Eva Live Inc: Form 10-K for the period ended Dec 31, 2025

DESCRIPTION OF BUSINESS

Our Company

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.

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.

Reverse Capitalization

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.

Recent developments

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.

Promissory notes

Promissory Notes with 1800 Diagonal Lending LLC

1800 Diagonal 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.

1800 Diagonal 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.

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 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.

1800 Diagonal 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.

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.

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 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.

1800 Diagonal 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.

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.

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 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.

1800 Diagonal 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.

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 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.

1800 Diagonal 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.

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.

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 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.

1800 Diagonal 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.

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 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.

General Terms & 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.

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.

Promissory Notes with Boot Capital LLC

Boot Capital 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.

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 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.

Boot Capital 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.

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 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.

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 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.

Boot Capital 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.

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 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.

General Terms & 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.

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.

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 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.

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.

Promissory Note 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.

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%.

Our Current Operations

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.

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

15

• Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within ten days after receipt of written notice thereof from the non-breaching party.

Our contract includes other standard terms and conditions, including but not limited to force majeure, indemnification, limitation of liability, non-disclosure, data usage and ownership, privacy 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.

Middle East 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.

Our Revenue 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.

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.

Business Strategy

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

Industry and 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.

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 $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 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 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 bidding remains the dominant segment, accounting for the largest share at over 60% of DSP transaction volume.
• Straits Research valued the global DSP market for programmatic advertising at $21.8 billion in 2025, with expectations to reach $112.2 billion by 2033, at a CAGR of 22.7%.

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.

Key Drivers of Growth

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

Rise in 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%.

Advancements in 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.

Expansion of 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-Driven Identity 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.

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-Driven Opportunities. 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.

Competitive Risks 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.

AI Governance 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.

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.

Industry Trends and Developments

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

Consolidation and 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.

Connected TV 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.

Regulatory Scrutiny. 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.

Market Concentration 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.

Emergence of 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.

Leading DSP Providers

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

The Trade 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.

Amazon Advertising. 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.

Google Display & 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.

Adobe Advertising 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.

Chalice AI. 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.

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.

Prescient AI. 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.

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.

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.

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.

Risks Related to the Company

We may 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.

We have a limited history of operations; accordingly, no track record would provide a basis for assessing our ability to conduct successful commercial 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.

The non-GAAP financial metrics that our management uses to measure the success of our business model may not provide the best measurement of 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.

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

24

We derive 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:

Revenue Fluctuations: 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.

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

Payment Risks: 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 consider this concentration in customers an important risk factor when evaluating our business.

There is 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.

We may 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.

Our business 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.

We depend on our intellectual property, and our failure to protect that intellectual property could adversely affect our future growth and success.

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.

Our officers, 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.

The loss 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.

Differing interpretations of established accounting policies or the accounting treatments of current transactions might necessitate us to revise our 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.

Management of 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.

Because we 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.

There are 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.

The Company may be unable to respond to the rapid technological change in its industry, which may increase costs and competition that may adversely 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.

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

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

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.

If we fail to establish and maintain an effective internal control system, we may not be able to report our financial results accurately or prevent fraud. Any ability to report and file our financial results accurately and timely could harm our reputation and adversely impact 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.

We may need and be unable to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions 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.

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

Risks Related to our Securities

Our executive officers and directors will continue to exercise significant control over us for the foreseeable future, which will limit our shareholders 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.

We do 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.

Our stock 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 capital financing;
• additions or departures of key personnel;
• conversions from preferred stock to common stock;
• sales of our common and preferred stock;
• our ability to execute our business plan;
• operating results that fall below expectations;
• loss of any strategic relationship;
• regulatory developments; 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.

We are subject to the periodic reporting requirements of the Exchange Act, which require us to incur audit fees and legal fees for preparing such 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.

If we 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.

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.

Cybersecurity Risk 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 monitoring of systems for vulnerabilities, unauthorized access, and threats;
• Use of third-party security assessments and tools, including firewalls, endpoint detection and response (EDR), encryption, and secure cloud infrastructure.
• Regular employee training on data security, phishing awareness, and incident response protocols;
• A 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.

Impact of 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.

Governance and Oversight

Board Oversight:

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.

Management Oversight:

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.

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.

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.

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

COMPANY OVERVIEW

Eva Live Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc. (a Florida corporation), a public shell company traded on the Pink Sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company’s domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February 11, 2014, the Company announced negotiations with Impact Future Media LLC, and its President/Founder, Francois Garcia, acquired 100% of Impact Future Media LLC and its media and entertainment assets. The Company announced the closing of this transaction on March 25, 2014. From March 2014 to September 28, 2021, the Company was involved in the entertainment, publishing, and interactive industries.

