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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ending December 31, 2023

 OR

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

 For
the transition period from ______________ to ______________

 Commission
File No. 333-273162

 EVA
LIVE INC.

 (Exact
name of registrant as specified in its charter)

 nevada

 88-2864075

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 The
 Plaza, 1800 Century Park East, Suite 600,

 Los
 Angeles, CA

 90067

 (Address
 of principal executive offices)

 (Zip
 Code)

 (310) 229-5981

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 GOAI

 OTC
 Markets

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

 Title
 of each class

 Stock, par value $0.0001

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price as
of December 31, 2023, of $1.50 per share, the last business day of the registrant's most recently completed fourth quarter, was approximately
$ 184,578,524.

 The
number of shares of Common Stock, $0.0001 par value of the registrant outstanding at April 10, 2024, was 123,052,349.

 TABLE
OF CONTENTS

 PART I.

 ITEM

 BUSINESS

 ITEM
 1 A.

 RISK FACTORS

 ITEM
 1 B.

 UNRESOLVED STAFF COMMENTS

 ITEM

 OPERATING LEASES

 ITEM

 LEGAL PROCEEDINGS

 ITEM

 MINE SAFETY DISCLOSURES

 PART II.

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 SELECTED FINANCIAL DATA

 ITEM
 7.

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

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 PART III.

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 PART IV.

 ITEM
 15.

 FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 EXHIBITS

 SIGNATURES

 FORWARD-LOOKING
STATEMENTS

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

 Forward-looking
statements may include the words "may," "could," "will," "estimate," "intend,"
"continue," "believe," "expect," "desire," "goal," "should,"
"objective," "seek," "plan," "strive" or "anticipate," as well as variations
of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions
only as of the date of this Form 10-K. Except for our ongoing obligation to disclose material information as required by federal securities
laws, we do not intend and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance
on any such forward-looking statements. Should one or more of these risks or uncertainties materialize or underlying assumptions prove
incorrect, actual outcomes will likely vary materially from those indicated.

 PART
I

 ITEM
 1.

 BUSINESS

 DESCRIPTION
OF BUSINESS

 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 their 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 industry.

 On
September 9, 2021, the Company completed a reverse split in the amount of 1 for 150, Changed its name to Eva Live Inc., Changed its trading Symbol from MLWN to GOAI, and executed an Acquisition Agreement resulting in a change of control
of the Issuer.

 On
September 10, 2021, the Financial Industry Regulatory Authority ("FINRA") announced the effectiveness of a change in the
Company's name from "Malwin Ventures, Inc." to "Eva Live, Inc." (the "Name Change") and a change
in the Company's ticker symbol from "MLWN" to the new trading symbol "GOAI" (the "Symbol Change").
Trading under the new ticker symbol began at market opening on July 11, 2021. The current shareholders do not require action from current
shareholders concerning the change in the trading symbol. The Company's CUSIP also changes to 98892100.

 Recent
Significant Transaction – EvaMedia Corp. Acquisition

 On
September 28, 2021 (the 'Acquisition Date'), the Company merged ('Acquisition') into EvaMedia Corp. ('EvaMedia).
Upon completing the Acquisition, 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 issued and outstanding shares of the Company on a fully diluted basis. Following the Acquisition, David Boulette of EvaMedia became
the Company's CEO, director, and controlling shareholder. He appointed two additional board members from EvaMedia, Phil Aspin and
Darly Walser. Terry Fields continued as the board member of the Company after the merger.

 We
have accounted the Acquisition as a reverse acquisition under the acquisition method of accounting per ASC 805, with EvaMedia treated
as the accounting acquirer and the Company treated as the "acquired" company for financial reporting purposes. We determine
EvaMedia an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority
of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors
of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such,
we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia's
relative size measured in assets and revenues is significantly larger than that of the Company.

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

 We
consider the Acquisition a reverse acquisition; therefore, the purchase consideration is the Company's fair value as of September
28, 2021. The number of shares issued and outstanding for the Company just before the Acquisition Date was 977,348, with a market price
of $2.000 quoted on the OTC Bulletin Board under the trading symbol GOAI. We estimated the purchase price and the book value or net financial
liability of the Company to be $1,954,697 and $55,909. As a result, we recorded Goodwill as the difference between the purchase price
and book value, $2,010,606. The Company carried out the Goodwill Impairment Analysis as of December 31, 2023, where the carrying value
of the Goodwill as of December 31, 2023, is $2,010,606. The fair market value of the implied Goodwill is approximately $37,772,765, which
is higher than the carrying value, and thus, the Company did not record any impairment as of December 31, 2023.

 AdFlare
Acquisition

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

 AdFlare,
a wholly owned subsidiary of the Company, is a leader in the specialized field of "Header Bidding," with a deep contextual
understanding of an array of ad technologies spanning search, display, and video across mobile and desktop, providing solutions to help
all publishers drive revenue. Header bidding, also known as advance or pre-bidding, is a technology wherein publishers simultaneously
offer their inventory to multiple ad exchanges, advertisers, and agencies. The idea is that by letting various buyers bid on the same
inventory at the same time, in real time, there's more competition driving up the auction pressure and a chance to serve each impression
at a higher Cost Per Mille rate ("CPM rate"), meaning capturing additional revenue. AdFlare has a track record of delivering
over 1 billion ad impressions a month and increasing Google AdX over Google AdSense CPM by over 30%, with an average fill rate of 99.9%
in the US market.

 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 a 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 currently has four directors. The one non-executive director is Terry Fields. The three executive directors are
David Boulette, Phil Aspin, and Daryl Walser.

 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, which are critical to businesses looking
to optimize their marketing budget and reach audiences through 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, 2023, we had nineteen (19) customers, primarily
from North America, compared to seven (7) customers for the fiscal year ending December 31, 2022. The top three customers represent 73% and 92% of revenue for the fiscal year ending December 31, 2023, and 2022. 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 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
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 involved parties. 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 the 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.

 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 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 processing by traditional database management tools. 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 a 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.

 Our
Revenue Model

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

 Under
the principal-based agency, the Company takes a 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 the 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 completed 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 cost-effectively grow operations 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:

 Complete
 the integration of AI in the fiscal year ending December 31, 2023;

 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 platforms (DSP) providers; some of
our competition is privately held small-sized companies, and others are large, well-known, established companies such as Facebook, Google,
and Amazon. 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 buyers and sellers.

 With
the introduction of new technologies, AI implementation, and new entrants entering the market, we expect competition to continue
and intensify in the future.

 According
to eMarketer (1), by the end of 2020, the combined ad revenues of Facebook and Google's media in the U.S. will account
for nearly 63% of advertisers' total budgets for programmatic display. eMarketer estimates U.S. advertisers will spend almost $60
billion on programmatic display by the end of 2019. By 2021, nearly 88%, or $81.00 billion, of all U.S. digital display ad dollars will
be transacted programmatically. The Company expects DSPs to consolidate to provide advertisers with more end-to-end advertising solutions.

 (1)

 BOARD
OF DIRECTORS

 As
of the date of this filing, the Company had four (4) directors.

 EMPLOYEES

 As
of the date of this prospectus, we had three employees, all of whom were 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 formalized employment agreement with Mr. Boulette, the Company's CEO, President, and CFO ("CEO").
The CEO's annual salary is $216,000 per annum. The Company accrues compensation payable to the CEO in Accounts Payable and accrued

 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 employment agreements with these people with appropriate non-competition provisions. Mr. Boulette, Mr. Aspin, and
Mr. Walser devote 100%, 75%, and 75% of their time to the Company's business.

 CORPORATE
INFORMATION

 The
Company's principal office is The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067. Our telephone number is (310)
229-5981.

 As
of the date of this prospectus, our common stock is traded on the OTC Bulletin Board under the trading symbol GOAI.

 GOING
CONCERN

 Although our financial statements have been prepared on a going concern
basis, we must raise additional capital to continue as a going concern. See Risk Factors relating to "Going Concern."

 DESCRIPTION
OF COMPANY'S SECURITIES TO BE REGISTERED

 Effective
November 01, 2023, the Company incorporated by reference the description of its common stock, par value $0.0001 per share, to be registered
hereunder contained under the heading "Description of Securities" in the Company's Registration Statement on Form S-1/A
(File No. 333-273162), as initially filed with the Securities and Exchange Commission (the "Commission") on July 07, 2023,
as subsequently amended (the "Registration Statement"). Since the Registration Statement filing, the Company has made all
required filings pursuant to Section 15(d) and has continued to file all reports voluntarily.

 ROUNDING
ERROR

 Due to rounding, numbers presented in the financial statements for the
period ending December 31, 2023, and 2022, and throughout the report, may not add up precisely to the totals provided, and percentages
may not reflect the absolute figures.

 ITEM
 1A.

 RISK
 FACTORS

 Our
Company is a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act and is not required to provide the
information required under this Item.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 2.

 OPERATING
 LEASES

 As
of September 28, 2021, the Company's new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 ("California
Lease"). The Company has signed the California Lease on a month-to-month basis, entitled the Company to use the office and conference
space on a needs-only basis. The new lease payment is $229 per month, included in the General and Administrative expenses. For the fiscal
year ended December 31, 2023, and 2022, the office's rent payment was $2,748 and $2,748, included in the General and administrative

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 The
Company discloses a loss contingency if there is at least a reasonable possibility of a 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 loss; the Company records the minimum estimated 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 currently is not involved in any litigation.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 MARKET
INFORMATION

 ADMISSION
TO QUOTATION ON THE OTC BULLETIN BOARD AND OTC LINKS

 Our
common stock is quoted on the OTC Bulletin Board and/or OTC Link under the trading symbol GOAI. In the future, if our securities are
not quoted on the OTC Bulletin Board and/nor OTC Link, a security holder may find it more difficult to dispose of or to obtain accurate
quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that
it (i) is not situated in a single location but operates through the communication of bids, offers, and confirmations between broker-dealers,
and (ii) securities admitted to the quotation are offered by one or more Broker-dealers rather than the "specialist" common
to stock exchanges.

