use the BRIGHTCAST Platform solely in connection<br> with performance of the Services under this Agreement (the “BRIGHTCAST Platform License”).<br> BRIGHTCAST represents that it owns or licenses all intellectual property associated with<br> the BRIGHTCAST platform that is required to grant the BRIGHTCAST Platform License to Company.
4.	Revenue Share Fees. Subject to Company’s full compliance with this agreement, BRIGHTCAST<br> will pay to Company a revenue share (the “Fees”) of eighty-five percent (85%)<br> of “Paid Search Revenues” upon BRIGHTCAST receiving search revenues due by Oath<br> (also known as VMG or Yahoo). “Paid Search Revenues” for any period means search<br> revenues received by BRIGHTCAST pursuant to the Oath Agreement and related to this Media<br> Buying Agreement. The revenue share amounts will be due and payable for the term of this<br> Agreement between BRIGHTCAST and Company, so long as this Agreement remains in effect. Payment<br> of Fees owed by BRIGHTCAST to Company will occur within ten (10) days upon receipt of payment<br> from Oath. Only ad buys attributed to Company will be considered for the revenue share outlined<br> in this Section 4.
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5.	Clawbacks. Fees paid to BRIGHTCAST under the Oath Agreement with respect to poor quality traffic,<br> ad creatives that are not in compliance with Oath policies, or for any other reason at Oath’s<br> sole discretion are subject to clawbacks pursuant to the Oath Agreement following payment<br> of such fees by Oath to BRIGHTCAST, it being agreed that clawback responsibilities shall<br> survive the termination of this Agreement for purposes of recouping any applicable clawback<br> from Company. If traffic generated by Company’s performance of the Services becomes<br> subject to such a clawback under the Oath Agreement or otherwise and it is clear, based on<br> industry standards, that Company is at fault for causing the clawback, Company will refund<br> to BRIGHTCAST one hundred percent (100%) of any such clawbacks, refunds or deductions imposed<br> by Oath. If traffic generated by Company’s performance of the Services becomes subject<br> to such a clawback under the Oath Agreement or otherwise and it is unclear, based on industry<br> standards, who is at fault for causing the clawback, Company will refund to BRIGHTCAST fifty<br> percent (50%) of the actual costs associated with such clawback imposed by Oath. If a clawback<br> is principally due to policy violations under the Oath Agreement or otherwise by BRIGHTCAST,<br> then BRIGHTCAST will be responsible for one hundred percent (100%) of any such clawbacks,<br> refunds or deductions imposed by Oath.
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6.	Availability; Changes. During the Term, Company agrees to use reasonable effort to maintain, at all<br> times, the operation and availability of the Company’s Services, subject to temporary<br> suspensions or delays due to causes beyond the Company’s reasonable control and to<br> Company’s right to suspend any Services in accordance with the terms of this Agreement.<br> Company will notify BRIGHTCAST of any such suspension as soon as reasonably practicable.<br> If the data provided to Company through the BRIGHTCAST Platform is not in substantial alignment<br> with actual net paid search revenues as determined in Company’s reasonable discretion,<br> then, notwithstanding any other provision of this Agreement, Company may pause any media<br> buying campaign until such time as accurate information is provide to Company through the<br> BRIGHTCAST Platform. If the BRIGHTCAST Platform does not provide accurate estimated net paid<br> search revenues for a period of two (2) weeks, Company may terminate this agreement on one<br> (1) week notice.
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7.	Full Disclosure. Company agrees to, at all times during the term of this Agreement, provide<br> BRIGHTCAST with full visibility into the buying tactics, sources, and creatives related to<br> Services provided under this Agreement. Company will provide BRIGHTCAST with access to a<br> complete list of implementation listings and/or advertisements, keywords and creatives on<br> a weekly basis, unless there is an open inquiry by Oath in which case all requested information<br> must be provided within two hours of written request during standard business hours.
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8.	Oath & Verizon Media Group Policies, Updates, and Requirements. BRIGHTCAST and Company<br> agree to and are responsible, at all times during the Term of this Agreement, to adhere to<br> Oath’s and Verizon Media Group’s written policies and requirements in effect<br> during the Term and shared with or made available to the applicable party.
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9.	Traffic Quality. Pursuant to the Oath Agreement, all traffic must adhere to traffic quality targets<br> of 7 for desktop and 5 for mobile (the “Oath Traffic Quality Requirements”),<br> unless BRIGHTCAST modifies those targets for any reason (email sufficing). Company will use<br> commercially reasonable efforts to comply with the Oath Traffic Quality Requirements. If<br> BRIGHTCAST reasonably believes the Oath Traffic Quality Requirements are not being met, Company<br> will pause any campaign within three hours upon written request from BRIGHTCAST during standard<br> business hours. If Company is unable to pause a campaign within three hours of receipt of<br> a written request from BRIGHTCAST during standard business hours, BRIGHTCAST, at its sole<br> discretion, may disable the lander page(s).
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10.	Confidentiality. Company and BRIGHTCAST shall each (a) hold the Confidential Information of the other<br> Party in trust and confidence, using the same degree of care as it uses to avoid unauthorized<br> use, disclosure, or dissemination of its own Confidential Information of a similar nature,<br> but not less than reasonable care, (b) disclose the Confidential Information of the other<br> Party only to those of its employees and consultants having a need to know in order to meet<br> its obligations hereunder as long as said employees and consultants are bound to confidentiality<br> obligations that are consistent with this Agreement, and (c) not use the Confidential Information<br> of the other Party for any purpose whatsoever except as expressly contemplated under this<br> Agreement. Each Party shall be responsible for compliance with this Agreement by its employees<br> and consultants. The Receiving party will promptly return<br> or destroy the other party’s Confidential Information upon request of the Disclosing<br> Party.
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a.	The<br> term “Confidential Information” shall mean any and all information, business<br> practices, or proprietary materials (in every form and media) not generally known in the<br> relevant trade or industry and which have been or are hereafter disclosed or made available<br> by either Party (the “Disclosing Party”) to the other (the “Receiving Party”)<br> in connection with the efforts contemplated hereunder, including, without limitation, (a)<br> all trade secrets and other intellectual property, (b) existing or contemplated products,<br> services, designs, technology, processes, technical data, engineering, techniques, methodologies<br> and concepts and any information related thereto, (c) Personal Information, (d) information<br> relating to business plans, relationships, processes, sales or marketing methods and Company<br> lists or requirements and (e) this Agreement and information disclosed by either party in<br> connection with the preparation, negotiation and performance of this Agreement.
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b.	The<br> obligations under this Section 10 will not apply to information that the Receiving Party<br> can demonstrate (a) was in its possession at the time of disclosure and without restriction<br> as to confidentiality, (b) at the time of disclosure was generally available to the public<br> or after disclosure becomes generally available to the public through no breach of agreement<br> or other wrongful act by the Receiving Party, (c) has been received from a third Party without<br> restriction on disclosure and without breach of agreement by the Receiving Party, or (d)<br> is independently developed by the Receiving Party without reference to or use of the Confidential<br> Information of the Disclosing Party. In addition, the Receiving Party may disclose Confidential<br> Information as required to comply with binding orders of governmental entities that have<br> jurisdiction over it, provided that the Receiving Party (A) gives, if possible, the<br> Disclosing Party reasonable written notice to allow the disclosing Party to seek a protective<br> order or another appropriate remedy, (B) discloses only such Confidential Information as<br> is required by the governmental entity, and (C) uses commercially reasonable efforts to obtain<br> confidential treatment for any Confidential Information so disclosed.
c.	The<br> parties agree that Personal Information will in no event be deemed to be subject to any exclusion<br> set forth in subsection b, and Company hereby represents, warrants and certifies that its<br> collection, access, use, storage, disposal, and disclosure of Personal Information does and<br> will comply with federal and state privacy and data security laws, as well as any other applicable<br> regulations and policies.
11.	Intellectual Property.
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Company acknowledges and agrees that BRIGHTCAST or its licensors are and shall remain the sole and exclusive owners of all BRIGHTCAST Intellectual Property. BRIGHTCAST acknowledges and agrees that Company or its licensors are and shall remain the sole and exclusive owners of all Company Intellectual Property.

For purposes of this Agreement, “Intellectual Property” or “Intellectual Property Rights” means all inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know-how, copyrights, and other industrial or intangible property rights of a similar nature; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions and renewals of any such grant, registration and/or right.

12.

No Warranty. NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THIS AGREEMENT OR THE SERVICES SOLD IN CONNECTION HEREWITH.

13.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF THE OTHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF REVENUE SHARE OWED UNDER WHICH SUCH CLAIM AROSE. IF AS A MATTER OF LAW EITHER PARTY MAY NOT DISCLAIM ANY PARTICULAR WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW. To the maximum extent permissible under applicable law, the parties agree that any liability on the part of either party, arising out of the performance or non-performance of this Agreement will be limited to direct damages that are within each party’s control and will not exceed the greater of (i) a sum equal to the sum of the Fees paid in the twelve months prior to the breach or (ii) five hundred thousand dollars ($500,000).

