GOAI / Eva Live, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Form of Representative’s Warrant

Exhibit 4.2 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) D

INTERNATIONAL PIT BOSS GAMING, INC. AMENDED AND CERTIFICATE OF INCORPORATION

Exhibit 3.1 “EXHIBIT B” INTERNATIONAL PIT BOSS GAMING, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INTERNATIONAL PIT BOSS GAMING, INC. (the “Corporation”), is a corporation organized and existing under and by virtue of Sections 78 and 80 of the Revised Statutes of the State of Nevada (“Revised Statutes”). The Corporation was originally incorporated under the same name, and the original

THE ISSUE PRICE OF THIS NOTE IS $240,120.00 THE ORIGINAL ISSUE DISCOUNT IS $33,120.00

Exhibit 4.4 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

SHARE EXCHANGE AGREEMENT

Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (“Agreement”), dated as of March , 2021 (the “Effective Date”), by and among Malwin Ventures, Inc., Nevada corporation having its executive offices at 205 Washington Blvd. Suite 106 Santa Monica CA, 90403, (“MLWN” or the “Company”) and EvaMedia Corp., a Delaware corporation (“EVA”) having its executive offices at 1800 Century Park

INTERNATIONAL PIT BOSS GAMING INC. A Nevada Corporation

Exhibit 3.2 “EXHIBIT C” BYLAWS OF INTERNATIONAL PIT BOSS GAMING INC. A Nevada Corporation Adopted By Action of the Board of Directors 2002 BYLAWS OF INTERNATIONAL PIT BOSS GAMING INC. A Nevada Corporation ARTICLE I OFFICES Section 1. Registered Office The registered office of the Corporation in the State of Nevada is located at 1971 California Street, Carson City 89701. Section 2. Principal Office

INDEPENDENT DIRECTOR AGREEMENT

Exhibit 10.5 INDEPENDENT DIRECTOR AGREEMENT This Independent Director Agreement (“Agreement”) is made and entered into as of May 27th 2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Riz Jamal, an individual residing at Kitche

EVA LIVE INC. UNDERWRITING AGREEMENT

Exhibit 1.1 EVA LIVE INC. UNDERWRITING AGREEMENT [ ], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Eva Live Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] common units (each a “Common Unit

Employment Agreement

Exhibit 10.3 Employment Agreement Eva Live Inc. This Employment Agreement (“Agreement”) is made and entered into this May 31, 2025, by and between Eva Live Inc., a corporation incorporated under the laws of Nevada, with its principal place of business at 1800 Century Park East, Suite 600, Los Angeles, CA, 90067, USA (the “Company”), and David Boulette, an individual (the “Executive” or “CEO”). 1.

SECURITIES PURCHASE AGREEMENT

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623,

CERTIFICATE OF AMENDMENT OF THE BYLAWS EVA LIVE INC.

Exhibit 3.4 CERTIFICATE OF AMENDMENT OF THE BYLAWS OF EVA LIVE INC. I, David Boulette, in my capacity as Secretary of Eva Live Inc., a Nevada corporation (the “Company”), certify that on January 14, 2025, the Board of Directors of the Company (the “Board”) adopted that certain Unanimous Written Consent of the Board, which, among other things, authorized and approved an amendment to the bylaws of t

COMMON STOCK PURCHASE WARRANT EVA LIVE INC.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT EVA LIVE INC. Warrant Shares: Issuance Date: [-], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and

WARRANT AGENCY AGREEMENT

Exhibit 10.10 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [ ], 2025 (“Agreement”), between Eva Live Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Equiniti Trust Company LLC, a limited liability company organized under the laws of Delaware (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a registered offering by the Compan

CERTIFICATE OF AMENDMENT THE AMENDED AND RESTATED ARTICLES OF INCORPORATION EVA LIVE, INC.

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EVA LIVE, INC. Eva Live, Inc., a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Eva Live, Inc. 2. Article FOURTH, Paragraph A of the Corporation’s Amended and Restat

Calculation of Filing Fee Tables FORM S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) 333-288626 Eva Live Inc.

