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United States securities and exchange commission logo
August 25, 2023
David Boulette
Chief Executive Officer
Eva Live Inc.
1800 Century Park East, Suite 600
Los Angeles, CA 90067
Re:Eva Live Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 11, 2023
File No. 333-273162
Dear David Boulette:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors, page 6
1.We note your your response to our prior comment 9 and your statement on page 18 that
"[the] company’s financial health is highly dependent on [its] top customers." Please
include a risk factor addressing the material revenue concentration among your top
three customers and the risks that this poses to investors.

 FirstName LastNameDavid Boulette
 Comapany NameEva Live Inc.
 August 25, 2023 Page 2
 FirstName LastName
David Boulette
Eva Live Inc.
August 25, 2023
Page 2
We have a limited history of operations..., page 7
2.We are unable to find responsive disclosure to our prior comment 5 and reissue the
comment. We note your risk factor on page 7 stating “we have yet to generate revenues.”
However, your financial statements show revenues for both the fiscal years ended
December 31, 2021, and 2022. Please revise or advise.
Management's discussion and analysis of financial condition and results of operations, page 11
3.We note your response to our prior comment 11. For each metric provided, please define
the metric, describe how it is used, and provide the formula for calculating it. Your
revised description should avoid the use of caveats and vague terms.
4.We note that EBIDTA is a non-GAAP financial measure. Please include this metric under
a separate heading identifying it as non-GAAP and provide the appropriate reconciliation
to the comparable GAAP financial measure with equal or greater prominence. Refer to
Item 10(e) of Regulation S-K.
Financial Statements, page F-1
5.Please provide updated financial statements and related disclosures as required by Rule 8-
08 of Regulation S-X.
Consolidated Balance Sheets, page F-4
6.When the "Commitments and contingencies" caption is included on the balance sheet, the
amount column should be left blank and not indicated with a dash (-) since the dash might
be interpreted to mean that there are neither commitments nor contingent liabilities.
Consolidated Statements of Cash Flows, page F-7
7.We are unable to find responsive disclosure to our prior comment 15 and reissue the
comment. Please revise the investing and financing sections to only present cash flow
activity.  We refer you to ASC 230-10-45-10 to 45-15.  In this regard, we note that you
present the business acquisitions (acquisition of Evamedia and AdFlare) as a use of cash
when these transactions were paid with equity securities (i.e., noncash).  Further, you
disclose cash flows attributable to those equity securities issued to consummate those
transactions, however, it does not appear as you received cash proceeds.  Please ensure
that you properly present non-cash activities in accordance with ASC 230-10-50-3 to 50-
6.
Note 1. Business Description and Nature of Operations
Evamedia Corp. Acquisition, page F-8
8.We note the revised disclosures made in response to our prior comment 16, however, we
request that you provide a detailed analysis of your identification of the accounting
acquirer.  Refer to ASC 805-10-55-10- to 55-15.  In this regard, tell us how you concluded

 FirstName LastNameDavid Boulette
 Comapany NameEva Live Inc.
 August 25, 2023 Page 3
 FirstName LastName
David Boulette
Eva Live Inc.
August 25, 2023
Page 3
that "the relative voting rights in the combined entity" indicated that you were the acquirer
when  EvaMedia Corp. obtains over 99% of the shares of common stock outstanding due
to the acquisition.  Further, identify each management member and the board of director
members that you believe supports your conclusion including the length of time each
group will contractual hold such positions.  In addition, please describe your operating
status prior to acquiring EvaMedia Corp. to indicate whether you activities qualify as a
business at the time of this acquisition.
Revenue recognition policy, page F-13
9.We note your response to our prior comment 17 and your disclosure on page F-13 and F-
14. Please tell us how you considered the guidance in ASC 606-10-55-89 through 55-91
regarding presentation of disaggregated revenues.
Website and Software Development Costs, page F-16
10.We note your response to our prior comment 18 and your disclosure on page F-16.  Please
explicitly clarify whether both of the following criteria are met: (1) The customer has the
contractual right to take possession of the Eva Platform at any time during the hosting
period without significant penalty and (2) It is feasible for the customer to either run the
Eva Platform on its own hardware or contract with another party unrelated to the vendor
to host the software.  Please refer to ASC 985-20-15-5.
            You may contact Becky Chow, Senior Staff Accountant, at (202) 551-6524 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William B. Barnett