14.

Indemnification. Each party will indemnify and hold harmless the other party from and against any claims or actions made by any third party arising from any damages, costs, losses or other expenses (including reasonable attorney’s fees) to the extent proximately caused by the acts or omissions of such, including any unauthorized representations or warranties made by the other party.

15.

Business Conduct. During the Term, each Party shall (i) maintain high standards of professionalism and will refrain from any conduct that damages the reputation of the other Party, and (ii) except as set forth herein and unless otherwise agreed in writing, not make any representations or warranties on behalf of the other Party.

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16.	Term and Termination. The term of this Agreement (the “Term”) shall begin the<br> Effective Date and continue until terminated by either party, with or without cause, and<br> with or without the giving of any reasons, by giving written notice thereof to the other<br> party at least thirty (30) calendar days before the termination is to be effective. Upon<br> termination of the Agreement for any reason, BRIGHTCAST will pay any Fees due and owed to<br> Company as of the effective date of termination of this Agreement upon receipt of the associated<br> revenue. The provisions of this Agreement requiring payment of Fees earned prior to termination<br> and those of Confidentiality, as outlined in Section 10, shall survive any termination of<br> this Agreement.
	If<br> either party materially breaches any provision of this agreement the non-breaching party<br> shall have the right to immediately terminate this agreement by giving written notice thereof<br> to the party in breach, which termination shall go into effect immediately on receipt. In<br> addition, BRIGHTCAST may terminate this Agreement in whole, immediately upon notice, as required<br> by Oath.
17.	Dispute Resolution. The parties will attempt in good faith to resolve informally any disputes<br> or disagreements relating to this Agreement. The aggrieved party will notify the other party<br> in writing of the nature of the dispute with as much detail as possible. Each party will<br> designate a representative with full authority to address and resolve the dispute. The designated<br> representatives will meet (in person or by telephone) no later than 15 business days after<br> the date of the written notification to reach an agreement about the nature of the dispute<br> and the corrective action the parties will take. If the designated representatives do not<br> meet or are unable to agree on corrective action, the parties will have 30 days within which<br> to institute a one-day mediation with a third-party mediator mutually agreeable to both parties.<br> The parties will share the cost of the mediation, exclusive of attorneys’ fees. Neither<br> party may initiate legal action to enforce its rights until both parties have substantially<br> complied with or waived this dispute resolution procedure.
18.	Force Majeure. Neither party will be liable or in default or otherwise responsible for delays<br> or failures in performance resulting from acts of God; acts of war or civil disturbance;<br> epidemics; governmental action or inaction; fires; earthquakes; unavailability of labor,<br> materials, power, or communication; or other causes beyond that party’s reasonable<br> control.
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19.	Non-exclusive Relationship. BRIGHTCAST and Company are entering into a non-exclusive commercial relationship.<br> Except as expressly set forth herein, nothing in this Agreement will prevent either Party<br> from directly or indirectly developing, licensing, distributing, marketing, or promoting,<br> any products or services (including products or services that are the same as or similar<br> to the other Party’s products or services) to other companies or any other person;<br> provided, however, that such development, licensing, distribution, marketing, and promotion,<br> is without any use or reference to the other Party’s Confidential Information.
20.	No Assignment. Neither party shall have the right<br> to assign or subcontract any of its obligations or duties under this Agreement, without the<br> prior written consent the other party, which consent shall be in its sole determination.
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21.	Construction. The section headings in this Agreement are for convenience of reference only, will not<br> be deemed to be a part of this Agreement, and will not be referred to in connection with<br> the construction or interpretation of this Agreement. Any rule of construction to the effect<br> that ambiguities are to be resolved against the drafting Party will not be applied in the<br> construction or interpretation of this Agreement. As used in this Agreement, the words “include”<br> and “including,” and variations thereof, will not be deemed to be terms of limitation,<br> but rather will be deemed to be followed by the words “without limitation.”
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22.	Governing Law. The laws of the state of California, without giving effect to its principles of<br> conflicts of law, will govern all disputes arising out of this Agreement.
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23.	Notices. Other than routine communications in the ordinary course of performing the obligations<br> hereunder, notices or other communications which are required or permitted hereunder shall<br> be in writing and sufficient if delivered personally, sent by prepaid air courier, sent by<br> certified mail or registered mail, to the addresses below:
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To BRIGHTCAST:	Brightcast LLC
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	Address: 2699 Pacific Coast Highway, Suite 200
	Hermosa Beach, CA 90254
	Attention: Sean Moriarty
	Email: sean@BRIGHTCAST.com
To Company:	Eva Live Inc
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	Attention: David Boulette
	Email: dave@eva.live
24.	Independent Contractors. The parties are independent contractors and will have no power or authority<br> to assume or create any obligation or responsibility on behalf of each other. This Agreement<br> does not create or imply any partnership, agency, or joint venture.
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25.	Modification; Waiver. No provisions of this Agreement may be modified or waived unless the waiver or<br> modification is agreed to in a writing signed by the parties. No waiver by either party of<br> any breach by the other party of, or compliance with, any condition or obligation of this<br> Agreement to be satisfied by such other party will be a waiver of similar provisions or conditions<br> at the same or at any prior or subsequent time.
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26.	Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remainder<br> of this Agreement or the application of the provision other than those as to which it is<br> held unenforceable will not be affected thereby, and each provision of this Agreement will<br> be enforceable to the fullest extent permitted by law.
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27.	Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original<br> and all of which taken together shall constitute one and the same Agreement.
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28.

Electronic Signatures. The Parties agree that electronic signatures may be utilized for execution of this Agreement. The Parties acknowledge and agree that (i) the issuance of an electronic signature shall be valid and enforceable as to the signing Party to the same extent as an inked original signature, and (ii) these documents shall constitute “original” documents when printed from electronic files and records established and maintained by either Party in the normal course of business.

29.	Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect<br> to the subject matter hereof and supersedes all prior and contemporaneous written and oral<br> agreements with respect to the subject matter. No modification of this Agreement shall be<br> binding on either Party unless it is in writing and signed by both Parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Media Buying Agreement as of the Effective Date set forth above.

Brightcast<br>LLC	Eva Live Inc
By:	By:
Print<br> Name:	Print<br> Name:	Phil<br> Aspin
Title:	Title:	Director
Date:	Date:	16^th^May 2022

EXHIBIT 10.9

MARKETING AGENT AGREEMENT

This MARKETING AGENT AGREEMENT (this “Agreement”), effective as of 1 September, 2020 (the “Effective Date”), is made by and between TechAdsMedia Ltd, a company organized under the laws of Ireland with VAT No. IE3378479AH (“TechAdsMedia”), and Eva Media Inc, an American corporation under the laws of California, U.S.A. (“Agent”).

WHEREAS, TechAdsMedia entered into agreement with multiple online companies (“TechAdsMedia’s Partners”) in order to drive traffic to their web properties (“TechAdsMedia’s Partner Site(s)”); and

WHEREAS, TechAdsMedia wishes to outsource certain web marketing services to Agent as set forth below in this Agreement and Agent wishes to perform such services, subject to the terms and conditions of this Agreement.

NOW,THEREFORE, in consideration of the mutual rights and obligations set forth herein, the parties hereby agree to the terms set forth in this Agreement, expressly including Exhibit A to this Agreement, which are hereby incorporated by reference herein.

**1. Definitions.**In addition to the definitions appearing elsewhere in this Agreement, when used in this Agreement (or its exhibits and schedules) the following terms shall have the following meanings:

1.1 “Ad Query” means any web search query transmitted to TechAdsMedia via a Click-Through on an Ad.

1.2 “Affiliate” means with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party, and any person, firm, partnership, corporation or other entity actually controlled by, controlling, or under common control with such party. For purposes of this definition, ownership shall mean the ownership of, and/or the right to vote, securities representing at least 50% of the voting power of the relevant entity on matters submitted to the equity holders of such entity generally or otherwise having the ability to direct the affairs of the entity.

1.3 “Agent Services” means the provision of search, social, native or more standard display marketing services provided by Agent to TechAdsMedia under this Agreement, in all cases designed to drive traffic to TechAdsMedia’s Partner Sites.

1.4 “Authorized Network(s)” means those specific web advertising networks approved by TechAdsMedia in writing from which Agent may purchase placements of Ads on websites that are not owned or controlled by TechAdsMedia or any of its Affiliates. TechAdsMedia may add or remove any Authorized Network from this Agreement upon written notice to Agent.

1.5 “Click-Through(s)” means the occurrence of an End User clicking through an Ad to the applicable TechAdsMedia’s Partner Sites Reply Page.