MEDIA BUYING AGREEMENT

EXHIBIT 10.8 MEDIA BUYING AGREEMENT This Media Buying Agreement (the “Agreement”) is dated May 5, 2022 (the “Effective Date”) and is between Brightcast llc and DOMAIN DEVELOPMENT CORPORATION (“BRIGHTCAST”) and Eva Live Inc (“Company”). The parties agree as follows: 1. Appointment of Company. Subject to the terms and conditions of this Agreement, BRIGHTCAST wishes to engage Company to provide the S

SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE

Exhibit 10.2 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (the “Agreement”) dated as of September 28, 2021 (the “Effective Date”), by and among Eva Live Inc. (f.k.a. Malwin Ventures, Inc.), Nevada corporation having its executive offices at 1800 Century Park East, Suite 600, Los Angeles, CA 90067, (the “Company”) and Mr. Terry Fields (“Mr. Fi

As filed with the U.S. Securities and Exchange Commission on September 5, 2025.

As filed with the U.S. Securities and Exchange Commission on September 5, 2025. Registration No. 333-288626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVA LIVE INC. (Exact name of registrant as specified in its charter) Nevada 7370 88-2864075 (State or other ju

MARKETING AGENT AGREEMENT

EXHIBIT 10.9 MARKETING AGENT AGREEMENT This MARKETING AGENT AGREEMENT (this “Agreement”), effective as of 1 September, 2020 (the “Effective Date”), is made by and between TechAdsMedia Ltd, a company organized under the laws of Ireland with VAT No. IE3378479AH (“TechAdsMedia”), and Eva Media Inc, an American corporation under the laws of California, U.S.A. (“Agent”). WHEREAS, TechAdsMedia entered i

INDEPENDENT DIRECTOR AGREEMENT

Exhibit 10.4 INDEPENDENT DIRECTOR AGREEMENT This Independent Director Agreement (“Agreement”) is made and entered into as of June 2nd 2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Mr. Ali Shadman, an individual residing at

SECURITIES PURCHASE AGREEMENT

Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and Boot Capital LLC, a Delaware limited liability company, with its address at 1688 Meridian Ave., Suite 723, Miami Be

THE ISSUE PRICE OF THIS NOTE IS $116,000.00 THE ORIGINAL ISSUE DISCOUNT IS $16,000.00

Exhibit 4.3 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period June 30, 2025 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period June 30, 2025 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 REGISTRATION STATEM

As filed with the U.S. Securities and Exchange Commission on July 11, 2025.

As filed with the U.S. Securities and Exchange Commission on July 11, 2025. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVA LIVE INC. (Exact name of registrant as specified in its charter) Nevada 7370 88-2864075 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units consisting

Independent Director Agreement by and between Eva Live Inc. and Ali Shadman, dated June 2, 2025.

Exhibit 10.2 INDEPENDENT DIRECTOR AGREEMENT This Independent Director Agreement (“Agreement”) is made and entered into as of June 2nd 2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Mr. Ali Shadman, an individual residing at

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 31, 2025 (Date of earliest event reported) EVA LIVE INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 31, 2025 (Date of earliest event reported) EVA LIVE INC.

Employment Agreement by and between Eva Live Inc. and David Boulette, dated May 31, 2025.

Exhibit 10.1 Employment Agreement Eva Live Inc. This Employment Agreement (“Agreement”) is made and entered into this May 31, 2025, by and between Eva Live Inc., a corporation incorporated under the laws of Nevada, with its principal place of business at 1800 Century Park East, Suite 600, Los Angeles, CA, 90067, USA (the “Company”), and David Boulette, an individual (the “Executive” or “CEO”). 1.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 27, 2025 (Date of earliest event reported) EVA LIVE INC.

Insider Trading Policy

Exhibit 19.1 Eva Live Inc. Insider Trading Policy This Insider Trading Policy outlines the expectations and rules established by Eva Live Inc. and its subsidiaries (“the Company”) regarding the handling and trading of Company securities, as well as securities of other publicly traded companies, when in possession of confidential or nonpublic information. The Policy is structured in two sections: t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2024 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 LIV

Articles of Incorporation

Exhibit 3.1

EX-3.2

Exhibit 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period March 31, 2025 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period March 31, 2025 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 REGISTRATION STATE

Articles of Incorporation

Exhibit 3.1

EX-3.2

Exhibit 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2024 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 o

Insider Trading Policy

Exhibit 19.1 Eva Live Inc. Insider Trading Policy This Insider Trading Policy outlines the expectations and rules established by Eva Live Inc. and its subsidiaries (“the Company”) regarding the handling and trading of Company securities, as well as securities of other publicly traded companies, when in possession of confidential or nonpublic information. The Policy is structured in two sections: t

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: April 03, 2025 (Date of earliest event reported) EVA LIVE INC.

Letter from Olayinka Oyebola & Co. dated April 03, 2025.