The Company’s year-end is December 31.

On September 28, 2021 (the “Acquisition Date”), the Company merged into EvaMedia Corp. (“EvaMedia”). Upon completion of the reverse merger, the Company acquired all issued and outstanding shares of EvaMedia’s capital stock. As a result, the Company issued 110,192,177 shares of the Company’s common stock to shareholders of EvaMedia, and immediately following the Acquisition, 111,169,525 shares of common stock were issued and outstanding. As a result, EvaMedia’s shareholders control 99.12% of the issued and outstanding shares of the Company on a fully diluted basis. Following the Acquisition, David Boulette of EvaMedia became the company’s CEO, director, and controlling shareholder. He appointed two additional board members from EvaMedia, Phil Aspin and Daryl Walser. Terry Fields remained the only board member of the Company. The Company appointed Rizvan Jamal as an independent director of the Company in May 2025. The Company appointed Ali Shadman as an independent director of the Company in June 2025. As of December 31, 2025, the Company has six directors.

We deemed EvaMedia as an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such, we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia’s relative size, measured in assets and revenues, is significantly larger than that of the Company.

We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired.

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

On September 9, 2021, the Company completed a reverse split in the amount of 1-for-150, changed the Company’s name to Eva Live Inc., changed the Company’s trading symbol from “MLWN” to “GOAI,” and executed an Acquisition Agreement resulting in a change of control of the Company. On September 10, 2021, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Malwin Ventures, Inc.” to “Eva Live, Inc.” and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”. Trading on the OTCQB under the new ticker symbol began at market opening on July 11, 2021.

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

We execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.

Current Operations

As of September 28, 2021, the Company’s vision is to build the world’s leading digital media platform to deliver measurable business outcomes at scale for regional and global brands, agencies, and retailers across different marketing goals. Our system continually learns to achieve trusted and impactful digital advertising solutions, eliminating ad fraud, lag, and error to produce unmatched digital advertising optimization. Effective September 28, 2021, David Boulette is the Company’s Chief Executive Officer and Director. At present, the Company has six directors.

Eva Live is a technology company that has developed an automated and intelligent advertiser campaign management platform, Eva Platform. Our Platform enables advertisers (‘customers, clients’) to buy advertising space on several digital channels to reach their desired audience. Our technology intends to address the needs of markets where high-volume advertisers want automated advertising purchases to have high conversion rates. We focus on data-driven marketing and cross-channel measurement, critical to businesses looking to optimize their marketing budget and reach audiences across all their integrated advertising efforts.

We operate at the junction of digital marketing and media monetization. We enable market awareness of companies and brands by providing best-in-class digital marketing and monetization services on the Internet. Our typical customers are advertising agencies (classified under SIC7319) and businesses in various industries seeking to market their products and services using our platform, including media companies, financial institutions, and other retail entities. Most of our customers are from North America, mainly the US and Canada.

For the fiscal year ending December 31, 2025, we had seventeen (17) customers, primarily from North America, compared to sixteen (16) customers for the previous period ending December 31, 2024. The top three customers represent over 61.05% and 60.78% of revenue for the fiscal year ending December 31 30, 2025, and 2024. Our company’s financial health is highly dependent on these top customers. If any of them were to significantly reduce their spending or cease doing business with your company, it could have a major impact on your revenue and overall financial health. Such customers advertise with the media through us and engage in media buying services such as online traffic from the Eva Platform. We also deal with businesses (as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account management, production of advertising material, media planning, and buying (i.e., placing advertising).

We execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create awareness and direct response campaigns with a fixed conversion point.

The Company also owns the Eva XML Platform, which buys traffic from various sources and sells that traffic to landing pages that display advertising via XML feeds. A price discrepancy exists between buying traffic on display and native platforms for specific keywords in an ad campaign and the XML search feeds. The Eval XML Platform manages the entire ad buying/selling process by integrating into Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. As a result, we can create thousands of ads with the push of a button. The Eva XML Platform manages the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue.

PLAN OF OPERATIONS

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

The Company earns revenues from advertisers by signing purchase or insertion orders based on Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, as defined in 4’s/IAB. We intend to offer media companies and advertising agencies a standard for conducting business acceptable to both parties based on such terms and conditions. When incorporated into an insertion order, this protocol represents the Company and its customers’ shared understanding of doing business. The Company may also sign additional documents to cover sponsorships and other arrangements involving content association, integration, and special production. The Company considers an insertion order with its customers, a binding contract with the customer, or other similar documentation reflecting the terms and conditions under which it provides products or services. As a result, the Company considers the insertion order persuasive evidence of an arrangement. Each insertion is specific to the customer, defines each party’s fee schedule, duties, and responsibilities, and is governed by 4’s/IAB Version 3.0 for renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract.