1.6 “Device(s)” means, as the context dictates, either or both of the following: (a) a “Personal Computer” meaning a general purpose computer, such as a desktop, notebook, laptop, or netbook that: (i) is not a Mobile Device; and (ii) is primarily designed to be used by a single individual or small group of individuals at one time and to perform a multiplicity of general purpose computing functions at the direction of the user through applications. Examples include devices such as Microsoft Surface Pro, Dell Inspiron, and the Lenovo ThinkPad; and/or (b) a “Mobile Device” a portable computing device that has a display screen with touch input and/or a miniature keyboard and typically weighs less than one (1) pound and is built and runs on the Google Android or Apple iOS mobile operating system. Mobile Devices include, but are not limited to, smart phones, tablets and PDAs.

1.7 “End User” means an individual, human end user to whom an Ad is displayed.

1.8 “End User Data” mean any data, information, and/or other material that is either provided by TechAdsMedia and/or is otherwise accessible by Agent in connection with Agent’s performance of the Agent Services, which may be used to categorize or profile for End Users based on their demographics and/or interactions with an Ad or TechAdsMedia’s Partner Site.

1.9 “TechAdsMedia’s Partner Brand Features” means the trade names, trademarks, service marks, logos and other distinctive brand features of TechAdsMedia’s Partners, its Affiliates and/or any of their respective third party supplier or partner.

1.10 “TechAdsMedia’s Partner Reply Page” means the web page on a TechAdsMedia’s Partner Site displayed by TechAdsMedia’s Partner in response to an Ad Query.

1.11 “TechAdsMedia’s Partner Services” means all services made available by TechAdsMedia’s Partners on their Sites, including the provision of content, advertisements and various services (including search services) to end users. TechAdsMedia’s Partners have the right to change, update, modify or cease providing any or any part of the TechAdsMedia’s Partner Services at any time in its sole discretion.

1.12 “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re- instatements thereof, now or hereafter in force and effect worldwide.

1.13 “Market” means each country specifically approved by TechAdsMedia in writing from time to time for which Agent has been appointed to perform some or all of the Agent Services on behalf of TechAdsMedia . Appointments may be granted generally within all Markets or may be restricted to only permit marketing to one or another specific TechAdsMedia’s Partner Site, use of specific Authorized Networks, placement of specific kinds of Ads and/or targeting of a specific kind of Device

1.14 “Ads” means either or both, as the content dictates: (a) targeted search advertisements displayed in response to the processing of Target Queries; and/or (b) advertisements that follow IAB or another standard ad format adopted by the third-party sites upon which they appear. TechAdsMedia may require Agent to change or discontinue use of any Ad or element thereof at any time in its sole discretion upon forty-eight (48) hours’ notice.

1.15 “Search Keyword(s)” shall mean keywords or phrases selected by Agent on behalf of TechAdsMedia for the purchase of Ads on Authorized Networks; provided that such keywords or phrases at all times: (a) comply with the requirements and restrictions set forth in the Implementation & Compliance Schedule; (b) have not been previously prohibited by TechAdsMedia .

1.16 “Search Engine(s)” means the Google, Bing and Yahoo! Web search engines. The Search Engines may be modified from time to time by TechAdsMedia in its sole discretion upon written notice (email sufficing) to Agent.

1.17 “Target Query(ies)” means a web search query transmitted to and processed by a Search Engine resulting in the display of a search engine results page located on a website that is not owned or operated by TechAdsMedia’s Partners or any of their Affiliates.

1.18 “Term” shall have the meaning set forth in Section 6.

2. AgentServices. Commencing on the Effective Date, Agent shall commence performance of the Agent Services as provided in and in conformance with the requirements and restrictions of this Agreement.

3. Payment,Records and Reports. The payment terms and record-keeping and reporting obligations of the parties under this Agreement shall be as set forth in the Payment Schedule attached hereto as Exhibit A.

4.License. Subject to Agent’s continuous compliance with the terms and conditions of this Agreement, TechAdsMedia’s grants Agent, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the TechAdsMedia’s Partner Brand Features within Ads displayed within the applicable Market. The foregoing license is subject to Agent’s compliance with the requirements and restrictions set forth in the Implementation & Compliance Schedule and TechAdsMedia’s then current trademark usage guidelines and quality control standards (which may be amended by TechAdsMedia from time to time) (“Trademark Guidelines”) as communicated by TechAdsMedia to Agent. Agent agrees that it will not: (i) take any action or refrain from taking any action that might harm the reputation or goodwill of any TechAdsMedia’s Partner Brand Features; (ii) take any action or refrain from taking any action inconsistent with TechAdsMedia’s Partner’s ownership of any TechAdsMedia’s Partner Brand Features; (iii) use any TechAdsMedia’s Partner Brand Features in an unsavory or disparaging manner; (iv) challenge TechAdsMedia’s Partner rights in any TechAdsMedia’s Partner Brand Features; or (iv) attempt to register any TechAdsMedia’s Partner Brand Features or any other name, mark, logo or symbol confusingly similar thereto. All use of the TechAdsMedia’s Partner Brand Features by Agent and all goodwill associated therewith shall inure solely to the benefit of TechAdsMedia’s Partners.

5.Ownership. TechAdsMedia’s Partners or their licensors shall own all right, title and interest, including without limitation all Intellectual Property Rights, in and to the TechAdsMedia’s Partner Services and any editorial, text, graphic, audiovisual, and other content that is displayed on the TechAdsMedia’s Partner Sites as well as the TechAdsMedia’s Partner Features, if any, displayed within the Ads. Agent shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in this Agreement. TechAdsMedia’s Partners shall own all right, title and interest in and to all information and data collected and received through the Agent’s performance of Agent Services under this Agreement including all End User Data. TechAdsMedia grants no implied license to TechAdsMedia’s Partner Intellectual Property Rights (including without limitation patents) or that of TechAdsMedia ’s Partner third- party suppliers, and all rights not expressly granted in this Agreement are reserved by TechAdsMedia’s Partners.

6.Term & Termination.

6.1. Term. Unless terminated earlier, this Agreement will commence upon the Effective Date and continue for twelve (12) montha (the “Initial Term”). Thereafter, the Agreement will be automatically renewed for successive one-year periods (each a “Renewal Term” and together with the Initial Term, the “Term”), provided either party provides written notice to the other of its election not to renew this Agreement at least thirty (30) days prior to the commencement of the applicable Renewal Term, or the Agreement is otherwise terminated in accordance with the terms herein.

6.2. Termination**.**

(a) This Agreement may be terminated by either party upon written notice if the other party: (i) fails to cure any material breach of this Agreement (excluding breach by Agent of the requirements and restrictions set forth in the Implementation & Compliance Schedule) within fourteen (14) days of such breach being conveyed in reasonable detail in writing (email sufficing) to the breaching party; or (ii) is the object of any proceedings for insolvency, receivership or bankruptcy or any other proceedings for the settlement of such party’s debts; (iii) makes an assignment for the benefit of creditors; or (iv) is dissolved or ceases to do business.

(b) This Agreement may be terminated or suspended by TechAdsMedia’s in whole or part: (i) upon written notice in the event that Agent fails to cure a breach of the Implementation & Compliance Schedule within three (3) days of such breach being conveyed in reasonable detain in writing (email sufficing) to Agent; or (ii) upon twenty-four (24) hours written notice to Agent for TechAdsMedia’s convenience.

(c) Upon the expiry or termination of this Agreement: (i) TechAdsMedia shall pay Agent all amounts due within thirty (30) days after the date of expiration or termination, provided that if TechAdsMedia terminates the Agreement pursuant to Section 6.2(a)(i) or 6.2(b)(i) above, TechAdsMedia shall have the right to withhold and retain all Fees accrued during the period when Agent was in breach of the Agreement; (ii) all licenses rights granted hereunder shall immediately terminate; (iii) Agent shall immediately stop all marketing campaigns active under this Agreement; and (iv) each party will immediately return to the other party all of such other party’s Confidential Information.

7.Confidentiality.

7.1. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information of a confidential nature including, without limitation, data or other materials, that: (i) is clearly and conspicuously marked as “confidential” or with a similar designation; (ii) is identified by the Disclosing Party as confidential and/or proprietary before, during, or promptly after presentation or communication; or (iii) the Receiving Party should reasonably have understood to be confidential, given the manner or circumstances of its disclosure, irrespective of whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”). For purposes of this Agreement, End User Data shall be deemed the Confidential Information of TechAdsMedia , except if and to the extent such End User has independently provided such information to Agent in connection with Agent activities outside of this Agreement.

7.2. Disclosure and Use. Except with the prior written consent of the Disclosing Party, neither party shall: (i) disclose any Confidential Information other than to employees and contractors who have a need to know and have agreed in writing to protect the confidential information of third parties; (ii) make copies or allow others to make copies of such Confidential Information except as is reasonably necessary for internal business purposes to fulfill its obligations under this Agreement; or (iii) remove or export any such Confidential Information from the country of the Receiving Party to the extent prohibited by applicable export laws. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care.