Exhibit 16.1 April 3, 2025 Re: Eva Live Inc. Ladies and Gentlemen: We have read the statements under item 4.01 in Form 8-K dated April 3, 2025, of Eva Live Inc. (the “Company”) to be filed with the Securities and Exchange Commission, and we agree with such statements therein as related to our firm. We have no basis to agree or disagree with other statements made by the Company in Form 8-K. Sincere

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: March 21, 2025 (Date of earliest event reported) EVA LIVE INC.

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 0-D ☐ Form N-SAR ☐ Form N-CSR ☐ Form N-CEN For Period Ended: December 31, 2024 ☐ T

Certificate of Amendment to the Amended and Restated Articles of Incorporation filed on February 4, 2025.

Exhibit 3.1 CERTIFICATE of amendment TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EVA LIVE, INC. Eva Live, Inc., a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Eva Live, Inc. 2. Article FOURTH, Paragraph A of the Corporation’s Amended and Restat

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: February 4, 2025 (Date of earliest event reported) EVA LIVE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period September 30, 2024 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period September 30, 2024 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 REGISTRATION S

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 0-D ☐ Form N-SAR ☐ Form N-CSR ☐ Form N-CEN For Period Ended: September 30, 2024 ☐

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: November 8, 2024 (Date of earliest event reported) EVA LIVE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period June 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period June 30, 2024 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 REGISTRATION STATEM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period March 31, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period March 31, 2024 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 REGISTRATION STATE

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 0-D ☐ Form N-SAR ☐ Form N-CSR ☐ Form N-CEN For Period Ended: March 31, 2024 ☐ Tran

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 5, 2024 (Date of earliest event reported) EVA LIVE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 o

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 0-D ☐ Form N-SAR ☐ Form N-CSR ☐ Form N-CEN For Period Ended: December 31, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 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 REGISTRA

October 30, 2023

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT TELEPHONE: 442-274-7571 Attorney/Principal [email protected] October 30, 2023 Division of Corporation Finance Office of technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Stephen Krikorian, Accounting Branch Chief Becky Chow, Senior Staff Acc

As filed with the Securities and Exchange Commission on October 27, 2023 Registration No. 333-273162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT

As filed with the Securities and Exchange Commission on October 27, 2023 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fee

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-274-7571 Attorney/Principal [email protected] October 27, 2023 Eva Live Inc. 1800 Century Park East, Suite 600 Los Angeles, CA 90067 Re: Registration Statement on Form S-1 and amendments thereto File No. 333-273162 Gentlepersons: Reference is made

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-274-7571 Attorney/Principal [email protected] October 13, 2023 Eva Live Inc. 1800 Century Park East, Suite 600 Los Angeles, CA 90067 Re: Registration Statement on Form S-1 and amendments thereto File No. 333-273162 Gentlepersons: Reference is made

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fee

October 13, 2023

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT TELEPHONE: 442-474-7571 Attorney/Principal [email protected] October 13, 2023 Division of Corporation Finance Office of technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Stephen Krikorian, Accounting Branch Chief Becky Chow, Senior Sta

As filed with the Securities and Exchange Commission on October 13, 2023 Registration No. 333-273162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT

As filed with the Securities and Exchange Commission on October 13, 2023 Registration No.

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-274-7571 Attorney/Principal [email protected] September 25, 2023 Eva Live Inc. 1800 Century Park East, Suite 600 Los Angeles, CA 90067 Re: Registration Statement on Form S-1 and amendments thereto File No. 333-273162 Gentlepersons: Reference is mad

September 25, 2023

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT TELEPHONE: 442-474-7571 Attorney/Principal [email protected] September 25, 2023 Division of Corporation Finance Office of technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Stephen Krikorian, Accounting Branch Chief Becky Chow, Senior S

Marketing Agreement between Registrant and TechAds Media Ltd dated September 1, 2020

EXHIBIT 10.6 MARKETING AGENT AGREEMENT This MARKETING AGENT AGREEMENT (this “Agreement”), effective as of 1 September, 2020 (the “Effective Date”), is made by and between TechAdsMedia Ltd, a company organized under the laws of Ireland with VAT No. IE3378479AH (“TechAdsMedia”), and Eva Media Inc, an American corporation under the laws of California, U.S.A. (“Agent”). WHEREAS, TechAdsMedia entered i

As filed with the Securities and Exchange Commission on September 25, 2023 Registration No. 333-273162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES AC

As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.