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

Revenue: The Company receives the Ad Spend or a marketing budget from the customers to develop marketing campaigns for their products and services. The Company recognizes the total Ad Spend of the Client as its revenue. Our revenues are directly proportional to the amount of Ad Spend on the platform.

Operating Expenses: Our operating expenses include general and administrative, media traffic purchases, and amortization and depreciation.

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

Media traffic purchases include ad inventory purchased from publishers and data costs from data providers. We buy media traffic from a third party and receive a consolidated bill.

Amortization and depreciation expenses include the expenses related to the development of the Eva Platform.

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

Net margin: Net income (loss)/Total Revenue ×100

While these are important metrics for our business, specific performance indicators (KPIs) may vary depending on our current business model, strategic goals, and the specifics of its operations.

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

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

At December 31, 2025, and December 31, 2024, the Company had $202,524 and $76,356 cash to execute its business plan. At December 31, 2025, and December 31, 2024, the Company had accumulated a deficit of $20,342,362 and $28,469,675. The working capital surplus and deficit as of December 31, 2025, and 2024 were $9,679,283 and $1,560,391.

RESULTS OF OPERATIONS

Fiscal Year Ending December 31, 2025, and 2024

The Company has consolidated the income statements for the fiscal years ending December 31, 2025, and 2024. We derived all revenues from the principal-based model for the fiscal year ending December 31, 2025, and 2024.

Revenue

For the fiscal year ended December 31, 2025, the Company generated revenue of $17,037,328, compared to $9,330,971 for the fiscal year ended December 31, 2024, an increase of $7,706,357, or 82.59%. This increase was primarily driven by increased client spending and an expansion in the number of active clients, which rose to 20 in 2025 from 15 in 2024.

Net Income (loss)

For the fiscal year ended December 31, 2025, the Company reported net income of $8,127,313, as compared to a net loss of $3,753,268 for the fiscal year ended December 31, 2024, an improvement of $11,880,581. The improvement was primarily driven by higher revenue and improved operating leverage, as operating expenses declined as a percentage of revenue. Revenue increased to $17,037,328 in 2025 from $9,330,971 in 2024, primarily as a result of increased client spending. Operating expenses were $8,817,071 for 2025, compared to $13,055,886 for 2024, representing 51.75% and 139.92% of revenue, respectively.

General & administrative costs (“G and A”)

General and administrative expenses were $1,798,231 for the fiscal year ended December 31, 2025, compared to $7,484,914 for the fiscal year ended December 31, 2024, representing a decrease of $5,686,683, or 75.97%. As a percentage of revenue, general and administrative expenses were 10.55% and 80.22% for the years ended December 31, 2025, and 2024, respectively. The decrease in general and administrative expenses was primarily attributable to lower share-based compensation expense related to management compensation, as well as reduced financing-related costs, during 2025 as compared to 2024.

For the fiscal year ended December 31, 2025, and 2024, the office’s rent payment was $3,492 and $2,748 and included in the General and administrative expenses.

Media traffic

Media traffic expenses were $6,920,445 for the fiscal year ended December 31, 2025, compared to $5,570,972 for the fiscal year ended December 31, 2024, representing an increase of $1,349,473, or 24.22%. As a percentage of revenue, media traffic expenses were 40.62% and 59.70% for the years ended December 31, 2025, and 2024, respectively. The increase in media traffic expenses during 2025 was primarily attributable to higher revenue-generating activity and increased client demand, which required greater media purchasing volume. Despite the increase in absolute dollars, media traffic expenses declined as a percentage of revenue, reflecting improved gross margin performance in 2025 as compared to 2024.

Amortization and depreciation

Amortization and depreciation expense was $98,395 for the fiscal year ended December 31, 2025, compared to $0 for the fiscal year ended December 31, 2024. The increase in amortization and depreciation expense during 2025 was primarily attributable to the amortization of original issue discount and deferred financing costs associated with the Company’s financing arrangements, together with depreciation expense recognized on fixed assets placed in service during the year.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2025, and December 31, 2024, the Company had $202,524 and $76,356 cash to execute its business plan. At December 31, 2025, and December 31, 2024, the Company had accumulated a deficit of $20,342,362 and $28,469,675. The working capital surplus and deficit as of December 31, 2025, and 2024 were $9,679,283 and $1,560,391.