7.3. Exceptions. Nothing in this Agreement shall prohibit or limit either party’s use or disclosure of information: (i) previously known to it without obligation of confidence; (ii) independently developed by or for it without use of or access to the other party’s Confidential Information; (iii) acquired by it from a third party which is not under an obligation of confidence with respect to such information; or (iv) which is or becomes publicly available through no breach of this Section. A party may disclose Confidential Information that is required to be disclosed by operation of law, court order or other governmental demand, provided that the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible. Each party shall use Confidential Information of the other party solely for the purposes of fulfilling its obligations or exercising its rights under this Agreement or as expressly permitted in this Agreement.

7.1. Confidentiality of Agreement. Each party agrees that the terms of this Agreement, any disputes arising out of this Agreement, and any discussions pertaining to the foregoing, shall be deemed Confidential Information of the other party, provided that in addition to the permitted disclosures hereunder, either party may disclose the terms of this Agreement: (i) if required to do so by law or generally accepted accounting principles; (ii) as required to assert its rights hereunder; and (iii) to its own directors, employees, attorneys, accountants, and other advisors on a “need to know” basis and under an obligation of confidentiality no less stringent than set forth herein. Each party agrees that the Disclosing Party will be given prompt notice of any disclosure made pursuant to clause (i), (ii) or (iii) above, and that any such disclosure shall be limited to the extent possible.

8.REPRESENTATIONS AND WARRANTIES.

8.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement, to grant the licenses contained herein, and to otherwise perform its obligations hereunder.

8.2. Agent Warranties. Agent hereby represents and warrants that: (i) it will perform the Agent Services in a professional and workmanlike manner consistent with the highest industry standards, applicable laws, and the Integration and Compliance Schedule; (ii) none of the Agent Services, Agent’s performance thereof, TechAdsMedia’s utilization thereof or any part of this Agreement is or will be inconsistent with any obligation Agent may have to any other person or entity; and (iii) none of the Ads (excluding TechAdsMedia’s Partner Brand features included therein in accordance with the requirements and restrictions set forth in this Agreement) or any Agent Service, Agent’s performance or any Agent Service or TechAdsMedia’s utilization of any Agent Service shall infringe or misappropriate any copyright, patent, trademark, trade secret or other proprietary right of any person or entity and/or violate any advertising, marketing or other policy associated with Ad Networks utilized by Agent in connection with this Agreement.

8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN ANY AND ALL DOCUMENTATION, PRODUCTS, SERVICES AND OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE TechAdsMedia’S PARTNER SITES, TechAdsMedia PARTNER SERVICES AND TechAdsMedia PARTNER BRAND FEATURES, ARE PROVIDED WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (I) ANY WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, OR (II) ANY WARRANTIES THAT SUCH DOCUMENTATION, PRODUCTS, SERVICES AND OTHER MATERIALS WILL BE UNINTERRUPTED OR ERROR- FREE.

9.LIMITATION OF LIABILITY.

EXCEPT IN CONNECTION WITH A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) OR IN THE CASE OF AN INTENTIONAL BREACH, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF GOODWILL, WORK STOPPAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. FURTHERMORE, TechAdsMedia PARTNER’S THIRD PARTY SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM ANY PORTION OF THE TechAdsMedia PARTNER SERVICES OR ANY TechAdsMedia PARTNER SITE PROVIDED BY SUCH THIRD PARTY SUPPLIERS. EXCEPT IN CONNECTION WITH A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), FOR BREACHES OF SECTION 7 (CONFIDENTIALITY), AGENT’S BREACH OF ITS OBLIGATIONS SET FORTH IN THE IMPLEMENTATION & COMPLIANCE SCHEDULE, A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR IN THE CASE OF AN INTENTIONAL BREACH, IN NO EVENT WILL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT EXCEED AMOUNTS PAID BY TechAdsMedia TO AGENT UNDER THIS AGREEMENT WITHIN THE TWELVE MONTHS PRECEDING SUCH CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

10.Indemnification.

10.1 Each party agrees to indemnify, defend and hold the other party harmless from and against any and all liability, loss, damage, claim, cause of action or other cost (including, without limitation, reasonable legal fees and expenses) (collectively, “Losses”), arising out of or related to any third-party claim arising out of the indemnifying party’s breach of its representations or warranties under this Agreement. The foregoing indemnification, as such relate to TechAdsMedia as indemnitor, shall not apply to third party claims in connection with any TechAdsMedia’s Partner Services, TechAdsMedia’s Partner Site and/or TechAdsMedia’s Partner Brand Feature if: (i) the applicable TechAdsMedia’s Partner Services, TechAdsMedia’s Partner Sites or TechAdsMedia’s Partner Brand Features have been altered, modified or tampered with after delivery, or displayed, marketed or distributed in contravention of the terms of this Agreement, to the extent such claims are caused by such alteration, modification, tampering, display, marketing or distribution; or (ii) such claims would have not arisen if Agent had promptly acted on any instruction provided by TechAdsMedia or implemented any update specified by TechAdsMedia , each as may be provided as set forth herein.

10.2 The indemnified party shall promptly notify the indemnifying party in writing of any third party claim and promptly tender the control of the defense and settlement of any such claim to the indemnifying party at the indemnifying party’s expense; provided that failure to give prompt notice will not relieve the indemnifying party from its indemnification obligations hereunder, except to the extent of liabilities that would have been avoided or lessened had prompt notice been given; and provided further, however, that the indemnifying party shall not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects the indemnified party’s rights without the indemnified party’s prior written consent (which shall not be unreasonably refused or delayed). The indemnified party shall cooperate with the indemnifying party, at the indemnifying party’s expense, in defending or settling such claim. The indemnified party may join in the defense with counsel of its own choice at its own expense.

11.Miscellaneous.

11.1 Independent Contractors. Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venturer of the other.

11.2 Publicity. The parties agree that any press release or other public statement regarding this Agreement or the transactions contemplated hereby shall be made only after each party hereto has approved in writing the time, form and content of any such information to be disseminated to third parties or the public.

11.3 Exclusivity. Agent acknowledges and agrees that, except as set forth below, the rights granted to it under this Agreement are non-exclusive and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit TechAdsMedia from participating in similar business arrangements as those described herein. Notwithstanding the foregoing, Agent will be TechAdsMedia’s exclusive marketing agent engaged to drive traffic to TechAdsMedia’s Partner Sites during the Term.

11.4 Taxes. Each party shall be responsible for and pay taxes based on its own income. Agent agrees to pay, and to indemnify and hold TechAdsMedia harmless from, any sales, use, excise, import or export, value added or similar tax or duty not based on TechAdsMedia’s income, as well as the collection or withholding thereof, including penalties and interest, and all government permit or license fees and all customs and similar fees levied upon the delivery by Agent of services hereunder. In the event that TechAdsMedia is required to withhold taxes imposed upon Agent for any payment under this Agreement by virtue of the statutes, laws, codes or governmental regulations of a country in which Agent is engaging in marketing hereunder, then such payments may be made by TechAdsMedia on behalf of Agent by deducting them from the payment then due to Agent and remitting such taxes to the proper authorities on a timely basis, and the payments of the Fees will be adjusted appropriately. Agent agrees to cooperate with and provide all necessary documentation to TechAdsMedia with respect to the withholding of such taxes.

11.5 Assignment. This Agreement is not assignable by either party without the prior written approval of the other party. Notwithstanding the foregoing, TechAdsMedia may assign, transfer or delegate this Agreement or its rights and obligations hereunder without notice to or consent of the other party, to a successor-in-interest or an Affiliate, or in connection with any change of control, merger, consolidation, any sale of all or substantially all of TechAdsMedia’s assets or any other transaction in which more than fifty (50%) percent of its voting securities are transferred. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.6 Notice. Any notice, report, approval or consent required or permitted under this Agreement will be in writing to the address specified in the signature block below, or other address as may be updated by a party in writing from time to time.

11.7 Governing Law and Venue. This Agreement will be deemed to have been made in, and will be construed pursuant to, the laws of Italy without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement will be commenced in an Italian court, and each party irrevocably submits to the exclusive jurisdiction and venue of these courts.

11.8 Remedies and Injunctive Relief. Each party agrees that a breach of certain sections in this Agreement may cause irreparable injury for which monetary damages are not an adequate remedy. For such breaches, in addition to any other remedies to which the other party may be legally entitled, such party shall have the right to seek immediate injunctive relief and any other available equitable remedies to enforce provisions of this Agreement.

11.10 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.11 Headings and Presumptions. The headings contained in this Agreement are for reference and explanatory purposes only and will not affect in any way the meaning or interpretation of this Agreement. As this Agreement is a negotiated agreement, there will be no presumption against any party on the ground that such party was responsible for preparing this Agreement or any part of it.