 TRANSFER
AGENT

 The
Company selected Issuer Direct Corporation as its Transfer Agent. The Transfer Agent allocated all stock registration and transfer functions
to that Transfer Agent for the Company's common and preferred stock. Such Transfer Agent shall prepare and distribute a complete
stock ledger to the Company, including the name, address, certificate number, certificate type, and shareholder shares.

 HOLDERS

 As
of the date of this prospectus, the Company had 123,052,349 shares of our common stock issued and outstanding held by 912 holders of
record.

 DIVIDEND
POLICY

 Since
our formation, we have not declared or paid dividends on our common stock and do not anticipate paying dividends in the foreseeable future.
Declaration or payment of dividends, if any, will be at the discretion of our Board of Directors and will depend on our current financial
condition, results of operations, capital requirements, and other factors deemed relevant by the Board of Directors. There are no contractual
restrictions on our ability to declare or pay dividends. See the Risk Factor entitled, "Because we do not intend to pay any cash
dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them."

 SECURITIES
AUTHORIZED UNDER EQUITY COMPENSATION PLANS

 We
have no equity compensation or stock option plans.

 RECENT
SALES OF UNREGISTERED SECURITIES

 All
of the Company's recent sales of unregistered securities within the past three years reported previously reported as required in
Quarterly Reports on Form 10-Q and current reports on Form S1-A filed October 27, 2023.

 ITEM
 6.

 SELECTED
 FINANCIAL DATA

 The
Company is a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act and is not required to provide the
information required under this Item.

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

 This
Annual Report Form 10-K 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.

 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

 Earnings
Before Interest, Taxes, Depreciation, and Amortization (EBITDA): We present EBITDA as a non-GAAP financial measure. We provide this
metric to give investors a clearer picture of our operational performance by removing the impact of our capital structure (interest),
tax situation, and the effects of capital investments (depreciation and amortization). EBITDA provides useful information to management
and investors by excluding certain expenses that may not indicate our core operating results. We have presented the reconciliation of
net income (GAAP) to EBITDA (Non-GAAP) in our operations results.

 While
these are important metrics for our business, the specific key 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, 2023, and December 31, 2022

 At
December 31, 2023, and December 31, 2022, the Company had $472,509 and $38,506 cash to execute its business plan. At December 31, 2023,
and December 31, 2022, the Company had accumulated a deficit of $24,176,091 and $18,131,587. The working capital deficit as of December 31, 2023, and 2022 were $61,141 and $1,492,334.

 RESULTS
OF OPERATIONS

 Fiscal
Year Ending From December 31, 2023, and 2022

 The
Company has consolidated the income statements for the fiscal year ending December 31, 2023, and 2022. We derived all revenues from the
principal-based model for the fiscal year ending December 31, 2023, and 2022. The Company generated revenues of $5,377,273 and $1,350,941
for the fiscal year ended December 31, 2023, and 2022. The increase in revenue was mainly due to an increase in clients from
seven (7) to nineteen (19) for the fiscal year ended December 2022 to December 2023. The Company incurred a net loss of $6,044,504 and
$3,592,907 during the fiscal year ended December 31, 2023, and 2022. The increase in loss for the fiscal year ended December 31, 2023,
was mainly due to high share-based expenses for the Company's management.

 During the fiscal year ended December 31, 2023, and 2022, the Company incurred
general & administrative costs ("G and A") of $8,393,556 and $2,120,352; the G and A expenses were 156.09% and 156.95%
of the revenue. The increase in G and A expenses for the fiscal year ended December 31, 2023, was mainly due to high share-based expenses
for the Company's management. During the fiscal year that ended December 31, 2023, and 2022, the Company spent $2,834,723 and $1,105,718
on buying media traffic. During the fiscal year ended December 31, 2023, and 2022, the media traffic expenses were 52.72% and 81.85% of
the revenue. In the fiscal year ended December 31, 2023, the Company streamlined and optimized its platform; as a result, the media expenses
were lower compared to such costs for the fiscal year ending December 31, 2022. During the fiscal year ended December 31, 2023, and 2022,
the amortization and depreciation expenses were $193,498 and $217,778.

 For
the fiscal year ended December 31, 2023, and 2022, the office's rent payment was $2,748 and $2,748, included in the General and
administrative expenses.

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

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

 Fiscal Year Ended

 Description

 Net income (GAAP Measure)

 $
 (6,044,504
)

 (3,592,907
)

 Add: Interest expense

 -

 -

 Add: Taxes

 -

 -

 Add: Amortization & Depreciation

 193,498

 Add: Goodwill impairment

 -

 EBITDA (Non-GAAP Measure)

 $
 (5,851,006
)

 (1,875,129
)

 LIQUIDITY
AND CAPITAL RESOURCES

 At
December 31, 2023, and December 31, 2022, the Company had $472,509 and 38,506 cash to execute its business plan. At December 31, 2023,
and December 31, 2022, the Company had accumulated a deficit of $24,176,091 and $18,131,587. The working capital deficit as of December 31, 2023, and 2022 were $61,141 and $1,492,334.

 Since
its inception, the Company has sustained losses and negative cash flows from operations. 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, 2023. The Company had not generated significant revenues or cash flow from operations
in the past fiscal year ended December 31, 2023. 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. The Management anticipates raising significant additional
capital to accomplish its 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 might be available.

 In
the next twelve months, the Company will continue to invest in sales, marketing, product support, development of technology solutions,
and enhancement of existing technology to serve our customers. We expect capital expenditure to increase to up to $250,000 in the next
twelve months to support the growth, which mainly includes software development, acquisition of complementary software, and purchasing
of computers and servers. In addition, the Company estimates the additional expenditure needed to be $250,000, which provides $100,000
and $1500,000 for sales & marketing and working capital, respectively.

 For
the next six to nine months, we expect existing cash on hand, cash flows from operations, and access to funding to be sufficient to fund
our operating activities and other cash commitments, such as related party payments and material capital expenditures. However, we may
need additional funds to achieve sustainable sales, which ongoing operations can fund out of revenues. There is no assurance
that any additional financing will be available or, if available, on terms that will be acceptable to us.

 GOING
CONCERN CONSIDERATION

 We
have yet to generate significant revenues and cash flow from operations to cover our ongoing expenses. As of December 31, 2023, the Company
had an accumulated deficit of $24,176,091. Our independent auditors included an explanatory paragraph in their report on the audited
financial statements for the fiscal year ended December 31, 2023, and 2022, regarding concerns about our ability to continue as a going
concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our
independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying
amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 Management has considered various factors in evaluating the Company's
sustainability and ability to manage obligations due within a year. These include general economic conditions, key industry metrics, operating
results, capital expenditures, commitments, future obligations, and liquidity. If there is a delay in generating significant revenues
by December 31, 2023, the Company will require capital infusion from new and existing investors, streamlining operating costs, and evaluating
new business strategies to enhance cash flow from operations.

 CRITICAL
ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

 We
have based our management's discussion and analysis of our financial condition and 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.

 We
have described significant accounting policies in Note 2 of our annual financial statements included in our S-1/A for the fiscal year
ending December 31, 2022, filed with the SEC on October 27, 2023. We evaluate our critical accounting estimates and judgments required
by our policies on an ongoing basis and update them as appropriate based on changing conditions.

 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 would
otherwise 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 the 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 annual financial statements included in our S-1/A for the fiscal year
ending December 31, 2022, filed with the SEC on October 27, 2023.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

 Not
Applicable.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 All
financial statements required by this Item are presented beginning on Page F-20, and are incorporated herein by this reference.

 ITEM
 9.

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

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES.

 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 as of 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 time 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, 2022. 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 preparation of consolidated financial statements in
accordance with GAAP, and that our receipts and expenditures are being made only in accordance with 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 or compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting on December 31, 2023. Based on our assessments,
management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023, 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 consideration of additional staff with the
requisite experience and training to supplement existing accounting professionals and implemented 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, 2023, that has materially
affected or is reasonably likely to affect, our internal control over financial reporting materially.

 ITEM
 9B.

 OTHER
 INFORMATION.

 None.

 PART
III.

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 Name

 Age

 Position

 David
 Boulette

 President/CEO/CFO/Director

 Phil
 Aspin

 Darly
 Walser

 Terry
 R. Fields

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

 David
Boulette, Founder, President, CEO, and Director

 Mr.
Boulette has served as the Registrant's director, chief Executive Officer, and CFO since September 28, 2021. Mr. Boulette has vast
expertise in computer technology. From January 2015 to the merger with the Company, Mr. Boulette was the founder and CEO of EvaMedia.
He was primarily responsible for developing the Eva Platform. He is knowledgeable in a vast array of computer operating systems (such
as Windows, Linus, Solaris, UNIX, Mac OS, Vista) and languages (such as C++, Java, JSP, Prolog, Oracle, DB2, Flash, Action Script to
name just a few). He has over ten years of software development experience, extensive UML experience, and database design expertise using
Oracle and SQL 2000/2005. From 2010 to the present, Mr. Boulette was the chief executive of BigDnet, a technology company he founded
focused on building media solutions for the digital advertising space. After developing a suite of products, he focused on investing
in startups via marketing and development services. His company has helped to launch and grow many successful startups, including a record
label (roulettemediarecords.com), an online casino (Hotstripecasino.com), an advertising company (EvaMedia.com), and a health food company
(Healthysupplements.com). From 2006 to 2010, Mr. Boulette worked as Lead Software Engineer at LiveHive Systems. From 2003 to 2006, he
was a Senior Software Developer at ATS Automation, and from 2000 to 2003, he was a Software Developer at Kuntz Electroplating, Inc. Mr.
Boulette received his BSC in Company Science in 2005 from WLU, Waterloo, Ontario. The Company believes Mr. Boulette is a suitable director
due to his extensive technology experience.

