Correspondence 0001493152-23-037198 from Eva Live Inc (GOAI) (CIK 0001983736) (GOAI)
Eva Live Inc (GOAI) (CIK 0001983736)
Date: Oct. 13, 2023 · CIK: 0001983736 · Accession: 0001493152-23-037198
AI Filing Summary & Sentiment
File numbers found in text: 333-273162
Referenced dates: October 12, 2023
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CORRESP
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filename1.htm
BARNETT
& LINN
ATTORNEYS
AT LAW
60
Kavenish Drive ● Rancho Mirage, CA 92270
www.barnettandlinn.com
WILLIAM
B. BARNETT
TELEPHONE:
442-474-7571
Attorney/Principal
wbarnett@wbarnettlaw.com
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 Staff Accountant
Austin
Pattan, Staff Attorney
Jeff
Kauten, Staff Attorney
Re:
Eva
Live Inc. (“Registrant” and/or “Company”)
Amendment
No. 3 to Registration Statement on Form S-1
Filed
on July 7, 2023
File
No. 333-273162
Gentlemen:
The
Registrant hereby files its Amendment No. 3 to Registration Statement on Form S-1 (“Amendment No. 3”). The Amendment No.
3 has been revised in accordance with the Commission’s comment letter dated October 12, 2023 (“Comment Letter”). To
assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No.3 “marked to show changes”,
and our responses below correspond to each comment number in the Comment Letter.
Amendment
No. 2 to Registration Statement on Form S-1 filed on September 25, 2023
Dilution,
page 13
1.
In accordance with your comment, we have updated the statement “As of June 30, 2023, the net tangible book value of our shares
of common stock was $(967,257) or approximately $(0.008) per share based upon 115,847,349 shares issued and outstanding.”
2.
In accordance with your comment, we have updated the description to the “increase to present stockholders net tangible book value
per share….”.
Consolidated
Balance Sheets, page F-4
3.
In accordance with your comment, the “Commitments and Contingencies” caption is included on the balance sheet for the period
ending June 30, 2023, December 31, 2022, and 2021, the amount column is left blank and not indicated with a dash (-) in our filings.
We believe no changes are needed.
Consolidated
Statements of Cash Flows, page F-7
4.
In accordance with your comments we substantially revised the investing and finance sections to make it more responsive to your Comment
7 in your prior Comment Letter. We have also revised disclosure to ensure that we 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.
In accordance with your comment we have provided additional disclosure in the footnotes under the heading “Accounting Changes and
Error Corrections (Change in Reporting Entity)” on page F-8 consistent with the requirements of ASC 250-10-50.
Consolidated
statements of stockholders equity (deficient), page F-31
6.
In accordance with your comment we properly labeled each line item on the consolidated statements of stockholders equity “(deficit)”.
We
believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon
as possible should you have any further questions or comments.
Thank
you for your cooperation and courtesies in this matter.
Very
truly yours,
Barnett
& Linn
/s/ William B. Barnett
William B. Barnett
WBB:
lg
cc/
Mr. D. Boulette, CEO