11.12 Complete Agreement, Waiver, and Modification. The parties agree that this Agreement and the attached exhibits, which are incorporated into this Agreement by this reference, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of this Agreement. For the avoidance of doubt, no terms of use/service, terms and conditions, privacy policy or other policies or guidelines (collectively hereinafter, the “Agent Standard Terms”) made available by Agent to TechAdsMedia before or after the Effective Date shall be applicable. No waiver, modification or amendment of any provision of this Agreement will be binding against a party unless it is in writing and signed by a duly authorized representative of such party. No such waiver of a breach hereof will be deemed to constitute a waiver of any other breach, whether of a similar or dissimilar nature.

11.13 Survival. Sections 1, 5, 6.2(c) and 7 through 11 shall survive termination of the Agreement.

11.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original instrument hereunder, and each such executed counterpart may be transmitted to the other party hereunder via facsimile or emailed PDF.

11.15 The Agent will strive to keep the TQ to an average of 7 by all means possible.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date.

“TechAdsMedia”

TechAdsMedia Ltd

Address: Talent Garden, DCU Alpha Campus, 11 Old Finglas Road, Glasnevin, Dublin, Ireland

Signature:

Printed Name: Carlo Petito

Title: CEO

Date of Signature:

“Agent”

Eva Media Inc

Address: The Plaza, 1800 Century Park East, Suite 600, Los Angeles, 90067, USA

Signature:

Printed Name:

Title:

Date of Signature:

EXHIBIT A

Payment Schedule

**1. Fees.**In full consideration of Agent’s provision of Agent Services, TechAdsMedia will pay agent during the Term a monthly Revenue Share and may pay Agent. Such Revenue Share granted shall be paid in USD.

1.1. “Revenue Share” means a share of the monthly Net Search Revenues generated from the display of Sponsored Listings on a Reply Page received by TechAdsMedia’s Partner Sites during the Term. The monthly Revenue Share shall be calculated as follows:

80% Revenue share

The number of clicks on the Sponsored Listings, amount of revenues received and any other measure upon which amounts payable to Agent are calculated under this Agreement, along with the type of Ad Query transmitted, type of Reply Page displayed, Market and Device type used by the End User, as reported by TechAdsMedia , shall be the numbers used in calculating the Revenue Share hereunder.

1.2. Notwithstanding anything to the contrary set forth herein, TechAdsMedia shall not be obligated to remit payment for (and shall be entitled to a refund with respect to): (a) any amounts which result from invalid queries, or invalid impressions of (or clicks on) the Sponsored Listings generated by any person, robot, automated program or similar device, including, without limitation, through any incentivized queries or clicks, in each case as reasonably determined by TechAdsMedia ; (b) any revenues generated through an implementation and/or marketing practice which is not approved by TechAdsMedia pursuant to this Agreement or subsequently fails to meet the requirements and specifications set forth in this Agreement; and (c) any revenues generated in connection with Search Keyword and/or Display Ad Placement purchases in excess of any limits imposed by TechAdsMedia .

2.Invoicing & Payments. TechAdsMedia will remit Revenue Share payment due to Agent within forty-five (45) days after the end of each calendar month in which the applicable Net Search Revenue was received by TechAdsMedia . TechAdsMedia reserves the right to withhold and offset against its payment obligations hereunder, or require Agent to refund to TechAdsMedia within forty-five (45) days of any invoice), any amounts that TechAdsMedia has overpaid or otherwise inappropriately paid to Agent in prior periods.

**3. Reporting.**TechAdsMedia agrees to provide Agent with a monthly report of applicable performance metrics, including the estimated Net Search Revenue for each month. Reporting shall be based upon reasonable estimates and Agent acknowledges that reporting data is not fully accurate and will not be the basis for payments to Agent. All such information shared with Agent for purposes of providing reporting to Agent shall be “Confidential Information” of TechAdsMedia as defined in the Agreement.

Exhibit 10.10

WARRANT AGENCY AGREEMENT

WARRANT AGENCY AGREEMENT, dated as of [ ], 2025 (“Agreement”), between Eva Live Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Equiniti Trust Company LLC, a limited liability company organized under the laws of Delaware (the “Warrant Agent”).

W I T N E S S E T H

WHEREAS, pursuant to a registered offering by the Company of [___] Units (the “Offering”), with each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one warrant (the “Warrants”) to purchase one share of Common Stock (the “Warrant Shares”) at a price of $[___] per share; and

WHEREAS, upon the terms and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form S-1, as amended (File No. 333-288626) (the “Registration Statement”), and the terms and conditions of the Warrant Certificate, the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders,” which term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants are held in “street name,” a Participant (as defined below) or a designee appointed by such Participant); and

WHEREAS, the shares of Common Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately, but will be purchased together in the Offering; and

WHEREAS, the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer agent, the delivery of the Warrant Shares (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section

Certain Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:

(a) “Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.

(c) “Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.

(d) “Person” means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.

(e) “Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).

All other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.

Section 2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment.

Section 3. Global Warrants.

(a) The Warrants shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”), in the form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).

(b) If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder a Warrant Certificate.

(c) A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such separate certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 2 (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the surrender by the Holder to the Warrant Agent of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Company and the Warrant Agent shall promptly effect the Warrant Exchange and the Company shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with respect to any Definitive Certificate requested and issued pursuant to this section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in a Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate shall control.

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(d) A Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry form through the Depositary evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 3 (a “Global Warrants Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form through the Depositary, a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants shall be delivered by the Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global Warrants Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company fails for any reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Global Warrants (based on the VWAP (as defined in the Warrants) of the Common Stock on the Global Warrants Request Notice Date), $10 per Business Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder rescinds such Global Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.

Section 4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.

Section 5. Countersignature and Registration. The Global Warrant shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, by facsimile signature. The Global Warrant shall be countersigned by the Warrant Agent by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Global Warrant shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Global Warrant, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Global Warrant had not ceased to be such officer of the Company; and any Global Warrant may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant, shall be a proper officer of the Company to sign such Global Warrant, although at the date of the execution of this Warrant Agreement any such person was not such an officer.

The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of the Global Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Global Warrant, the number of warrants evidenced on the face of each of such Global Warrant and the date of each of such Global Warrant. The Warrant Agent will create a special account for the issuance of Global Warrants. The Company will keep or cause to be kept at one of its offices, books for the registration and transfer of any Definitive Certificates issued hereunder and the Warrant Agent shall not have any obligation to keep books and records with respect to any Definitive Warrants. Such Company books shall show the names and addresses of the respective Holders of the Definitive Certificates, the number of warrants evidenced on the face of each such Definitive Certificate and the date of each such Definitive Certificate.

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Section 6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant Certificate), any Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Global Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender the Global Warrant to be transferred, split up, combined or exchanged at the principal office of the Warrant Agent. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Global Warrant or Global Warrants, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Global Warrants. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.

Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount (but, with respect to any Definitive Certificates, shall not include the posting of any bond by the Holder), and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of Nevada, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Warrants; Exercise Price; Termination Date.

(a) The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void as set forth in the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of the Exercise Price, which may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the Company at its principal office . In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise such warrants, that solely for purposes of Regulation SHO that such holder shall be deemed to have exercised such warrants.

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(c) Upon the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.

(d) The Company shall notify the Warrant Agent via email at the end of each day on which it receives the payment of the Exercise Price for any Warrants so exercised together with the executed Notice of Exercise. The Warrant Agent will not be required to process any exercise without the Notice of Exercise and confirmation of receipt of the Exercise Price from the Company.

Section 8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificate shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant Agent to retain such canceled certificates.

Section 9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash.

(a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) As of the date hereof, the authorized capital stock of the Company consists of (i) three million (3,000,000,000) shares of common stock, of which approximately 80,391,874 shares of Common Stock are issued and outstanding and [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants, and (ii) 50,000,000 shares of preferred stock, par value $0.0001 per share, of which 5,875,000 shares of Series A preferred and 570,000 shares of Series C preferred are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options, or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.

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(c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.

(d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Section 10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which submission of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date; provided, however, that if the date of submission of the Notice of Exercise is a date upon which the Common Stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.

Section 11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

Section 12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

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Section 13. Fractional Shares of Common Stock.