 Phil
Aspin, Director

 Phil Aspin has served as the director of the Registrant from September
28, 2021. Mr. Aspin is a dynamic, highly trained, and skilled business developer with a deep understanding of the online marketplace,
online strategy, and a flair for innovation. He has proven success in all previous roles, evidenced by a consistent record of generating
revenue, achieving targets, advancing business objectives, and overseeing multi-million dollar projects. Mr. Aspin has comprehensive experience
working in fast-paced environments and possesses strong influencing skills at all senior business leaders and stakeholder levels. He was
the Chief Executive Officer of Click.net from May 2009 to April 2016 (7 years) in Dubai, UAE. Mr. Aspin was initially responsible for
Click.net's startup in 2009, which included facilitating the build of all systems, generating all legal documentation and corporate
site, and structuring the sales and execution strategy. From August 2006 to May 2009, he ran a division of ValueClick Europe and held
various positions in other entities in the industry, starting in 2002. Mr. Aspin is suited to be a director of the Company due to his
experience in online marketing.

 Daryl
Walser, Director

 Mr. Walser has served as the director of the Registrant from September 28, 2021. Mr. Walser has extensive operations and business development
expertise in various public, government, and private sectors. He is an accomplished professional in digital media solutions, lean manufacturing,
operations management, supply chain, inventory management, and logistics. From March 2019 to the present, Mr. Walser has worked as the
Plant Manager at LafargeHolcim Group, Canada's largest provider of sustainable construction materials and a global group member.
From June 2017 to September 2018, he procured goods and services to support Kitchener, Ontario, Canada. From October 2013 to June 2017,
he acted as VP of Operations for BigDnet, a technology company he founded focused on building media solutions for the digital advertising
space. In September 2002, Mr. Walser received his Diploma in logistics, materials, and supply chain management from Conestoga College,
Kitchener, Ontario, Canada. Mr. Walser is suited to sit on the Board because of his long -term business experience and internet technology
experience.

 Terry
R. Fields, Director

 Terry
Fields has served as the director of the Registrant since January 2009. Mr. Fields boasts an impressive career spanning more than four
and a half decades as a legal professional in California. He has gained valuable experience and insight through his roles as an officer
and director for multiple publicly-traded companies across the United States and Canada. His wealth of knowledge is deeply rooted in
corporate and securities law, further enhancing his professional credentials. Mr. Fields commenced his academic journey at the University
of California, Los Angeles (UCLA), where he attained his undergraduate degree in Bachelor of Science. He subsequently pursued legal studies
at the University of Loyola Law School in Los Angeles, earning his Juris Doctorate. With this solid educational foundation, Terry has
made a significant impact in the legal field and continues to do so.

 TERM
OF OFFICE

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

 DIRECTOR
INDEPENDENCE

 Our
board of directors is currently composed of four (4) members. The four (4) directors are executive director who does not qualify as an
independent director following the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the
NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and
has not been for at least three years, one of our employees and that neither the director nor any of his family members have one of our
employees for at least three years with us. In addition, our board of directors has not made a subjective determination as to our director
that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director. However, the NASDAQ rules require such subjective determination. Had our board of
directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us
concerning our director's business and personal activities and relationships as they may relate to us and our management.

 AUDIT
AND COMPENSATION COMMITTEE AND CONFLICTS OF INTEREST

 Since
we do not have an audit or compensation committee comprised of independent directors, the Board of Directors performs the functions that
such committees would have performed. The Board of Directors has not established an audit committee and does not have an audit committee
financial expert, nor has the Board of Directors established a nominating committee. The Board believes such committees are unnecessary
since the Company is an early start-up company with only two directors. To date, such directors have been performing the functions of
such committees. Thus, there is a potential conflict of interest in that our three directors and officers have the authority to determine
issues concerning management compensation, nominations, and audit issues that may affect management decisions.

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

 INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS

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

 STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS

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

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 EXECUTIVE
COMPENSATION

 The
following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officer
for the fiscal year ended December 31, 2023, and 2022:

 Non-Equity

 Nonqualified

 Stock

 Option

 Incentive Plan

 Deferred

 All Other

 Name and Principal

 Salary

 Bonus

 Awards

 Awards

 Compensation

 Compensation

 Compensation

 Total

 Position

 Period

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 David Boulette, CEO (1)

 2022

 216,200

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 216,000

 2023

 216,000

 -0-

 7,070,000

 -0-

 -0-

 -0-

 -0-

 7,286,000

 (1)

 Appointed
 CEO, CFO, President, and Director on September 28, 2021. Mr. Boulette's annual salary is $216,000.

 As
of October 31, 2021, Mr. Boulette is accruing his salary. The Company gives salary compensation to key executives as an employee of the
Company; Mr. Boulette commits one hundred percent (100%) of his time to the Company. From October 2021, the Company is paying its CEO
a monthly compensation of $18,000 per month, with increases each succeeding year should the agreement be approved annually by the Company.
Mr. Boulette is an employee performing as the CEO and CFO.

 The
Company issued 7,000,000 shares for services at the rate of $1.01 per share, based on the closing market price on November 16, 2023:
to officers in lieu of services, David Boulette received 7,000,000 shares for employee services rendered to the Company. The Company
further intends to provide these incentives based on meeting certain sales criteria, which the Board will review quarterly and annually.
The Company still needs to formalize performance-based bonuses and other incentive agreements. The Company intends to pay each executive
monthly at the beginning of the month.

 STOCK
OPTION GRANTS

 We
had no outstanding equity awards as of the end of the fiscal period ended December 31, 2023, or through the filing date of this prospectus.

 EMPLOYMENT
AGREEMENTS

 The
Company has signed an employment agreement with Mr. Boulette, who is the CEO and executive director.

 DIRECTOR
COMPENSATION

 The
Company issued 200,000 shares for services at the rate of $1.01 per share, based on the closing market price on November 16, 2023, to
directors in lieu of their services, Daryl Walser received 100,000 shares for services rendered to the Company as its Director, and Phil
Aspin received 100,000 shares for services rendered to the Company as its Director. The Company does not pay any Directors' compensation
as of the prospectus date. The Company intends to appoint independent directors by the end of the fourth quarter of fiscal 2023.

 ITEM
 12:

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

 As
of the date of this prospectus, we have calculated the percentages below based on 123,052,349 shares of our common stock issued and outstanding.

 Number of Shares

 Name and Address (1)

 Title of Class

 Beneficially Owned

 Percent of Outstanding Common Shares

 David Boulette (2)

 75,100,000

 61.03
 %

 Phil Aspin

 455,000

 0.45
 %

 Daryl Walser (3)

 345,000

 0.36
 %

 Terry R. Fields

 533,344

 0.43
 %

 Hottest Media LLC

 10,800,000

 8.78
 %

 Officer and Director as a group (4 persons)

 67,433,334

 62.28
 %

 (1)

 Addresses
 for all officers and directors are The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Accounts
Payable – Related Party

 Mr.
Boulette, CEO of the Company, occasionally provides funding for the Company's working capital. As of December 31, 2023, and December
31, 2022, the accounts payable – related party were $86,587 and $205,980.

 Media Traffic Purchase – Related Party

 Hottest Media LLC ("Hottest")
is authorized to act as Company's agent in purchasing
materials and services required to produce advertising on Company's behalf. For the fiscal year ending December 31, 2023, and 2022,
Hottest has been the sole entity to buy media for the Company. Consequently, Hottest has a significant influence on the Company by virtue
of its position and relationship, involvement, transactions, or contractual arrangements. During the fiscal year that ended December
31, 2023, and 2022, the Company spent $2,834,723 and $1,105,718 on buying media traffic.

 AdFlare
Acquisition

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

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 BF
Borgers CPA PC is our registered independent public registered accounting firm. There have not been any changes in or disagreements with
accountants on accounting and financial disclosure or any other matter. BFB has been conducting our quarterly reviews and annual audit
for the fiscal year ending on December 31, 2022.

 AUDIT
FEES

 For
the fiscal year ending December 31, 2023, and 2022, the Company paid $93,000 and $20,000, respectively, to BFB. The fees include auditing
our annual financial statements for 2023 and 2022 and reviewing Forms S-1, 10-Q, or services generally provided by the accountant concerning
statutory and regulatory filings for the fiscal year.

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

 Our
Board of Directors' policy is to pre-approve all our independent registered public accounting firm's services. For fiscal
2023, our Board of Directors pre-approved 100% of our independent registered public accounting firm's services. These services
include audit services. Our independent registered public accounting firm must periodically report to our Board of Directors regarding
the extent of services offered by our independent registered public accounting firm by this pre-approval policy. Our Board of Directors
may also delegate pre-approval authority to one or more members. Such member(s) must report any pre-approval to our Board of Directors
at the next meeting.

 AUDIT-RELATED
FEES

 We
incurred neither fees nor expenses for 2023 for professional services rendered by BFB for audit-related fees other than those disclosed
above under the caption "Audit Fees."

 TAX
FEES

 We
incurred neither fees nor expenses for 2023 and 2022 for professional services rendered by BFB for tax compliance, tax advice, or tax
planning other than the fees disclosed above under the caption "Audit Fees."

 OTHER
FEES

 We
incurred no other fees or expenses for 2023 and 2022 for any other products or professional services rendered by BFB other than as described
above.

 PART
IV

 ITEM
 15.

 FINANCIAL
 STATEMENT SCHEDULES.

 (a)
Financial Statements

 Pages

 Report of Independent Registered Public Accounting Firm (PCAOB: ID 5041)

 Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

 Consolidated Statements of Operations for the fiscal year ending December 31, 2023 and December 31, 2022

 Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2023 and December 31, 2022

 Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2023 and December 31, 2022

 Notes to the Consolidated Financial Statements

 ITEM
 16.

 EXHIBITS.

 Exhibit

 Item

 31.1

 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 SIGNATURES

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

 EVA
 LIVE INC.

 (Registrant)

 By:

 /s/
 David Boulette

 Name:

 David
 Boulette

 Title:

 President
 and CEO (principal executive officer

 By:

 /s/
 David Boulette

 Name:

 David
 Boulette

 Title:

 CFO
 (principal financial and accounting officer)

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

 Signature

 Title

 Date

 /s/
 David Boulette

 President,
 CEO and Director

 /s/
 David Boulette

 CFO,
 Secretary and Director

 Signature

 Title

 Date

 /s/
 Phil Aspen

 /s/
 Darly Walser

 EVA
LIVE INC.