The Company had not generated significant revenues or cash flow from operations in the past fiscal year ended December 31, 2024. However, the Company increased its revenue significantly for the fiscal year ended December 31, 2025. The Company currently has over $16 million in accounts receivable, which we intend to collect to improve its cash flow.

Since its inception, the Company has sustained losses and negative cash flows from operations until the fiscal year ended December 31, 2025. The Management believes that cash on hand may not be sufficient for the Company to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following December 31, 2025. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using currently available capital resources and additional capital that we will raise. The Management anticipates raising additional capital to accomplish the Company’s growth plan over twelve (12) months. We do not have any plans or specific agreements for new funding sources. The Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms, such as financing and capital, that might be available.

Debt Financing Activities

During the fiscal year ended December 31, 2025, the Company raised capital through the issuance of eight promissory notes to three lenders, generating aggregate net cash proceeds of approximately $900,000. The aggregate principal amount of these notes totaled $1,078,140, reflecting original issue discounts totaling $143,140 and transaction expenses of $35,000.

The Company entered into five separate Securities Purchase Agreements with 1800 Diagonal Lending LLC, issuing promissory notes with an aggregate principal of $848,685 for aggregate purchase prices of $735,000 ($700,000 net of $35,000 in legal and due diligence fees). The notes bear one-time interest charges ranging from 12% to 13%, mature between January 2026 and August 2026, and carry default interest of 22% per annum. The notes are repayable in either five or ten installments, depending on the note, and are convertible into shares of Common Stock only upon an Event of Default at a conversion price equal to 65% of the lowest trading price during the ten trading days prior to conversion, representing a 35% discount to market. As of December 31, 2025, one of the five Diagonal notes (Notes #1) was fully repaid through scheduled installment payments during 2025. Diagonal note#2 was substantially repaid with remaining balances of $57,582 converted into shares of Common Stock in late January 2026. The remaining three notes (Notes #3, #4, and #5, with aggregate principal of $556,369) were outstanding with full principal balances as of December 31, 2025, as their first installment payments were not yet due. The outstanding balance of Diagonal notes (Notes #2, #3, #4, and #5) was $613,951 as of December 31, 2025.

The Company entered into two Securities Purchase Agreements with Boot Capital LLC, issuing promissory notes with an aggregate principal of $229,455 for aggregate purchase prices of $200,000. The notes bear a one-time interest charge of 12%, mature between January and May 2026, and contain conversion and default provisions substantially similar to the Diagonal notes. Boot Note #1 was substantially repaid through installment payments during 2025, with the final installment converted in January 2026. Boot Note #2 had no installment payments due prior to January 30, 2026, and was converted in full in late January 2026. The outstanding balance of Boot notes (Notes #1 and #2) was $161,379 as of December 31, 2025.

On December 10, 2025, the Company issued a convertible promissory note to an individual lender in the principal amount of $110,000 for funding of $100,000, reflecting a 10% original issue discount. Unlike the institutional notes, this note bears simple interest at 10% per annum, matures on December 10, 2026, requires no installment payments (bullet maturity), and is convertible at a fixed price of $2.60 per share at the holder’s option at any time. The note contains no default premium, no default interest rate, no beneficial ownership cap, and no anti-dilution provisions. The effective cost of this financing is approximately 21.00%. The full principal balance of $110,000 was outstanding as of December 31, 2025.

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

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

GOING CONCERN CONSIDERATION

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

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

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

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

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

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

Revenue Recognition

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

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

Accounts Receivable and Allowance for Credit Losses

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

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

Convertible Notes Payable and Debt Issuance Costs

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

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

Goodwill and Intangible Asset Impairment

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

Stock-Based Compensation

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

Going Concern

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

JOBS ACT ACCOUNTING ELECTION

We are an “emerging growth company,” defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards after enacting the JOBS Act until those standards apply to private companies. We have applied for exemption as an emerging growth company; thus, the Company may delay adopting certain accounting standards until the standards apply to private companies.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We have not engaged in any off-balance sheet arrangements defined in Item 303(c) of SEC’s Regulation S-B. We had no relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.

RECENT ACCOUNTING PRONOUNCEMENTS

The ASU amendments are effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted ASC 606 - Revenue Recognition from January 1, 2019, and Amended ASU 2016-02, Leases (Topic 840) from January 1, 2020. The ASU is currently not expected to have a material impact on our consolidated financial statements. We believe the accounting policies described in Note 2 are critical to the judgments and estimates used to prepare our financial statements. As a result, we have described significant accounting policies in more detail in Note 2 of our consolidated financial statements appearing elsewhere in this document.

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 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with the authorizations of our management and directors and

(3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets 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.