(a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

(b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

Section 14. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the Warrant Certificates shall be subject:

(a)	Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation<br> detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to<br> reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel<br> fees) incurred without gross negligence or willful misconduct finally adjudicated to have<br> been directly caused by the Warrant Agent in connection with the services rendered hereunder<br> by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for,<br> and to hold it harmless against, any loss, liability or expense incurred without gross negligence,<br> or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been<br> directly caused by Warrant Agent hereunder, including the reasonable costs, attorney fees<br> of counsel for the Warrant Agent elected by the Warrant Agent and expenses of defending against<br> any claim of such liability. The Warrant Agent shall be under no obligation to institute<br> or defend any action, suit, or legal proceeding in connection herewith or to take any other<br> action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant<br> Agent’s satisfaction. The indemnities provided by this paragraph shall survive the<br> resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything<br> in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be<br> liable under or in connection with the Agreement for indirect, special, incidental, punitive<br> or consequential losses or damages of any kind whatsoever, including but not limited to lost<br> profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility<br> thereof and regardless of the form of action in which such damages are sought, and the Warrant<br> Agent’s aggregate liability to the Company, or any of the Company’s representatives<br> or agents, under this Section 14(a) or under any other term or provision of this Agreement,<br> whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in<br> any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges<br> under this Agreement, but not including reimbursable expenses previously reimbursed to the<br> Warrant Agent by the Company hereunder.
(b)	Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant<br> Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume<br> any obligations or relationship of agency or trust for or with any of the Holders of Warrant<br> Certificates or beneficial owners of Warrants.
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(c)	Counsel.<br> The Warrant Agent may consult with counsel satisfactory to it, which may include counsel<br> for the Company, and the written advice of such counsel shall be full and complete authorization<br> and protection in respect of any action taken, suffered or omitted by it hereunder in good<br> faith and in accordance with the advice of such counsel.
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(d)	Documents.<br> The Warrant Agent shall be protected and shall incur no liability for or in respect of any<br> action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction,<br> consent, certificate, affidavit, statement or other paper or document reasonably believed<br> by it to be genuine and to have been presented or signed by the proper parties.
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| --- | | (e) | Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party. | | --- | --- | | (f) | No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon). | | --- | --- | | (g) | No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company. | | --- | --- | | (h) | No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law. | | --- | --- |

Section 15. Purchase or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

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Section 16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:

(a) The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful misconduct, or for a breach by it of this Agreement.

(d) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.

(f) Each party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out or performing by any party of the provisions of this Agreement.

(g) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence or willful misconduct.

(h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

(i) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

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Section 17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 10 days’ notice in writing sent to the Company. The Company may remove the Warrant Agent or any successor Warrant Agent upon 10 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 10 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Section 18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.

Section 19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)	If to the Company, to:

Eva Live Inc.

The Plaza

1800 Century Park East, Suite 600

Los Angeles, CA 90067

E-Mail:

(b)	If to the Warrant Agent, to:

[ ]

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For any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return email receipt of such email.

(c) If to the Holder of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.

Section 20. Supplements and Amendments.

(a) The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition or surrender shall not adversely affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material respect.

(b) In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders of the Global Warrants; provided, however, that no modification of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding Warrant Certificate affected thereby; provided further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies with the terms of this Section 20.

Section 21. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.

Section 23. Governing Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

Section 24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 26. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange Commission.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

EVA LIVE INC.
By:
Name:
Title:
Equiniti Trust Company LLC
By:
Name:
Title:

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Exhibit1

Formof Warrant Certificate

Exhibit2

Formof Warrant Certificate Request Notice

WARRANT CERTIFICATE REQUEST NOTICE

To: Nevada Agency and Transfer Company, as Warrant Agent for Eva Live Inc. (the “Company”)

The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:

1.	Name<br> of Holder of Warrants in form of Global Warrants: _____________________________
2.	Name<br> of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of<br> Global Warrants): ________________________________
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3.	Number<br> of Warrants in name of Holder in form of Global Warrants: ___________________
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4.	Number<br> of Warrants for which Warrant Certificate shall be issued: __________________
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5.	Number<br> of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate,<br> if any: ___________
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6.	Warrant<br> Certificate shall be delivered to the following address:
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______________________________

The undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ____________________________________________________

Signatureof Authorized Signatory of Investing Entity: ______________________________

Name of Authorized Signatory: ________________________________________________

Title of Authorized Signatory: _________________________________________________

Date: _______________________________________________________________

Exhibit3

Formof Global Warrant Request Notice

GLOBAL WARRANT REQUEST NOTICE

To: Nevada Agency and Transfer Company, as Warrant Agent for Eva Live Inc. (the “Company”)

The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued by the Company hereby elects to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:

1.	Name<br> of Holder of Warrants in form of Warrant Certificates: _____________________________
2.	Name<br> of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant<br> Certificates): ________________________________
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3.	Number<br> of Warrants in name of Holder in form of Warrant Certificates: ___________________
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4.	Number<br> of Warrants for which Global Warrant shall be issued: __________________
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5.	Number<br> of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant,<br> if any: ___________
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6.	Global<br> Warrant shall be delivered to the following address:
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______________________________

The undersigned hereby acknowledges and agrees that, in connection with this Global Warrant Exchange and the issuance of the Global Warrant, the Holder is deemed to have surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder equal to the number of Warrants evidenced by the Global Warrant.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ____________________________________________________

Signatureof Authorized Signatory of Investing Entity: ______________________________

Name of Authorized Signatory: ________________________________________________

Title of Authorized Signatory: _________________________________________________

Date: _______________________________________________________________

Exhibit4

WarrantAgent Fee Schedule

Exhibit10.11

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into as of September 22, 2025 (the “Effective Date”), by and between Eva Live Inc., a Nevada corporation (the “Company”), and Imran Firoz (“Executive”).

WHEREAS, the Company desires to retain the services of Executive as its Interim Chief Financial Officer; and

WHEREAS, Executive desires to accept such employment on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1.Position and Duties

Executive shall serve as Interim Chief Financial Officer of the Company and shall have such duties and responsibilities as are reasonably assigned by the Board of Directors. Executive agrees to devote his reasonable best efforts and substantially all of his business time to the performance of his duties hereunder.

2.Term

The term of this Agreement shall be for a period of three (3) months beginning on the Effective Date (the “Initial Term”). After the completion of six (6) months, this Agreement shall automatically renew on a month-to-month basis unless terminated by either party with thirty (30) days’ written notice.

3.Compensation & Expenses

(a) Salary. During the term of this Agreement, the Company shall pay Executive a monthly salary of $10,500, payable in accordance with the Company’s standard payroll practices.

(b) Performance Bonus and Equity Compensation. Executive shall be eligible to receive a performance bonus and equity-based compensation, as determined by the Board of Directors, on or before September 30, 2025.

(c) The Company agrees to reimburse the Executive for all reasonable and necessary business expenses incurred in the course of their duties, in accordance with the Company’s policies.

4.Confidentiality and Non-Disclosure

Executive agrees to maintain the confidentiality of all proprietary and confidential information of the Company and shall not disclose such information to any third party during or after the term of this Agreement.

5.Termination

a) Termination by the Company for Cause

The Company may terminate the Executive’s employment for “Cause” at any time. For purposes of this Agreement, “Cause” shall include:

-	Gross<br> negligence or willful misconduct in the performance of duties.
-	Conviction<br> of a felony or any crime involving fraud or dishonesty.
-	Violation<br> of any material Company policies or ethical standards.

b) Termination by the Company without Cause

The Company may terminate the Executive’s employment without Cause upon [NUMBER] days’ written notice. In such a case, the Executive will be entitled to receive the base salary for the remainder of the term or six months’ severance, whichever is greater.

c) Termination by the Executive

The Executive may terminate their employment with 30 days’ written notice to the Company. In the event of such termination, the Executive will forfeit any unpaid bonus or unvested equity compensation.

6.Indemnification

The Company agrees to fully indemnify the Executive, permitted by law, for any claims, liabilities, or expenses arising from the Executive’s performance of duties, provided such claims are not the result of the Executive’s gross negligence or willful misconduct.

7.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of law principles.

8.Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

Eva Live Inc.		Executive:
By:		By:
Name:	David Boulette	Name:	Imran Firoz
Title:	Chief Executive Officer

Exhibit10.12

SECURITIES PURCHASE AGREEMENT

WHEREAS:

NOWTHEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about September 23, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

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4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

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a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

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a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

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8. Governing Law; Miscellaneous.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

EVA LIVE INC.
By:
	David Boulette
	Chief Executive Officer
1800 DIAGONAL LENDING LLC
---	---
By:
	Curt Kramer
	President
Aggregate Principal Amount of Note:	$	155,760.00
---	---	---
Original Issue Discount	$	23,760.00
Aggregate Purchase Price:	$	132,000.00

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Exhibit14.1

EVALIVE INC.

Codeof Ethics and Business Conduct

Introduction.

1.1 The Board of Directors (the “Board”) of Eva Live Inc. (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to:

(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

(d) promote the protection of Company assets, including corporate opportunities and confidential information;

(e) promote fair dealing practices;

(f) deter wrongdoing; and

(g) ensure accountability for adherence to the Code.

1.2 All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10, Reporting and Enforcement.

2. Honest and Ethical Conduct.

2.1 The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

3. Conflicts of Interest.

3.1 A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.

3.2 Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer or their family members are expressly prohibited.

3.3 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

3.4 Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Financial Officer. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Financial Officer with a written description of the activity and seeking the Chief Financial Officer’s written approval. If the supervisor is himself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Financial Officer.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.