 FINANCIAL
STATEMENTS

 As
of

 DECEMBER
31, 2023

 Together
with

 Report
of Independent Registered Public Accounting Firm

 F- 1

 EVA
LIVE INC.

to Consolidated Financial Statement

 Pages

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheet as of December 31, 2023 (Audited) and 2022 (Audited)

 Consolidated Statement of Operations for the fiscal year ended December 31, 2023 (Audited) and December 31, 2022

 Consolidated Statement of Stockholders' Deficit for the fiscal year ended December 31, 2023 (Audited) and 2022 (Audited)

 Consolidated Statement of Cash Flows for the fiscal year ended December 31, 2023 (Audited) and 2022 (Audited)

 Notes to the Consolidated Financial Statement

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Eva Live Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheet of Eva Live Inc. (the "Company") as of December 31, 2023, and 2022, the related
statement of operations, stockholders' equity (deficit), and cash flows for the period fiscal year ended December 31, 2023, and
2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022 and the results of
its operations and its cash flows for the fiscal year ended December 31, 2023, and 2022, in conformity with accounting principles generally
accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared to assume that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 We
believe that our audit provides a reasonable basis for our opinion.

 /S/
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2022.

 Lakewood,
CO

 F- 3

 EVA
LIVE, INC.

 CONSOLIDATED
BALANCE SHEETS

 Restated

 Assets:

 Current assets

 Cash

 $
 472,509

 $

 Accounts receivable, net of allowance for doubtful accounts of $ 624,898 and $ 156,307, respectively

 1,594,918

 209,442

 Other assets

 1,405

 Total current assets

 $
 2,067,696

 $
 249,353

 Goodwill

 Capitalized website development costs

 -

 193,497

 Total assets

 $
 4,078,302

 $
 2,453,456

 Liabilities and stockholders' equity (deficit):

 Accounts payable and accrued liabilities

 1,892,250

 1,535,707

 Deferred revenue

 150,000

 -

 Accounts payable related party

 86,587

 205,980

 Total current liabilities

 $
 2,128,837

 $
 1,741,687

 PPP loan

 -

 Total liabilities

 $
 2,128,837

 $
 1,782,519

 Commitments and Contingencies (Note 9)

 -

 -

 Stockholders' equity:

 Common stock, par value $ 0.0001, 300,000,000 shares authorized; 123,052,349 and 115,847,349 shares issued and outstanding, as of December 31, 2023, and December 31, 2022, respectively

 12,306

 11,585

 Additional paid-in capital

 26,113,250

 18,790,939

 Accumulated deficit

 ( 24,176,091
)

 ( 18,131,587
)

 Total stockholders' equity (deficit)

 $
 1,949,465

 $
 670,937

 Total liabilities and stockholders' deficit:

 $
 4,078,302

 $
 2,453,456

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

 F- 4

 EVA
LIVE, INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Restated

 Sales

 5,377,273

 Total Revenue

 $
 5,377,273

 $

 Operating expenses

 General and administrative

 8,393,556

 2,120,352

 Media traffic purchase, related party

 2,834,723

 1,105,718

 Amortization and depreciation

 193,498

 Total operating expenses

 $
 11,421,777

 $
 3,443,848

 Operating income (loss)

)

 ( 2,092,907
)

 Other income (expense):

 Impairment of Goodwill

 -

 Total other income (expense)

 $
 -

 $
)

 Income (loss) before provision for income taxes

 $
)

 $
)

 Provision (benefit) for income taxes

 -

 -

 Net income (loss)

 $
)

 $
)

 Net loss per common share, basic and diluted

 ( 0.05
)

 ( 0.03
)

 Weighted average number of common shares outstanding basic and diluted

 116,735,198

 115,340,358

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

 F- 5

 EVA
LIVE, INC.

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 No. of
 shares

 Value

 Additional
 paid-in
 capital

 Accumulated
 deficit

 Total
 stockholders' deficit

 Balance - December 31, 2021

 115,847,349

 $
 11,471

 $
 16,607,181

 $
 ( 14,538,680
)

 $
 2,079,972

 Balance - December 31, 2021

 Share Issuance for cash valued at $ 1.00 per share

 598,740

 -

 Shares Issuance for Adflare acquisition valued at $ 1.00

 500,000

 1,499,950

 -

 Shares Issuance for Adflare acquisition

 500,000

 1,499,950

 -

 Share issuance for services valued at $ 3.00 per share

 25,024

 75,069

 -

 75,072

 Shares issued in error

 9,999

 -

 -

 -

 -

)

)

 Balance - December 31, 2022

 115,847,349

 $
 11,585

 $
 18,790,939

 $
 ( 18,131,587
)

 $
 670,937

 Balance

 115,847,349

 $
 11,585

 $
 18,790,939

 $
 ( 18,131,587
)

 $
 670,937

 Share Issuance for services valued at $ 1.01 per share

 7,200,000

 7,271,280

 -

 7,272,000

 Share Issuance for services

 7,200,000

 7,271,280

 -

 7,272,000

 Shares issued for cash valued at $ 2.04

 5,000

 10,999

 -

 10,200

 Shares issued for cash

 5,000

 10,999

 -

 10,200

 PPP loan forgiveness

 -

 -

 -

 -

 -

 -

)

)

 Balance - December 31, 2023

 123,052,349

 $
 12,306

 $
 26,113,250

 $
 ( 24,176,091
)

 $
 1,949,465

 Balance

 123,052,349

 $
 12,306

 $
 26,113,250

 $
 ( 24,176,091
)

 $
 1,949,465

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

 F- 6

 EVA
LIVE, INC.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Restated

 Cash Flows from operating activities:

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation expense

 193,497

 -

 Common stock issued for services

 7,272,000

 85,072

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 1,385,476
)

 ( 78,135
)

 Other current assets

 1,136

 875,875

 Deferred revenue

 150,000

 -

 Accounts payable and accrued expenses

 356,543

 389,633

 Accounts payable - related party

 ( 119,393
)

 8,867

 Net Cash used in operating activities

 $
 423,803

 $
 ( 593,817
)

 Net Cash provided by financing activities:

 Common stock issued for cash

 10,200

 Net Cash Provided by financing activities

 $
 10,200

 $

 Net change in Cash and cash equivalents for the year

 434,003

 4,983

 Cash and cash equivalents at the beginning of the year

 33,523

 Cash and cash equivalents at the end of the year

 $
 472,509

 $

 Non - cash investing and financing activities:

 PPP loan forgiveness

 $

 $
 -

 Common stock issued for acquisitions

 -

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

 F- 7

 NOTE
1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

 NATURE
OF OPERATIONS

 Background

 Eva
Live Inc. (the "Company") was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit
Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc. (a Florida corporation), a public shell company
traded on the pink sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company's
domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The
Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February
11, 2014, the Company announced negotiations with Impact Future Media LLC, and their 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 industry.

 The
Company's year-end is December 31.

 Stock
Split

 On
September 9, 2021, the Company completed a reverse split in the amount of 1 for 150, Changed the Company's name to Eva Live Inc.,
Changed the Company's trading Symbol from MLWN to GOAI, and executed an Acquisition Agreement resulting in a change of control
of the Issuer.

 On
September 10, 2021, the Financial Industry Regulatory Authority ("FINRA") announced the effectiveness of a change in the
Company's name from "Malwin Ventures, Inc." to "Eva Live, Inc." (the "Name Change") and a change
in the Company's ticker symbol from "MLWN" to the new trading symbol "GOAI" (the "Symbol Change").
Trading under the new ticker symbol began at market opening on July 11, 2021. The current shareholders do not require action from current
shareholders concerning the change in the trading symbol. The Company's CUSIP also changes to 98892100.

 Recent
Significant Transaction – EvaMedia Corp. Acquisition

 As
of September 28, 2021, Eva Live Inc. had limited operations, revenues, and a net financial liability of $ 55,909. The Company has previously
specialized in designing and developing software for the gaming sector. The Company underwent several name changes: first to Logo Industries
Corporation on February 14, 2006, and then to Malwin Ventures Inc. on November 18, 2008. On February 11, 2014, Eva Live entered negotiations
with Impact Future Media LLC. Subsequently, their President/Founder, Francois Garcia, secured ownership of 100 % of Impact Future Media
LLC, including all its media and entertainment assets. The Company finalized the acquisition on March 25, 2014. From that point until
September 28, 2021, the Company operated within the spheres of entertainment, publishing, and interactivity with limited operations.

 F- 8

 On
September 28, 2021 (the 'Acquisition Date'), the Company merged ('Acquisition') into EvaMedia Corp. ('EvaMedia).
Upon completion of the Acquisition, the Company acquired all issued and outstanding shares of capital stock of EvaMedia. 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 issued and outstanding shares of the Company on a fully diluted basis. Following the Acquisition, David Boulette of EvaMedia became
the company's CEO, director, and controlling shareholder. He appointed two additional board members from EvaMedia, Phil Aspin and
Darly Walser. Terry Fields continued as the board member of the Company after the merger.

 We
have accounted the Acquisition as a reverse acquisition under the acquisition method of accounting per ASC 805, with EvaMedia treated
as the accounting acquirer and the Company treated as the "acquired" company for financial reporting purposes. We determine
EvaMedia an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority
of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors
of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such,
we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia's
relative size measured in assets and revenues is significantly larger than that of the Company.

 The
following management and Board of Directors support the above conclusion:

 David Boulette, CEO and Director has held the position since September 2021 post-acquisition.

 Phil
Aspin, Director, has held the position since September 2021 post-acquisition.

 Daryl
Walser, Director, has held the position since September 2021 post-acquisition.

 Terry
Fields, Director, has held the position since January 2009 post-acquisition.

 We
have deemed EvaMedia to be the acquiring company for accounting purposes, and the transaction was accounted for as a reverse acquisition
following accounting principles generally accepted in the United States ("US GAAP"). Before the Acquisition, the Company
changed its name from Malwin Ventures, Inc. to Eva Live, Inc. As used in these condensed consolidated financial statements, unless otherwise
indicated, all references herein to "Eva Live," the "Company," "we," or "us" refer to
Eva Live, Inc. 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.