Media Buying Agreement between Registrant and Brightcast LLC dated Mey 5, 2022

EXHIBIT 10.5 MEDIA BUYING AGREEMENT This Media Buying Agreement (the “Agreement”) is dated May 5, 2022 (the “Effective Date”) and is between Brightcast llc and DOMAIN DEVELOPMENT CORPORATION (“BRIGHTCAST”) and Eva Live Inc (“Company”). The parties agree as follows: 1. Appointment of Company. Subject to the terms and conditions of this Agreement, BRIGHTCAST wishes to engage Company to provide the S

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fee

September 22, 2023

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT TELEPHONE: 442-474-7571 Attorney/Principal [email protected] September 22, 2023 Division of Corporation Finance Office of technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Stephen Krikorian, Accounting Branch Chief Becky Chow, Senior S

Media Buying Agreement between Registrant and Brightcast LLC dated Mey 5, 2022

EXHIBIT 10.5 MEDIA BUYING AGREEMENT This Media Buying Agreement (the “Agreement”) is dated May 5, 2022 (the “Effective Date”) and is between Brightcast llc and DOMAIN DEVELOPMENT CORPORATION (“BRIGHTCAST”) and Eva Live Inc (“Company”). The parties agree as follows: 1. Appointment of Company. Subject to the terms and conditions of this Agreement, BRIGHTCAST wishes to engage Company to provide the S

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fee

Marketing Agreement between Registrant and TechAds Media Ltd dated September 1, 2020

EXHIBIT 10.6 MARKETING AGENT AGREEMENT This MARKETING AGENT AGREEMENT (this “Agreement”), effective as of 1 September, 2020 (the “Effective Date”), is made by and between TechAdsMedia Ltd, a company organized under the laws of Ireland with VAT No. IE3378479AH (“TechAdsMedia”), and Eva Media Inc, an American corporation under the laws of California, U.S.A. (“Agent”). WHEREAS, TechAdsMedia entered i

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. 333-273162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-274-7571 Attorney/Principal [email protected] August 10, 2023 Eva Live Inc. 1800 Century Park East, Suite 600 Los Angeles, CA 90067 Re: Registration Statement on Form S-1 and amendments thereto File No. 333-273162 Gentlepersons: Reference is made t

August 10, 2023

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive • Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT TELEPHONE: 442-274-7571 Attorney/Principal [email protected] August 10, 2023 Division of Corporation Finance Office of technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Austin Pattan, Staff Attorney Jeff Kauten, Staff Attorney Re: Eva

Debt settlement agreement between the Registrant and Terry Fields dated September 28 2021

Exhibit 10.2 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (the “Agreement”) dated as of September 28, 2021 (the “Effective Date”), by and among Eva Live Inc. (f.k.a. Malwin Ventures, Inc.), Nevada corporation having its executive offices at 1800 Century Park East, Suite 600, Los Angeles, CA 90067, (the “Company”) and Mr. Terry Fields (“Mr. Fi

EX-3.2

Exhibit 3.2

As filed with the Securities and Exchange Commission on [ ] Registration No. [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVA LIVE INC. (Exact name of reg

As filed with the Securities and Exchange Commission on [ ] Registration No. [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVA LIVE INC. (Exact name of registrant as specified in its charter) Nevada 7370 88-2864075 State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial

Sample Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common stock, par value $0.0001 per share, (the “Shares”) of Eva Live Inc., a corporation organized under the laws of the state of Nevada (the “Company”). Accordingly, the Subscriber hereby agrees as follows: 1. Subscription. 1.1 The Subscriber hereby subscribes for and agrees to accept from the Co

Articles of Incorporation

Exhibit 3.1

Company’s lease agreement.

Exhibit 10.3

Employment Agreement with David Boulette dated September 28, 2021

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of September 28, 2021 (the “Effective Date”) BETWEEN: Eva Live, Inc. is a company incorporated under the laws of the State of Delaware with a head office located at 1800 Century Park East, Suite 600, Los Angeles, 90067, USA. (the “Company” and/or “Eva”) AND: David Boulette is an individual residing in Las Vegas in the Stat

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Eva Live Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fee

Sales Purchase Agreement between the Registrant and Evamedia Corp. dated September 28, 2021

Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (“Agreement”), dated as of March , 2021 (the “Effective Date”), by and among Malwin Ventures, Inc., Nevada corporation having its executive offices at 205 Washington Blvd. Suite 106 Santa Monica CA, 90403, (“MLWN” or the “Company”) and EvaMedia Corp., a Delaware corporation (“EVA”) having its executive offices at 1800 Century Park