4. Compliance.

4.1 Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.

4.2 Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal Department.

4.3 No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer or employee purchase or sell another company’s securities while in possession of material nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material nonpublic information regarding the Company or any other company to:

(a) obtain profit for himself or herself; or

(b) directly or indirectly “tip” others who might make an investment decision on the basis of that information.

5. Disclosure.

5.1 The Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

5.2 Each director, officer and employee who contributes in any way to the preparation or verification of the Company’s financial statements and other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel.

5.3 Each director, officer and employee who is involved in the Company’s disclosure process must:

(a) be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and

(b) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6. Protection and Proper Use of Company Assets.

6.1 All directors, officers and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited.

6.2 All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately.

6.3 The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

7. Corporate Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

8. Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company’s competitors or harmful to the Company or its customers, suppliers or partners if disclosed.

9. Fair Dealing. Each director, officer and employee must deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.

10. Reporting and Enforcement.

10.1 Reporting and Investigation of Violations.

(a) Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.

(b) Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the reporting person’s supervisor or the Chief Financial Officer.

(c) After receiving a report of an alleged prohibited action, the Audit Committee, the relevant supervisor or the Chief Financial Officer must promptly take all appropriate actions necessary to investigate.

(d) All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

10.2 Enforcement.

(a) The Company must ensure prompt and consistent action against violations of this Code.

(b) If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board.

(c) If, after investigating a report of an alleged prohibited action by any other person, the relevant supervisor or the Chief Financial Officer determines that a violation of this Code has occurred, the supervisor or the Chief Financial Officer will report such determination to the Board.

(d) Upon receipt of a determination that there has been a violation of this Code, the Board will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

10.3 Waivers.

(a) The Board may, in its discretion, waive any violation of this Code.

(b) Any waiver for a director or an executive officer shall be disclosed as required by SEC and Nasdaq rules.

10.4 Prohibition on Retaliation. The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

Exhibit19.1

EVALIVE INC.

INSIDERTRADING POLICY

Purpose

This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Eva Live Inc., a Nevada corporation (the “Company”), and the handling of confidential information about the Company and the companies with which the Company does business.

The Company’s Board of Directors (“Board”) has adopted this Policy to promote compliance with federal, state, and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company (e.g., purchasing and selling of securities, including purchases and sales of options and warrants on securities, as well as short sales); or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.

PersonsSubject to the Policy

This Policy applies to all officers of the Company and its subsidiaries, all members of the Board and all employees of the Company and its subsidiaries. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below.

TransactionsSubject to the Policy

This Policy applies to transactions in the Company’s securities (collectively referred to in this Policy as “Company Securities”), including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including, but not limited to, preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s Securities. There are certain exceptions that are discussed in this Policy under “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale,” and “Rule 10b5-1 Plans.”

IndividualResponsibility

Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information.

Persons subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this Policy, and that any family member, household member, or entity whose transactions are subject to this Policy, as discussed below, also comply with this Policy.

In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Compliance Officer, or any other employee or director pursuant to this Policy or otherwise does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.

You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”

Administrationof the Policy

Daryl Walser shall serve as the Compliance Officer for the purposes of this Policy. The Compliance Officer is authorized to consult with the Company’s securities counsel without notice and at such times as he may deem necessary or appropriate at the expense of the Company. All determinations and interpretations by the Compliance Officer shall be final and not subject to further review. The duties of the Compliance Officer include, but are not limited to, the following:

●	assisting<br> with implementation and enforcement of this Policy;
●	circulating<br> this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;
●	ensuring<br> that the Company obtain and maintain written acknowledgments from employees that they have read the policy;
●	overseeing<br> the responses to questions from individual employees;
●	providing<br> for employee training sessions;
●	ensuring<br> that relevant files on policy compliance and implementation are maintained;
●	pre-clearing<br> all trading in securities of the Company in accordance with the procedures as discussed in this Policy under “Pre-Clearance<br> Procedures”;
●	providing<br> approval of any Rule 10b5-1 plans as discussed in this Policy under “Rule 10b5-1 Plans” and any prohibited transactions<br> as discussed in this Policy; and
●	providing<br> a reporting system with an effective whistleblower protection mechanism.

Statementof Policy

It is the policy of the Company that no director, officer, or other employee of the Company (or any other person designated by this Policy or by the Compliance Officer as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly through family members or other persons or entities:

1.	Engage<br> in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions Under<br> Company Plans,” “Transactions Not Involving a Purchase or Sale,” and “Rule 10b5-1 Plans”;
2.	Recommend<br> the purchase or sale of any Company Securities;
3.	Disclose<br> material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside<br> of the Company to other persons, including, but not limited to, family, friends, business associates, investors, and expert consulting<br> firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized<br> external disclosure of information regarding the Company; or
4.	Assist<br> anyone engaged in the above activities.

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In addition, it is the policy of the Company that no director, officer, or other employee of the Company or any other person designated as subject to this Policy who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

Definitionof Material Nonpublic Information

Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:

●	Projections<br> of future earnings or losses, or other earnings guidance;
●	Changes<br> to previously announced earnings guidance, or decisions to suspend earnings guidance;
●	A<br> pending or proposed merger, acquisition, or tender offer;
●	A<br> pending or proposed acquisition or disposition of a significant asset;
●	A<br> pending or proposed joint venture;
●	A<br> Company restructuring;
●	Significant<br> related party transactions;
●	A<br> change in dividend policy, the declaration of a stock split, or an offering of additional securities;
●	Bank<br> borrowings or other financing transactions out of the ordinary course of business;
●	The<br> establishment of a repurchase program for Company Securities;
●	A<br> change in the Company’s pricing or cost structure;
●	Major<br> marketing changes;

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| --- | | ● | A change in management; | | --- | --- | | ● | A change in auditors or notification that the auditor’s report may no longer be relied upon; | | ● | Development of a significant new product, process, or service; | | ● | Pending or threatened significant litigation, or the resolution of such litigation; | | ● | Impending bankruptcy or the existence of severe liquidity problems; | | ● | The gain or loss of a significant customer or supplier; | | ● | The results of clinical trials or testing of the Company’s products or services; | | ● | A significant cybersecurity incident, such as a data breach, or any other significant disruption in the Company’s operations or loss, potential loss, breach, or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; or | | ● | The imposition of an event-specific restriction on trading in the Company’s Securities or the securities of another company or the extension or termination of such restriction. |

Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the Dow Jones “broad tape,” newswire services, a broadcast on widely-available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website, or subject to the Compliance Officer’s determination, disclosure on the Company’s website, or through social media.

By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees. Nonpublic information may also include: (i) information available to a select group of analysts or brokers or institutional investors; (ii) undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and (iii) information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two (2) trading days).

Once information is widely disseminated, it is still necessary to provide the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after the second (2nd) business day after the day on which the information is released. If, for example, the Company were to make an announcement on a Monday, you should not trade in Company Securities until Thursday. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information. For purposes of this Policy, a “business day” is any day that The Nasdaq Stock Market LLC is open for trading.

As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or assume that the information is nonpublic and treat it as confidential.

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Transactionsby Family Members and Others

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as “Family Members”).

You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account.

This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members.

Transactionsby Entities that You Influence or Control

This Policy applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

TransactionsUnder Company Plans

This Policy does not apply in the case of the following transactions, if currently applicable, except as specifically noted:

Stock Option Exercises

This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Restricted Stock Awards

This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.

401(k) Plan

This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election.

This Policy does apply, however, to certain elections you may make under the 401(k) plan, including: (i) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund; (ii) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (iii) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (iv) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. It should be noted that sales of Company Securities from a 401(k) account are also subject to Rule 144, and therefore affiliates should ensure that a Form 144 is filed when required.

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Employee Stock Purchase Plan

This Policy does not apply to purchases of Company Securities in the employee stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy also does not apply to purchases of Company Securities resulting from lump sum contributions to the plan, provided that you elected to participate by lump sum payment at the beginning of the applicable enrollment period.

This Policy does apply, however, to your election to participate in the plan for any enrollment period, and to your sales of Company Securities purchased pursuant to the plan.

Dividend Reinvestment Plan

This Policy does not apply to purchases of Company Securities under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities.

This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company Securities purchased pursuant to the plan.

Other Similar Transactions

Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

TransactionsNot Involving a Purchase or Sale

Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company Securities while the officer, employee, or director is aware of material nonpublic information, or the person making the gift is subject to the trading restrictions specified below under the heading “Additional Procedures” and the sales by the recipient of the Company Securities occur during a blackout period.

Further, transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy.

Specialand Prohibited Transactions

Certain transactions are of concern not only because of insider trading considerations, but also because of the appearance created by the transaction and the potential repercussions that the transaction may have with investors, regulators, and others.

Accordingly, the Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below.