 Accounting
Changes and Error Corrections (Change in Reporting Entity)

 Following
the guidance provided by ASC 205-10-50, we are disclosing a change in the entities included in our combined financial statements. In
our previously issued combined financial statements, we reported Eva Live as both the accounting and legal acquirer. Upon further review
and consideration of the specific facts and circumstances surrounding the combination described in Recent Significant Transaction –
EvaMedia Corp. Acquisition, we have determined that EvaMedia should be recognized as the accounting acquirer, while Eva Live remains
the legal acquirer.

 As
a result of this reassessment:

 The
historical financial statements of EvaMedia are now treated as the historical financial statements of the combined company. Any comparative
financial information presented has been restated to reflect EvaMedia as the accounting acquirer. The assets acquired and liabilities
assumed by Eva Live have been recognized at their respective fair values as of the acquisition date. This change in reporting entity
has been made to reflect the economic realities of the combination better and to provide financial statement users with more relevant
and accurate information. The effects of this change on our financial statements are detailed in the accompanying notes; see "Note
2. Restatement" and where applicable.

 We
believe that the revised presentation provides a more appropriate representation of the combined company's financial position,
results of operations, and cash flows. We have also implemented internal controls and procedures to ensure the accuracy of our financial
reporting in light of this change.

 Therefore,
the financial statements and the related auditor's report for S-1 and S-1/A (No. 1) filed with the SEC on July 7, 2023, and August
11, 2023, respectively, can no longer be relied upon.

 F- 9

 NOTE
1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

 We
consider the Acquisition a reverse acquisition; therefore, the purchase consideration is the Company's fair value as of September
28, 2021. The number of shares issued and outstanding for the Company just before the Acquisition Date was 977,348, with a market price
of $ 2.000 quoted on the OTC Bulletin Board under the trading symbol GOAI. We estimated the purchase price and the book value or net financial
liability of the Company to be $ 1,954,697 and $ 55,909. As a result, we recorded Goodwill as the difference between the purchase price
and book value, $ 2,010,606. The Company carried out the Goodwill Impairment Analysis as of December 31, 2023, where the carrying value
of the Goodwill as of December 31, 2023, is $ 2,010,606. The fair market value of the implied Goodwill is approximately $ 37,772,765, which
is higher than the carrying value, and thus, the Company did not record any impairment as of December 31, 2023.

 The
table below represents EvaMedia's Goodwill recorded based on management's preliminary assessment of the Acquisition Date
fair value of the assets acquired and liabilities assumed:

 The
Company's Balance Sheet as of September 28, 2021:

 SCHEDULE OF BALANCE SHEET

 Description

 Book Value, $

 Cash

 $

 Accounts payable

 50,000

 Due to related party

 6,841

 Net assets (A)

 $
 ( 55,909
)

 Company share (B)

 977,348

 Share price (C)

 $
 2.00

 Consideration or purchase price (D) = (B) X (C)

 1,954,697

 Goodwill (D) – (A)

 $

 We
have determined the method of accounting for the reverse acquisition guidance in Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 805 Business Combinations ("ASC 805"),

 We
prepared the consolidated financial statements for the fiscal year ending December 31, 2021, following a reverse acquisition under Eva
Live Inc. (accounting acquiree), but as a continuation of the financial statements of EvaMedia (accounting acquirer). We have made one
adjustment: retroactively adjusting EvaMedia's legal capital to reflect the legal capital of the Company. We calculated the adjustment
based on the share exchange ratio of one new share of Company common stock for every share of EvaMedia capital stock previously issued
and outstanding. Comparative information preserved in these consolidated financial statements is also retroactively adjusted to reflect
the legal capital of the Company. The legal capital on December 31, 2022, reflects the legal capital of the Company after the Acquisition
date and therefore requires no adjustment.

 AdFlare
Acquisition

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

 AdFlare,
a wholly-owned subsidiary of the Company, is a leader in the specialized field of "Header Bidding," with a deep contextual
understanding of an array of ad technologies spanning search, display, and video across mobile and desktop, providing solutions to help
all publishers drive revenue. Header bidding, also known as advance or pre-bidding, is a technology wherein publishers simultaneously
offer their inventory to multiple ad exchanges, advertisers, and agencies. The idea is that by letting various buyers bid on the same
inventory at the same time, in real-time, there's more competition driving up the auction pressure and a chance to serve each impression
at a higher Cost Per Mille rate ("CPM rate"), meaning capturing additional revenue. AdFlare has a track record of delivering
over 1 billion ad impressions a month and increasing Google AdX over Google AdSense CPM by over 30%, with an average fill rate of 99.9%
in the US market.

 The
table below represents the Goodwill recorded based on management's preliminary assessment of the Acquisition Date fair value of
the assets acquired and liabilities assumed:

 SCHEDULE OF FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED

 Description

 Book Value, $

 Consideration or purchase price

 Total net assets of AdFlare

 -

 Goodwill recorded

 $

 Consolidation
of EvaMedia income statement from the Acquisition Date to December 31, 2022:

 SCHEDULE OF INCOME STATEMENT FROM THE ACQUISITION

 Description

 Value, $

 Sales

 -

 Operating expenses

 Professional fees

 -

 General and administrative

 -

 Media traffic purchase

 -

 Operating expenses

 -

 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 a 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 currently has four directors. The one non-executive director is Terry Fields. The three executive directors are
David Boulette, Phil Aspin, and Daryl Walser.

 F- 10

 NOTE
1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

 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, which are 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, 2023, we had nineteen (19) customers, primarily
from North America, compared to seven (7) customers for the fiscal year ending December 31, 2022. The top three customers represent 73% and 92% of revenue for the fiscal year ending December 31, 2023, and 2022. 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 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 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 too large and complex data 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.

 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 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.

 Rounding
Error

 Due
to rounding, numbers presented in the financial statements for the period ending December 31, 2023, and 2022, and throughout the report,
may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.

 The
COVID-19 Pandemic

 In
March 2020, the World Health Organization declared a novel coronavirus (COVID-19) outbreak a pandemic throughout the United States. China
started as the center of the COVID-19 epidemic but spread to several other countries. Many countries worldwide, including the United
States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses,
severe restrictions on travel and the movement of people, and other material limitations on our business. These measures have resulted
in work stoppages, absenteeism in the Company's labor workforce, and other disruptions. The extent to which the coronavirus impacts
our operations will depend on future developments. These developments are highly uncertain. We cannot predict them with confidence, including
the duration and severity of the outbreak and the actions required to contain the coronavirus or treat its impact. In particular, the
spread of the coronavirus globally could adversely impact our operations and workforce, including our marketing and sales activities
and ability to raise additional capital, which could harm our business, financial condition, and operation results.

 Russia
– Ukraine Conflict

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

 F- 11

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Restatement

 Following
the reverse acquisition guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
Topic 805 Business Combinations ("ASC 805"), the consolidated financial statements for the year ended December 31, 2021,
of the Company (the accounting acquiree) are a continuation of the financial statements of EvaMedia (the accounting acquirer), adjusted
to retroactively change EvaMedia's legal capital to reflect the legal capital of the Company. We calculated the adjustment based
on the share exchange ratio of one new share of Company common stock for every share of EvaMedia capital stock previously issued and
outstanding. Comparative information preserved in these consolidated financial statements is also retroactively adjusted to reflect the
legal capital of the Company. The legal capital on December 31, 2022, reflects the legal capital of the Company after the Acquisition
date and therefore requires no adjustment.

 The
information in the following table shows the effect of the restatement on each affected financial statement line item:

 SCHEDULE
OF RESTATEMENT AFFECTED FINANCIAL STATEMENT

 December 31,

 December 31,

 Reported 2022

 Restated 2022

 Reported 2021

 Restated 2021

 COMBINED AND CONSOLIDATED BALANCE SHEETS

 ASSETS:

 Current assets:

 Cash

 $

 $

 $
 -

 $
 34,455

 $
 33,523

 $
 ( 932
)

 Accounts receivable, net of allowance for doubtful accounts of $ 156,307 and $ 624,898, respectively

 209,443

 209,442

 ( 1
)

 131,307

 131,307

 -

 Other assets

 1,405

 1,405

 -

 1,405

 877,280

 875,875

 Total current assets

 $
 249,354

 $
 249,353

 $
 ( 1
)

 $
 167,167

 $
 1,042,110

 $
 874,943

 Goodwill

 74,945,552

 ( 72,934,946
)

 74,945,552

 ( 72,934,946
)

 Capitalized website development costs & (Other intangibles)

 182,576

 193,497

 10,921

 400,353

 411,275

 10,922

 Total assets

 $
 75,377,482

 $
 2,453,456

 $
 ( 72,924,026
)

 $
 75,513,072

 $
 3,463,991

 $
 ( 72,049,081
)

 LIABILITIES AND STOCKHOLDERS' DEFICIT:

 Accounts payable and accrued liabilities

 1,535,707

 1,535,707

 -

 1,146,074

 1,146,074

 -

 Accounts payable related party

 212,871

 205,980

)

 204,004

 197,113

)

 Total current liabilities

 $
 1,748,578

 $
 1,741,687

 $
)

 $
 1,350,078

 $
 1,343,187

 $
)

 PPP loan

 -

 -

 Total liabilities

 $
 1,789,410

 $
 1,782,519

 $
)

 $
 1,390,910

 $
 1,384,019

 $
)

 Commitments and Contingencies (Note 9)

 -

 -

 -

 -

 -

 -

 Stockholders' Deficit:

 Common stock

 11,584

 11,585

 11,471

 11,471

 -

 Common stock-payable

 -

 -

 -

 666,000

 -

 ( 666,000
)

 Additional paid-in capital

 231,080,433

 18,790,939

 ( 212,289,494
)

 228,230,675

 16,607,181

 ( 211,623,494
)

 Accumulated deficit

 ( 157,503,945
)

 ( 18,131,587
)

 139,372,358

 ( 154,785,984
)

 ( 14,538,680
)

 140,247,304

 Total stockholders' equity (deficit)

 $
 73,588,072

 $
 670,937

 $
 ( 72,917,135
)

 $
 74,122,162

 $
 2,079,972

 $
 ( 72,042,190
)

 Total liabilities and stockholders' deficit

 $
 75,377,482

 $
 2,453,456

 $
 ( 72,924,026
)

