UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2026

☐ 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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EVA LIVE INC.

(Exact name of registrant as specified in its charter)

Nevada

7370

88-2864075

State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

The Plaza,1800 Century Park East, Suite 600,

Los Angeles, CA 90067

Tel: (310) 229-5981

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

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

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 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 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 accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of Common Stock, $0.0001 par value of the registrant outstanding on May 13, 2026, was 36,535,389.

EVA LIVE INC.

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2026

INDEX

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	11

Item 4.	Controls and Procedures	11

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	12

Item 1A.	Risk Factors	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	13

Item 5.	Other Information	13

Item 6.	Exhibits	13

Item 1. Financial Statements

Index to Consolidated Financial Statements

		Pages

Consolidated Balance Sheet as of March 31, 2026 (Unaudited) and December 31, 2025 (Audited)		F-2

Consolidated Statement of Operations for the three months ended March 31, 2026 (Unaudited), and March 31, 2025 (Unaudited)		F-3

Consolidated Statement of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 (Unaudited), and March 31, 2025 (Unaudited, Restated)		F-4

Consolidated Statement of Cash Flows for the three months ended March 31, 2026 (Unaudited) and March 31, 2025 (Unaudited)		F-5

Notes to the Consolidated Financial Statements		F-6

F-1

EVA LIVE, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2026			December 31, 2025
	(Unaudited)			(Audited)
Assets:
Current assets
Cash	$	5,769,269		$	202,524
Accounts receivable, net of allowance for doubtful accounts of $1,379,519 and $1,379,519, respectively		18,436,030			16,006,624
Marketable securities		360,900			-
Original issuance discount, net		118,166			73,482
Deferred financing costs, net		18,277			18,044
Other assets		269			269
Total current assets	$	24,702,911		$	16,300,943
Furniture, fixtures, and equipment		14,670			14,919
Total assets	$	24,717,581		$	16,315,862
Liabilities and stockholders’ equity (deficit):
Accounts payable and accrued liabilities		2,982,974			2,933,844
Accrued expenses		2,376,260			2,633,885
Convertible promissory notes		1,084,493			985,330
Accrued interest		51,801			68,601
Deferred revenue		549,803			-
Total current liabilities	$	7,045,331		$	6,621,660
Senior secured convertible promissory note, face value		7,560,000			-
Less: Unamortized debt discount		(7,163,566	)
Convertible note payable, net of unamortized discount		396,434
Derivative liability		4,923,000			-
Total long-term liabilities		5,319,434			-
Total liabilities	$	12,364,765		$	6,621,660
Commitments and Contingencies (Note 6)		-			-
Stockholders’ equity:
Common stock, par value $0.0001, 300,000,000 shares authorized; 36,535,389 and 31,342,285 shares issued and outstanding, as of March 31, 2026, and December 31, 2025, respectively		3,653			3,134
Deferred stock-based compensation		(2,062,500	)		-
Additional paid-in capital		43,318,101			30,033,430
Accumulated deficit		(28,906,438	)		(20,342,362	)
Total stockholders’ equity (deficit)	$	12,352,816		$	9,694,202
Total liabilities and stockholders’ deficit:	$	24,717,581		$	16,315,862

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

F-2

EVA LIVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	March 31, 2026		March 31, 2025
	Three Months Ended
	March 31, 2026		March 31, 2025
	(Unaudited)		(Unaudited)
Sales		3,903,231		3,681,520
Total revenue	$	3,903,231	$	3,681,520
Operating expenses
General and administrative		9,279,934		377,385
Media traffic purchase		3,729,442		1,300,766
Amortization and depreciation		249		407
Total operating expenses		13,009,625		1,678,558
Operating income (loss)

SEC Form 10-Q filed by Eva Live Inc.