SEC Comment Letter 0000000000-23-011148 to Eva Live Inc (GOAI) (CIK 0001983736) (GOAI)
Eva Live Inc (GOAI) (CIK 0001983736)
Date: Oct. 12, 2023 · CIK: 0001983736 · Accession: 0000000000-23-011148
AI Filing Summary & Sentiment
File numbers found in text: 333-273162
Letter
United States securities and exchange commission logo October 12, 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. 2 to Registration Statement on Form S-1 Filed September 25, 2023 File No. 333-273162 Dear David Boulette: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 25, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 filed September 25, 2023 Dilution, page 13 1.We note your disclosure that the net tangible book value of your shares of common stock was $(1,465,594) or approximately $(0.013) per share based upon 115,847,349 shares issued and outstanding as of June 30, 2023. We also note your disclosure that the net tangible book value is $(967.257), and the net tangible book value per share before offering is $(0.008). Please reconcile the difference. 2.We cannot recalculate the decrease to present stockholders in net tangible book value per share after offering in the amount of $0.022. Please revise or advise.
FirstName LastNameDavid Boulette Comapany NameEva Live Inc. October 12, 2023 Page 2 FirstName LastName David Boulette Eva Live Inc. October 12, 2023 Page 2 Consolidated Balance Sheets, page F-4 3.We are unable to find responsive disclosure to our prior comment 6 and reissue the comment. 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. This comment also applies to your interim financial statements. Consolidated Statements of Cash Flows, page F-7 4.We are unable to find a full responsive disclosure to our prior comment 7 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 of Evamedia as a use of cash when the transaction was paid with equity securities (i.e., noncash). Further, you disclose cash flows attributable to those equity securities issued to consummate the 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 Recent Significant Transaction - Evamedia Corp. Acquisition, page F-8 5.We note your response to comments 8, and specifically that you are now applying the guidance in ASC 805-10-55-12 to treat the Evamedia Corp. acquisition as a reverse acquisition, with EvaMedia treated as the accounting acquirer and the Company treated as the “acquired” company for financial reporting purposes. We also note that you have restated your presented financial statements as of and for the period ended December 31, 2022, and 2021, which those previously filed with the Commission. In this regard, please provide the disclosures in the footnotes required by ASC 250-10-50 related to the Correction of an Error in Previously Issued Financial Statements. Consolidated statements of stockholders equity (deficit), page F-31 6.Please properly label each line item on the consolidated statements of stockholders equity (deficit).
FirstName LastNameDavid Boulette Comapany NameEva Live Inc. October 12, 2023 Page 3 FirstName LastName David Boulette Eva Live Inc. October 12, 2023 Page 3 Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: William B. Barnett
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United States securities and exchange commission logo
October 12, 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. 2 to Registration Statement on Form S-1
Filed September 25, 2023
File No. 333-273162
Dear David Boulette:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 25, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed September 25, 2023
Dilution, page 13
1.We note your disclosure that the net tangible book value of your shares of common stock
was $(1,465,594) or approximately $(0.013) per share based upon 115,847,349 shares
issued and outstanding as of June 30, 2023. We also note your disclosure that the net
tangible book value is $(967.257), and the net tangible book value per share before
offering is $(0.008). Please reconcile the difference.
2.We cannot recalculate the decrease to present stockholders in net tangible book value per
share after offering in the amount of $0.022. Please revise or advise.
FirstName LastNameDavid Boulette
Comapany NameEva Live Inc.
October 12, 2023 Page 2
FirstName LastName
David Boulette
Eva Live Inc.
October 12, 2023
Page 2
Consolidated Balance Sheets, page F-4
3.We are unable to find responsive disclosure to our prior comment 6 and reissue
the comment. 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. This comment also applies to your interim financial statements.
Consolidated Statements of Cash Flows, page F-7
4.We are unable to find a full responsive disclosure to our prior comment 7 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 of Evamedia as a use of cash when the transaction
was paid with equity securities (i.e., noncash). Further, you disclose cash flows
attributable to those equity securities issued to consummate the 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
Recent Significant Transaction - Evamedia Corp. Acquisition, page F-8
5.We note your response to comments 8, and specifically that you are now applying the
guidance in ASC 805-10-55-12 to treat the Evamedia Corp. acquisition as a reverse
acquisition, with EvaMedia treated as the accounting acquirer and the Company treated as
the “acquired” company for financial reporting purposes. We also note that you have
restated your presented financial statements as of and for the period ended December 31,
2022, and 2021, which those previously filed with the Commission. In this regard, please
provide the disclosures in the footnotes required by ASC 250-10-50 related to the
Correction of an Error in Previously Issued Financial Statements.
Consolidated statements of stockholders equity (deficit), page F-31
6.Please properly label each line item on the consolidated statements of stockholders equity
(deficit).
FirstName LastNameDavid Boulette
Comapany NameEva Live Inc.
October 12, 2023 Page 3
FirstName LastName
David Boulette
Eva Live Inc.
October 12, 2023
Page 3
Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: William B. Barnett