 $
 75,513,072

 $
 3,463,991

 $
 ( 72,049,081
)

 F- 12

 Year ended December 31,

 Year ended December 31,

 Reported 2022

 Restated 2022

 Reported 2021

 Restated 2021

 COMBINED AND CONSOLIDATED STATEMENTS OF INCOME

 Revenue

 Sales-customers

 -

 498,531

 2,458,273

 1,959,742

 Total Revenue

 $

 $

 $
 -

 $
 498,531

 $
 2,458,273

 $
 1,959,742

 Operating expenses

 General and administrative

 1,245,407

 2,120,352

 874,945

 8,459,318

 10,103,613

 1,644,295

 Media traffic purchase

 1,105,718

 1,105,718

 -

 431,000

 1,835,088

 1,404,088

 Amortization and depreciation

 217,777

 72,593

 145,185

 Total operating expenses

 $
 2,568,902

 $
 3,443,848

 $
 874,946

 $
 8,962,911

 $
 12,156,479

 $
 3,193,568

 Operating income (loss)

 $
 ( 1,217,961
)

 $
 ( 2,092,907
)

 $
 ( 874,946
)

 $
 ( 8,464,380
)

 $
 ( 9,698,206
)

 $
 ( 1,233,826
)

 Other income (expense):

 Loss on settlement liabilities

 -

 -

 -

 ( 413,080
)

 -

 413,080

 Gain on debt conversion-related party

 -

 -

 -

 65,000

 -

 ( 65,000
)

 Loss on write-off of property and equipment

 -

 -

 -

 ( 5,458
)

 -

 5,458

 Loss on write-off of movie distribution rights

 -

 -

 -

 ( 33,032
)

 -

 33,032

 Interest expense

 -

 -

 -

 ( 35,510
)

 ( 2,508
)

 33,002

 Marketable securities gain (loss)

 -

 -

 -

 -

 ( 79,250
)

 ( 79,250
)

 Impairment of Goodwill

)

)

 -

 ( 144,098,143
)

 -

 144,098,143

 Total other income (expense)

 $
)

 $
)

 $
 -

 $
 ( 144,520,223
)

 $
 ( 81,758
)

 $
 144,438,465

 Income (loss) before provision for income taxes

 $
 ( 2,717,961
)

 $
)

 $
 ( 874,946
)

 $
 ( 152,984,603
)

 $
 ( 9,779,964
)

 $
 143,204,639

 Provision (benefit) for income taxes

 -

 -

 -

 -

 -

 -

 Net income (loss)

 $
 ( 2,717,961
)

 $
)

 $
 ( 874,946
)

 $
 ( 152,984,603
)

 $
 ( 9,779,964
)

 $
 143,204,639

 Net loss per common share, basic and diluted

 $
 ( 0.02
)

 $
 ( 0.03
)

 $
 ( 0.01
)

 $
 ( 5.24
)

 $
 ( 0.33
)

 $
 4.90

 Weighted average number of common shares outstanding basic and diluted

 115,340,358

 115,340,358

 -

 29,197,192

 29,197,192

 -

 F- 13

 Year ended December 31,

 Year ended December 31,

 Reported 2022

 Restated 2022

 Reported 2021

 Restated 2021

 COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

 Cash Flows from operating activities:

 $
 ( 2,717,961
)

 $
)

 $
 ( 874,946
)

 $
 ( 152,984,603
)

 $
 ( 9,779,964
)

 $
 143,204,639

 Adjustments to reconcile net loss to net cash used in operating activities:

 -

 -

 Depreciation expense

 217,777

 72,593

 145,185

 -

 144,098,143

 -

 ( 144,098,143
)

 Debt conversion-related party

 -

 -

 -

 ( 65,000
)

 -

 65,000

 Stock payable canceled

 ( 666,000
)

 -

 666,000

 -

 -

 -

 Common stock issued for services

 85,071

 85,072

 6,279,990

 9,464,990

 3,185,000

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 78,136
)

 ( 78,135
)

 ( 131,307
)

 ( 85,446
)

 45,861

 Other current assets

 -

 875,875

 875,875

 ( 1,405
)

 ( 875,875
)

 ( 874,470
)

 Loss of assets-write off

 -

 -

 -

 38,490

 -

 ( 38,490
)

 Accounts payable and accrued expenses

 389,633

 389,633

 -

 1,131,594

 206,365

 ( 925,229
)

 Accounts payable - related party

 8,867

 8,867

 -

 84,004

 167,578

 83,574

 Marketable securities, net

 -

 -

 -

 -

 110,000

 110,000

 Deferred revenue

 -

 -

 -

 -

 ( 33,304
)

 ( 33,304
)

 Net Cash Used in Operating Activities

 $
 ( 1,260,749
)

 $
 ( 593,817
)

 $
 666,932

 $
 ( 1,477,501
)

 $
 ( 607,878
)

 $
 869,623

 Cash flow from investing activities:

 Acquired goodwill

)

 -

 ( 219,043,695
)

 -

 219,043,695

 Capitalized website development

 -

 -

 -

 ( 472,946
)

 -

 472,946

 Net Cash Provided by Investing Activities

 $
)

 $
 -

 $

 $
 ( 219,516,641
)

 $
 -

 $
 219,516,641

 Cash flow from financing activities:

 Common stock issued for the acquisition of EvaMedia

 -

 -

 -

 220,384,354

 -

 ( 220,384,354
)

 Common stock issued for debt settlement

 -

 -

 -

 1,066,668

 756,000

 ( 310,668
)

 Common stock issued for AdFlare acquisition

 -

)

 -

 -

 -

 Common stock issued for cash

 -

 34,000

 34,000

 -

 Advances from related parties

 -

 -

 -

 ( 1,740
)

 -

 1,740

 Capital adjustment from stock payable cancelation

 666,000

 -

 ( 666,000
)

 -

 -

 -

 Notes payable - related party

 -

 -

 -

 ( 426,589
)

 ( 160,100
)

 266,489

 Proceeds from PPP loan

 -

 -

 -

 -

 ( 40,832
)

 Accrued interest

 -

 -

 -

 ( 77,010
)

 ( 10,765
)

 66,245

 Net Cash Provided by financing activities

 $
 2,764,800

 $

 $
 ( 2,166,000
)

 $
 221,020,515

 $
 619,135

 $
 ( 220,401,380
)

 Net change in Cash and cash equivalents for the year

 4,051

 4,983

 26,373

 11,257

 ( 15,116
)

 Cash and cash equivalents at the beginning of the year

 34,455

 33,523

 ( 932
)

 8,081

 22,266

 14,185

 Cash and cash equivalents at the end of the year

 $

 $

 $
 -

 $
 34,455

 $
 33,523

 $
 ( 932
)

 Non - cash investing and financing activities:

 Common stock issued for Acquisition

 -

 -

 1,960,606

 1,960,606

 F- 14

 Basis
of Presentation and Principles of Consolidation

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

 Financial
Statement Preparation and Use of Estimates

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

 Cash
and Cash Equivalents

 Cash
and cash equivalents include Cash on hand, deposits at banking institutions, and all highly liquid short-term investments with original
maturities of 90 days or less. The Company had a cash balance of $ 472,509 and $ 38,506 as of December 31, 2023, and 2022.

 Accounts
Receivable

 Accounts
Receivable primarily represents the amount due from four (4) customers. In some cases, the customer receivables are due immediately on
demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice's
date. The Company bases the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company
regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances' age, and
economic conditions that may affect a customer's ability to pay and expected default frequency rates. Trade receivables are written
off at the point when they are considered uncollectible.

 On
December 31, 2023, and 2022, management determined that the allowance for doubtful accounts was $ 624,898
and $ 156,307,
respectively. The fiscal year's bad debt expense ended December 31, 2023, and 2022 was $ 468,591
and $ 156,307,
respectively.

 Office
Lease

 Effective
May 21, 2020, the Company's new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 ("California
Lease"). The Company has signed the California Lease on a month-to-month basis, entitled the Company to use the office and conference
space on a needs-only basis. The new lease payment is $ 229 per month, included in the General and Administrative expenses. For the fiscal
year ended December 31, 2023, and 2022, the office's rent payment was $ 2,748 and $ 2,748, included in the General and administrative

 F- 15

 NOTE

 Our
typical customers are advertising agencies classified under SIC7319 and businesses in various industries seeking to market their
products and services using our platform, including media companies, financial institutions, and other retail entities. Our
customers advertise with the media but perform no creative services (media buying services such as online traffic from Eva Live). We
also deal with businesses (as described under NAICS 541810) organized to provide a full range of services (i.e., through in-house
capabilities or subcontracting), including advice, creative services, account management, production of advertising material, media
planning, and buying (i.e., placing advertising).

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

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

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

 Identify
 the contract(s) and subsequent amendments with the customer.

 Identify
 all the performance obligations in the contract and subsequent amendments.

 Determine
 the transaction price for completing performance obligations.

 Allocate
 the transaction price to the performance obligations in the contract.

 Recognize
 the revenue when, or as, the Company satisfies a performance obligation.

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

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

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

 F- 16

 Revenue
Recognition Policy

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

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

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

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

 Revenue
Recognition

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

 Identification
 of a legally binding contract with a customer and contract approval by all parties;

 Identification
 of the performance obligations and rights regarding the goods or services in the contract;

 Determination
 of the transaction price and payment terms;

 Allocation
 of the transaction price to the performance obligations in the contract;

 Recognition
 of revenue when or as the performance obligations are satisfied; and

 Collectability
 of substantially all of the considerations is probable.

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

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

 GAAP
 Consideration

 Principal-Based

 Agency-Based

 Is
 another party responsible for fulfilling the contract?

 No

 Yes

 Who
 owns the advertising inventory?

 Company

 Media
 Seller/Client

 Who
 has the discretion in establishing prices for the other advertising inventory?

 The
 Company, as it owns advertising inventory and other branding collateral to resell it to the Client.

 Media
 Seller

 The
 Company's consideration is in the form of a commission.

 No

 Yes

 Is
 the Company exposed to credit risk for the amount receivable/Ad Spend from the Client customer in exchange for the other party's
 goods or services?