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Short-Term Trading

Short-term trading of Company Securities may be distracting to the person and may unduly focus the person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any director, officer, or other employee of the Company who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six (6) months following the purchase or vice versa. Directors and officers should note the short-term trading restrictions of Section 16(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Short Sales

Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. (Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.”)

Publicly-Traded Options

Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a director, officer, or employee is trading based on material nonpublic information and focus a director’s, officer’s, or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options, or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the next paragraph below.)

Hedging Transactions

Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Such transactions may permit a director, officer, or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer, or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers, and employees are prohibited from engaging in any such transactions.

Margin Accounts and Pledged Securities

Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged or hypothecated as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers, and other employees are prohibited from holding Company Securities in a margin account and are strongly discouraged from pledging Company Securities as collateral for a loan. Any person wishing to enter into a legitimate loan pledge arrangement must first submit the proposed transaction in writing for approval by the Compliance Officer at least two (2) weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction and clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities. The person making the request shall have no other contact with the Compliance Officer on that matter and the Compliance Officer’s decision shall be final and binding. (Pledges of Company Securities arising from certain types of hedging transactions are governed by the paragraph above captioned “Hedging Transactions.”)

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Standing and Limit Orders

Standing and limit orders, except standing and limit orders under approved Rule 10b5-1 Plans, as described below, create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer, or other employee is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined below under the heading “Additional Procedures.”

AdditionalProcedures

The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.

Pre-Clearance Procedures

The persons designated by the Compliance Officer as being subject to these procedures, as well as the Family Members and Controlled Entities of such persons, may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction from the Compliance Officer.

A written request for pre-clearance should be submitted to the Compliance Officer at least two (2) business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks preclearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction.

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Compliance Officer. The requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.

All pre-cleared trades must be effected within five (5) business days of receipt of pre-clearance unless an exception is granted. Transactions not effected within the time limit are subject to pre-clearance again. Within three (3) business days after the execution of the transaction, the requestor shall notify the Compliance Officer of the date and size of the transaction.

The Compliance Officer shall document and maintain records relating to the pre-clearing request, the date of grant or denial, and other pertinent information.

Blackout Periods

The persons designated by the Compliance Officer as subject to this restriction, as well as their Family Members or Controlled Entities, may not conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “Blackout Period” beginning two weeks prior to the end of each fiscal quarter and ending on the second (2nd) business day following the date of the public release of the Company’s earnings results for that quarter. In other words, these persons may only conduct transactions in Company Securities during the “Window Period” beginning on the third (3rd) business day following the public release of the Company’s quarterly earnings and ending fifteen (15) days prior to the close of the next fiscal quarter.

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Under certain very limited circumstances, a person subject to this restriction may be permitted to trade during a Blackout Period, but only if the Compliance Officer, with the advice of securities counsel if requested by the Compliance Officer, concludes that the person does not in fact possess material nonpublic information and may otherwise trade.

Persons wishing to trade during a Blackout Period must make such request in writing to the Compliance Officer for approval at least three (3) business days in advance of any proposed transaction involving Company Securities. All such trades are subject to the pre-clearance procedures set forth above under “Pre-Clearance Procedures.”

Event-Specific Trading Restriction Periods

From time to time, an event may occur that is material to the Company and is known by only a few executives or directors (e.g., negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents, or new product developments). The involved directors or officers shall promptly notify the Compliance Officer of such event. While such event remains material and nonpublic, the Company may impose special blackout periods (“Special Blackout Period”) during which executive officers, directors, and such other persons designated by the Compliance Officer, together with their family members, are prohibited from trading in the Company’s securities. If the Company imposes a Special Blackout Period, it will notify those affected and will not announce its existence other than to those who are aware of the event giving rise to the Special Blackout Period. If you know of the event, then even if the Compliance Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while you are aware of material nonpublic information. Exceptions will not be granted during an event-specific trading restriction period. Any person made aware of the existence of a Special Blackout Period should not disclose its existence to any other person.

In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company Securities even later than the typical Blackout Period described above.

Exceptions

The quarterly trading restrictions and event-specific trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre-clearance, the quarterly trading restrictions, and event-specific trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.”

Rule10b5-1 Plans

Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in Rule 10b-5-1 (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold without regard to certain insider trading restrictions.

To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Compliance Officer and meet the requirements of Rule 10b5-1 and the Company’s “Guidelines for Rule 10b5-1 Plans,” which may be obtained from the Compliance Officer. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or provide a third party irrevocable authority to effect such transactions at its own discretion, so long as the third party does not possess material inside information about the Company at the time of the transaction.

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Any Rule 10b5-1 Plan must be submitted in writing for approval by the Compliance Officer no less than five (5) business days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.

The Company may, on a case-by-case basis, announce publicly (whether by press release, on the Company website, or otherwise) that a key insider has established a pre-arranged plan at the time the plan is entered into, in order to mitigate potentially adverse publicity if a programmed trade on behalf of that insider occurs on some later date when the insider is in possession of material nonpublic information about the Company.

Post-TerminationTransactions

This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material.

Consequencesof Violations

The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company’s Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. attorneys, and state enforcement authorities as well as the laws of foreign jurisdictions.

In addition, a person who “tips” others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who “tip” inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The SEC can seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These controlling persons may be held liable for up to the greater of $2.3 million or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as controlling persons.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

CompanyAssistance

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Compliance Officer, who can be reached by telephone at (424) 202-3603 or via e-mail at daryl@eva.live.

Certification

All persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy. Please complete and sign the accompanying Certification page and return to Daryl Walser at: daryl@eva.live.

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CERTIFICATION

I hereby acknowledge receipt of Eva Live Inc.’s Insider Trading Policy, and certify that I have read, understand, and will comply with this policy. I further acknowledge that I have been designated an “Insider” for purposes of the Insider Trading Policy and will comply with the provisions applicable to such persons. I understand that my failure to comply in all respects with the Insider Trading Policy is a basis for termination for cause of my employment or other service relationship with Eva Live Inc.

Date:<br> __________________	Signature:<br> __________________
	Print<br> Name: __________________

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Exhibit21.1

Listof Subsidiaries:

None.

EXHIBIT31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Boulette, certify that:

1.	I<br> have reviewed this report on Form 10-K of Eva Live Inc., a Nevada corporation (“registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the condensed consolidated financial statements and other financial information included in this report fairly present<br> in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods<br> presented in this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant is made known to us by others within those entities, particularly<br> during the period in which this report is being prepared;
---	---
b.	Designed<br> such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial<br> statements for external purposes with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information<br> and
---	---
b.	Any<br> fraud, whether or not material, involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
/s/ David Boulette
---
David<br> Boulette
President<br> (Principal Executive Officer)
March 16, 2026

EXHIBIT31.2

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Imran Firoz, certify that:

1.	I<br> have reviewed this report on Form 10-K of Eva Live Inc., a Nevada corporation (“registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the condensed consolidated financial statements and other financial information included in this report fairly present<br> in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods<br> presented in this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant is made known to us by others within those entities, particularly<br> during the period in which this report is being prepared;
---	---
b.	Designed<br> such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial<br> statements for external purposes with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information<br> and
---	---
b.	Any<br> fraud, whether or not material, involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
/s/ Imran Firoz
---
Imran<br> Firoz, Chief Financial Officer
(Principal<br> Accounting Officer)
March 16, 2026

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACTOF 2002

In connection with the annual report of Eva Live Inc. (the “Company”) on Form 10-K for the period ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ David Boulette
---
David Boulette
President (Principal Executive Officer)
March 16, 2026

EXHIBIT32.2

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANTTO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Imran Firoz
---
Imran<br> Firoz
Chief<br> Financial Officer (Principal Accounting Officer)
March 16, 2026

Exhibit 97.1

EVALIVE INC.

POLICYFOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Eva Live Inc., a Nevada corporation (the “Company”), has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), which shall be deemed effective as of January 1, 2026 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11 of this Policy.

1.0Persons Subject to Policy

This Policy shall apply to current and former officers of the Company.

2.0Compensation Subject to Policy

This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” when the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.

3.0Recovery of Compensation

If the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.

4.0Manner of Recovery; Limitation on Duplicative Recovery

The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Sarbanes-Oxley Act of 2002, Section 304 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.

5.0Administration

This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, stockholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.

6.0Interpretation

This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.

7.0No Indemnification; No Liability

The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.

8.0Application; Enforceability

Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.

9.0Severability

The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

10.0Amendment and Termination

The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.

11.0Definitions

“ApplicableRules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.

“Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.

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“ErroneouslyAwarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended.

“FinancialReporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, non-GAAP financial measures, as well as stock price and total stockholder return.

“GAAP” means United States generally accepted accounting principles.

“Impracticable” means (a) (i) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

“Incentive-BasedCompensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.

“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.

“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

“RestatementDate” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.

“Three-YearPeriod” means the three completed fiscal years immediately preceding the date the Company is required to prepare a Restatement. The “Three Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

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