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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

Date
Oct. 13, 2023
Author
& Linn
Form
CORRESP
Company
Eva Live Inc (GOAI) (CIK 0001983736)

Letter

BARNETT & LINN

ATTORNEYS AT LAW

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

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

Show Raw Text
CORRESP
1
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