 Yes,
 the Company carries the risk for the amount equal to the Ad Spend and is responsible for paying the media seller.

 No,
 the Client pays the media seller directly, or the Client pays the Company, which pays the media seller. All fully disclosed.

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

 a)

 Campaign
 Revenues: Revenues derived from the principal-based model.

 b)

 Subscription
 Revenues: Revenues sourced from the agency-based model.

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

 F- 17

 NOTE

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

 Performance

 Obligation

 Types
 of Deliverables

 When
 Performance Obligation is Typically Satisfied

 Insertion
 Order for Online Advertising

 The
 Company sets up the advertising campaign on Eva's demand-side Platform. It specifies types of ads (banner, search, video, etc.),
 place of the campaign (Website, mobile, or ad networks), and target of the ads (demographics, interests, etc.).

 The
 Company recognizes the consulting revenues when the customer receives services over the length of the contract. If the customer pays
 the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

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

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

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

 Concentrations
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash. The Company places its
Cash with a major banking institution. The Company did no t have cash balances over the Federal Deposit Insurance Corporation limit on
December 31, 2023.

 F- 18

 NOTE

 Legal
Proceedings

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

 Impairment
of Long-Lived Assets

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

 On
July 13, 2022, the Company entered into a Share Exchange Agreement ("AdFlare SEA") with AdFlare Limited, a company duly formed
under the laws of Ireland (Reg. Number: 714192) ("AdFlare"), and the shareholders of AdFlare, Phil Aspin, an individual and
Stephen Adds, an individual (collectively, the "Shareholders") whereby the Company acquired One Hundred (100%) percent of
the issued and outstanding shares of AdFlare in exchange for 500,000 shares of the Company's restricted common stock valued at
$ 1,500,000. The Company carried out the Goodwill Impairment Analysis as of December 31, 2022, where the carrying value of the Goodwill
as of December 31, 2022, is $ 1,500,000. The fair market value of the implied Goodwill is approximately $ 0, which is less than the carrying
value, and thus, the impairment as of December 31, 2022, is $ 1,500,000.

 On
September 28, 2021 (the 'Acquisition Date'), the Company merged ('Acquisition') into EvaMedia Corp. ('EvaMedia).
Upon completing the Acquisition, the Company acquired all issued and outstanding shares of EvaMedia's capital stock. We consider
the Acquisition a reverse acquisition; therefore, the purchase consideration is the Company's fair value as of September 28, 2021.
The number of shares issued and outstanding for the Company just before the Acquisition Date was 977,348, with a market price of $ 2.000
quoted on the OTC Bulletin Board under the trading symbol GOAI. We estimated the purchase price and the book value or net financial liability
of the Company to be $ 1,954,697 and $ 55,909. As a result, we recorded Goodwill as the difference between the purchase price and book
value, $ 2,010,606. The Company carried out the Goodwill Impairment Analysis as of December 31, 2023, where the carrying value of the
Goodwill as of December 31, 2023, is $ 2,010,606. The fair market value of the implied Goodwill is approximately $ 37,772,765, which is
higher than the carrying value, and thus, the Company did not record any impairment as of December 31, 2023.

 Provision
for Income Taxes

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

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

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

 F- 19

 NOTE

 Website
and Software Development Costs

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

 a)

 The
 customer has the contractual right to take possession of the software at any time during the hosting period without incurring a significant
 penalty.

 b)

 It
 is feasible for the customer to either operate the software on its hardware or contract with another party (unrelated to the vendor)
 to host the software.

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

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

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

 third-party
 costs related to acquiring domains and developing applications,

 as
 well as costs incurred to develop or acquire and customize code for web applications,

 costs
 to develop HTML web pages or develop templates and

 costs
 to create original graphics for the Website that included the design or layout of each page.

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

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

 F- 20

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

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

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

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

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

 Under
ASC 985-20 guidance, the Company had expensed the costs incurred to establish the technological feasibility of the Eva Platform as research
and development (R&D) when incurred during November 2020. The R&D expense is estimated to be $ 47,500. The Company has calculated
hourly at $ 75 per hour, based on the average software developer making $ 98,000 (75th percentile, Exhibit II) to $ 216,000 (David Boulette's
salary). For each task conducted in the techno-economic feasibility, the Company calculated that David Boulette performed the work of
two software developers.

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

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

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

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

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

 F- 21

 Share-based
compensation to employees and non-employees

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

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

 Fair
Value

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

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

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

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

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

 Level
 I

 Level

 Level

 Level
 1 is a quoted price for an identical item in an active market on the measurement date. This is the most reliable evidence of fair
 value and is used whenever this information is available.

 Level
 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for
 a business unit based on comparable entities' sales.

 Level
 3 is an unobservable input. It may include the Company's data, adjusted for other reasonably available information. Examples
 of a Level 3 input are an internally generated financial forecast.

 Basic
and Diluted Income (Loss) per Share

 The
Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share ("EPS") calculations
are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings
per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share
equivalents outstanding. As of December 31, 2023, and 2022, the Company had 123,052,349 and 115,847,349 basic and dilutive shares issued
and outstanding, respectively. Common stock equivalents were anti-dilutive during the fiscal year ending December 31, 2023, and 2022
due to a net loss of $ 6,044,504 and $ 3,592,907, respectively. Common equivalent shares are excluded from the computation since their
effect is anti-dilutive.

 F- 22

 NOTE

 Recent
Accounting Pronouncements

 In
May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition
requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue
recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects
the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced
disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers' contracts. In August
2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the
effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts
not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606,
while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further
discussion on the Company's accounting policies for revenue sources within the scope of ASC 606.

 In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing
lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to
this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is
permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified
retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting.

 In
August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements
for Fair Value Measurement." The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes
in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value
measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements
in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal
years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted.

 The
Company adopted the ASU 2018-13 as of January 1, 2020. The Company used the Level 1 Fair Market Measurement to conduct a goodwill impairment
analysis, resulting in a goodwill impairment of $ 144,098,143 on the acquisition of EvaMedia on December 31, 2021. The Company conducted
goodwill impairment analysis of AdFlare acquisition, resulting in a goodwill impairment of $ 1,500,000 on December 31, 2022. We evaluate
goodwill and acquire intangible assets for impairment at least annually to confirm if the carrying amount of acquired intangible assets
exceeds their fair value. The acquired intangible assets primarily consist of assets under management, wealth management license, and
our technology. We use various qualitative or quantitative methods for these impairment tests to estimate the fair value of our acquired
intangible assets. We will recognize an impairment charge for the difference if the fair value is less than its carrying value.

 ASU
2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity",
issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to
present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40,
Derivatives and Hedging: Contracts in Entity's Own Equity, by removing certain criteria that must be satisfied to classify a contract
as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities.
Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible
instruments and rescinding an entity's ability to rebut the presumption of share settlement for instruments that may be settled
in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early
adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning
of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements.

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

 F- 23

 NOTE
3 – GOING CONCERN

 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 has started generating revenues and growing
its operations with limited capital. As a result, there is substantial doubt about the Company's ability to continue as a going
concern for the next twelve months after issuing these consolidated financial statements. The continuation of the Company as a going
concern depends on financial support from its stockholders and its ability to obtain necessary equity financing to continue operations.
For these reasons, our auditors have included an explanatory paragraph in their report on our audited financial statements regarding
factors that raise substantial doubt that we will continue as a going concern.

 The
accumulated deficit on December 31, 2023, and 2022 was $ 24,176,091 and $ 18,131,587, respectively.

 During
the fiscal year ended December 31, 2023, and 2022, the Company incurred a net loss of $ 6,044,504 and $ 3,592,907. The working capital deficit as of December 31, 2023, and 2022 were $ 61,141 and $ 1,492,334.

 Since
its inception, the Company has sustained recurring losses and negative cash flows from operations. As of December 31, 2023, the Company
had $ 472,509 cash on hand. The Company believes that future cash flows may not be sufficient to meet its debt obligations as they become
due in the ordinary course of business for the foreseeable future. The Company continues to experience negative cash flows from operations
and the ongoing requirement for substantial additional capital investment to develop its Eva Platform. The Company must raise additional
capital to accomplish its growth plan over twelve to twenty-four months. The Company expects to obtain additional funding through private
equity or public markets. However, there can be no assurance about the availability or terms such as financing and capital might be available.

 The
Company's ability to continue as a going concern may depend on the success of management's plans. The consolidated financial
statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and liabilities
that might be necessary should the Company not continue as a going concern.

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

 The
Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash
flow positive, and raise funds through private placement offerings and debt financing. As the Company increases its customer base globally
and accepts its Eva Platform, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2023.

 F- 24

 NOTE
4 – CAPITALIZED WEBSITE AND SOFTWARE DEVELOPMENT COSTS

 During
the fiscal year ended December 31, 2023, and 2022, the estimated remaining weighted-average useful life of the Company's capitalized
software was three ( 3) years. The Company recognizes amortization expenses for capitalized software on a straight-line basis.

 At
December 31, 2023, the gross capitalized software asset and the accumulated software amortization expenses were $ 778,783 and $ 778,783,
respectively. As a result, the unamortized balance of capitalized software on December 31, 2023, was $ 0.

 At
December 31, 2022, the gross capitalized software asset and the accumulated software amortization expenses were $ 778,783 and $ 585,286,
respectively. As a result, the unamortized balance of capitalized software on December 31, 2022, was $ 193,497.

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

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

 NOTE
5– COMMITMENTS AND CONTINGENCIES

 Office
Facility and Other Operating Leases

 As
of September 28, 2021, the Company's new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 ("California
Lease"). The Company has signed the California Lease on a month-to-month basis, entitled the Company to use the office and conference
space on a needs-only basis. The new lease payment is $ 229 per month, included in the General and Administrative expenses. For the fiscal
year ended December 31, 2023, and 2022, the office's rent payment was $ 2,748 and $ 2,748, included in the General and administrative

 Employment
Agreement

 The
Company has entered into a formalized employment agreement with its Chief Executive Officer ("CEO") – David Boulette.
The CEO's annual salary is $ 216,000 per annum. The Company accrues compensation payable to the CEO in Accounts Payable and accrued

 Pending
Litigation

 Management
is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting the assets
or affiliate of the Company.

 F- 25

 NOTE
6 – PPP LOAN PAYABLE

 On
April 24, 2020, the Company received proceeds of Forty-Thousand Eight Hundred and Thirty-Two ($ 40,832) from the Promissory Note ("PPP
Note") under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act").
The funding of the PPP Note is conditioned upon approval of the Company's application by the Small Business Administration (SBA)
and JPMorgan Chase Bank ("Bank"), receiving confirmation from the SBA that the Bank may proceed with the PPP Note. Suppose
the SBA does not confirm forgiveness of the PPP Note, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply
for PPP Note forgiveness. In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining due under
the PPP Note, including principal and interest (the "PPP Note Balance"). In such a case, the Bank will establish the terms
for repayment of the PPP Note Balance in a separate letter to the Company. The letter will set forth the PPP Note Balance, the amount
of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP Note, and the
maturity date of two ( 2) years from the funding date of the PPP Note. No principal or interest payments will be due before the end of
the Deferment Period, which is nine months from April 24, 2020. As of December 31, 2022, $ 40,832 remains outstanding. The US Government
forgave the PPP Note. There is zero balance outstanding as of December 31, 2023.

 NOTE
7 – STOCKHOLDERS' EQUITY

 The
Company's authorized capital consists of 300,000,000 shares of common stock with a par value of $ 0.0001 per share, of which 123,052,349
are issued and outstanding as of December 31, 2023.

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

 2023
Recent Sales of Unregistered Securities

 In
November 2023, the Company issued 7,000,000 shares for services at the rate of $ 1.01 per share, based on the closing market price on
November 16, 2023: to officers in lieu of services, David Boulette received 7,000,000 shares for employee services rendered to the Company.

 In
November 2023, the Company issued 200,000 shares for services at the rate of $ 1.01 per share, based on the closing market price on November
16, 2023: to directors in lieu of their services, Daryl Walser received 100,000 shares for services rendered to the Company as its Director;
and Phil Aspin received 100,000 shares for services rendered to the Company as its Director.

 In
December 2023, the Company issued 5,000 units for net proceeds of $ 10,000. The unit consists of one common and one Warrant with an exercise
price of $ 2.00 and a term of one year.

 2022
Recent Sales of Unregistered Securities

 In
February 2022, the Company issued 280,000 units for net proceeds of $ 280,000. The unit consists of one common and one Warrant with an
exercise price of $ 2.00 and a term of one year.

 In
June 2022, the Company issued 160,000 units for net proceeds of $ 160,000. The unit consists of one common and one Warrant with an exercise
price of $ 2.00 and a term of one year.

 In
July 2022, the Company issued 90,000 units for net proceeds of $ 90,000. The unit consists of one common and one Warrant with an exercise
price of $ 2.00 and a term of one year.

 In
July 2022, the Company issued 22,8000 shares to consultants for services valued at $ 68,400.

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

 In
August 2022, the Company issued 78,800 units for net proceeds of $ 78,800. The unit consists of one common and one Warrant with an exercise
price of $ 2.00 and a term of one year.

 In
August 2022, the Company issued 2,224 shares to consultants for services valued at $ 6,672.

 2021
Recent Sales of Unregistered Securities

 In
September 2021, the Company settled all outstanding debt with former CEO Terry Fields. The Company issued 533,334 shares valued at $ 1,066,668.

 On
September 3, 2021, the Company issued 10,000 shares to a consultant valued at $ 29,990.

 From
October to November 2021, the Company issued 3,510,000 shares to a consultant for services valued at $ 6,250,000.

 On
September 28, 2021 (the 'Acquisition Date'), the Company merged into EvaMedia Corp. ('EvaMedia) by issuing 110,192,177
of its common stock.

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

 F- 26

 NOTE
8 – INCOME TAXES

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

 The
income tax provision is summarized as follows:

 SCHEDULE
OF INCOME TAX PROVISION RATE

 2023

 2022

 Federal corporate income tax rate

 %

 %

 State corporate income tax rate

 %

 %

 Total corporate income tax rate

 %

 %

 SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITY

 Deferred Tax Assets/Liability

 Income Tax

 Book value

 Tax value

 Book value

 Tax value

 Income (Loss) per Books

 M-1 Differences:

)

 ( 1,269,346
)

)

 ( 754,510
)

 Stock/options issued for services

 7,272,000

 1,527,120

 85,072

 17,865

 Depreciation and amortization

 193,498

 40,635

 45,733

 -

 -

 315,000

 Tax income (loss)

 1,420,994

 298,409

 ( 1,790,057
)

 ( 375,912
)

 Prior Year NOL (excluding state tax)

 ( 2,545,159
)

 ( 534,483
)

 ( 755,102
)

 ( 158,571
)

 Cumulative NOL

 ( 1,124,165
)

 ( 236,075
)

 ( 2,545,159
)

 ( 534,483
)

 SCHEDULE OF INCOME TAX PROVISION

 Net operating loss carryforwards

 236,075

 534,483

 Stock/options issued for services

 1,527,120

 17,865

 Depreciation and amortization

 40,635

 45,733

 -

 315,000

 Tax rate change

 -

 -

 Valuation allowance

 ( 1,803,829
)

 ( 913,082
)

 Total

 -

 -

 Tax at the statutory rate ( 21 %)

 ( 1,269,346
)

 ( 754,510
)

 State tax benefit, net of federal tax effect

 -

 -

 Change in the valuation allowance

 1,269,346

 754,510

 Total

 -

 -

 For
the fiscal year ended December 31, 2023, and 2022, the Company had cumulative net operating losses of $ 6,044,504 and $ 3,592,907, respectively,
available for carryforward to offset future taxable income, which begins to expire in 2035. The Company has determined to provide full
valuation allowances for our net deferred tax assets at the end of 2023 and 2022, including NOL carryforwards generated during the years.
Based on its evaluation of positive and negative evidence, including our history of operating losses and the uncertainty of generating
future taxable income, that would enable us to realize our deferred tax assets.

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

 Based
on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully
realizable at December 31, 2023. Accordingly, management has maintained a full valuation allowance against its net deferred tax assets
at December 31, 2023. The net change in the total valuation allowance for the 12 months ended December 31, 2023, increased by $ 890,747
to $ 1,803,829. At December 31, 2023, and 2022, we had federal and state net operating loss carryforwards of approximately $ 1,269,346
and $ 754,510, respectively, expiring beginning in 2037 for the federal and 2037 for the state.

 For
the years ended December 31, 2023, and 2022, the Company analyzed its ASC 740 position and did not identify any uncertain tax positions
defined under ASC 740. Should this position be determined in the future and the Company owes interest and penalties because of this,
these would be recognized as interest expense and other expense, respectively, in the consolidated financial statements.

 The
Company has identified the United States Federal tax returns as its "major" tax jurisdiction. The United States Federal return
for 2023 and 2022 has been submitted and accepted by the United States Internal Revenue Service. The Company was not subject to tax examination
by authorities in the United States before 2015. The Nevada State Tax return for 2023 and 2022 has been submitted and accepted by the
Nevada State Franchise Tax Board. Currently, the Company does not have any ongoing tax examinations.

 The
Company has no foreign tax expenses and liabilities as of December 31, 2023, and 2022.

 F- 27

 NOTE
9 – WARRANT

 In
November 2021, the Company sold 34,000 units (common stock plus warrants) for financing valued at $ 34,000. The Company sold the common
stock at $ 1 per share with full warrant coverage, an exercise price of $ 2, and a term of one year. The Company issued the securities
with a restrictive legend. These warrants have expired.

 In
February 2022, the Company sold 280,000 units (common stock plus warrants) for financing valued at $ 280,000. The Company sold the common
stock at $ 1 per share with full warrant coverage, an exercise price of $ 2, and a term of one year. The Company issued the securities
with a restrictive legend. These warrants have expired.

 In
June 2022, the Company sold 1600,000 units (common stock plus warrants) for financing valued at $ 1600,000. The Company sold the common
stock at $ 1 per share with full warrant coverage, an exercise price of $ 2, and a term of one year. The Company issued the securities
with a restrictive legend. These warrants have expired.

 In
July 2022, the Company sold 90,000 units (common stock plus warrants) for financing valued at $ 90,000. The Company sold the common stock
at $ 1 per share with full warrant coverage, an exercise price of $ 2, and a term of one year. The Company issued the securities with a
restrictive legend. These warrants have expired.

 In
August 2022, the Company sold 78,800 units (common stock plus warrants) for financing valued at $ 78,800. The Company sold the common
stock at $ 1 per share with full warrant coverage, an exercise price of $ 2, and a term of one year. The Company issued the securities
with a restrictive legend. These warrants have expired.

 In
December 2023, the Company sold 5,000 units (common stock plus warrants) for financing valued at $ 10,000. The Company sold the common
stock at $ 2 per share with full warrant coverage, an exercise price of $ 2, and a term of one year. The Company issued the securities
with a restrictive legend. The warrants are not exercised.

 Information
About the Warrants Outstanding During Fiscal 2023 Follows:

 SCHEDULE OF INFORMATION ABOUT THE WARRANTS OUTSTANDING

 Original
 Number of
 Warrants
 Issued

 Exercise
 Price per
 Share

 Exercisable
 at
 December
 31, 2023

 Became
 Exercisable

 Exercised

 Terminated /
 Canceled /
 Expired

 Exercisable
 At December
 30, 2023

 Expiration
 Date

 $
 2.00

 -

 -

 -

 December 2024

 The
exercise price and the number of shares of Common Stock or other securities issuable on the exercise of the Warrants are subject to adjustment
in certain circumstances, including stock dividend, recapitalization, reorganization, merger, or consolidation of the Company. However,
no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

 NOTE
10 – OFF-BALANCE SHEET ARRANGEMENTS

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

 NOTE
11 – SUBSEQUENT EVENTS

 None.

 F- 28

 EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES

 31.1

 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 *
Filed herewith

 **
Previously filed