SecProbe.io

CORRESP
 1
 filename1.htm

 EVA
LIVE Inc.

 2029
Century Park East, Suite # 400N

 Los
Angeles, CA 90067

 VIA
EDGAR

 March
20, 2026

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Matthew
 Derby

 Re:
 Eva
 Live Inc.

 Request
 for Acceleration

 Registration
 Statement on Form S-3, as amended (File No. 333-294416)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended,
Eva Live Inc. hereby requests that the effectiveness of the above-referenced Registration Statement (the " Registration Statement ")
be accelerated to, and that the Registration Statement become effective at 4:00 p.m., Eastern Time on March 24, 2026, or as soon thereafter
as practicable.

 Please
contact Tomer Magid of Sichenzia Ross Ference Carmel LLP at (646) 693-6586, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Eva
 Live Inc.

 By:
 /s/
 David Boulette

 Name:

 David
Boulette

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 18, 2026

David Boulette
Chief Executive Officer
Eva Live Inc
2029 Century Park East, Suite # 400N
Los Angeles, CA 90067

 Re: Eva Live Inc
 Draft Registration Statement on Form S-3
 Submitted February 13, 2026
 CIK: 0001983736
Dear David Boulette :

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    BARNETT
    & LINN

    ATTORNEYS
    AT LAW

    60
    Kavenish ●  Rancho Mirage, CA 92270

    www.barnettandlinn.com

    WILLIAM
    B. BARNETT

    TELEPHONE:
    442-274-7571

    Attorney/Principal

    wbarnett@wbarnettlaw.com

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 Accountant

    Austin
    Pattan, Staff Attorney

    Jeff
    Kauten, Staff Attorney

    Re:
    Eva
    Live Inc. (“Registrant” and/or “Company”)

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    on October 27, 2023

    File
    No. 333-273162

Gentlepersons:

On
behalf of the Registrant, we hereby request “acceleration” of the effective date of the Registration Statement to 12:00 p.m.,
Washington, D.C. time, on Wednesday, November 1, 2023, or as soon thereafter as practical.

Thank
you for your cooperation and courtesies in this matter.

    Very
    truly yours,

    Barnett
    & Linn

    William
    B. Barnett

WBB:
scc

cc/
Mr. D. Boulette, CEO

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

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

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

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 Staff Accountant

    Austin
    Pattan, Staff Attorney

    Jeff
    Kauten, Staff Attorney

    Re:
    Eva
    Live Inc. (“Registrant” and/or “Company”)

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    on July 7, 2023

    File
    No. 333-273162

Gentlemen:

The
Registrant hereby files its Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”). The Amendment No.
2 has been revised in accordance with the Commission’s comment letter dated August 25, 2023 (“Comment Letter”). To
assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No.2 “marked to show changes”,
and our responses below correspond to each comment number in the Comment Letter.

Registration
Statement on Form S-1 filed on July 7, 2023

Risks
Factors, page 6

1.
In accordance with your comment we have added a Rick Factor-”We derive a substantial portion of our revenues….Page 8”.

We
have a limited history of operations…. Page 7

2.
In accordance with your comment, we have revised the Risk Factor to acknowledge limited revenues.

Management’s
discussion and analysis of financial condition and results of operations, page 11

3.
& 4. In accordance with your comment we have substantially revised this entire section to disclose each metric provided and which
is non-GAAP and the reconciliation to comparable GAAP financial measures.

Financial
Statements, page F-1

5.
In accordance with your comment we have updated all financial statements through June 30, 2023.

Consolidated
Balance Sheets, page F-4

6.
In regard to your comment we have eliminated the dash (-).

Consolidated
Statements of Cash Flows, page F-7

7.
In accordance with your comments we substantially revised this section and have tried to reflect properly the non-cash activities to
be consistent with ACS 230-10-50-3 to 50-6.

Note
1. Business Description and Nature of Operations

EvaMedia
Corp. Acquisition, page F-8

8.
In accordance with your comment we have substantially revised this section to provide a detailed analysis to be consistent with ASC 805-10
to 55-15. We have restated the financial statements per ASC 805 analysis and provided a detailed explanation under Note 1 (F-8) and Note
2 (pages F-11, F-12, and F-13).

Revenue
recognition policy, , page F-13

9.
In accordance with your comment we have added disclosure regarding disaggregated revenues consistent with ASC 606-10-55-89 through 55-91
under Revenue Recognition Policy (page F-16).

Website
and Software Development Costs, page F.16

10.
In accordance with your comment we have added disclosure to clarify customer rights consistent with the requirements of ASC 985-20-15-5
(page F-19).

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

    William B. Barnett

WBB:
lg

cc/
Mr. D. Boulette, CEO

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

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 Staff Accountant

    Austin
    Pattan, Staff Attorney

    Jeff
    Kauten, Staff Attorney

    Re:
    Eva
    Live Inc. (“Registrant” and/or “Company”)

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    on July 7, 2023

    File
    No. 333-273162

Gentlemen:

The
Registrant hereby files its Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”). The Amendment No.
2 has been revised in accordance with the Commission’s comment letter dated August 25, 2023 (“Comment Letter”). To
assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No.2 “marked to show changes”,
and our responses below correspond to each comment number in the Comment Letter.

Registration
Statement on Form S-1 filed on July 7, 2023

Risks
Factors, page 6

1.
In accordance with your comment we have added a Rick Factor-”We derive a substantial portion of our revenues….Page 8”.

We
have a limited history of operations…. Page 7

2.
In accordance with your comment, we have revised the Risk Factor to acknowledge limited revenues.

Management’s
discussion and analysis of financial condition and results of operations, page 11

3.
& 4. In accordance with your comment we have substantially revised this entire section to disclose each metric provided and which
is non-GAAP and the reconciliation to comparable GAAP financial measures.

Financial
Statements, page F-1

5.
In accordance with your comment we have updated all financial statements through June 30, 2023.

Consolidated
Balance Sheets, page F-4

6.
In regard to your comment we have eliminated the dash (-).

Consolidated
Statements of Cash Flows, page F-7

7.
In accordance with your comments we substantially revised this section and have tried to reflect properly the non-cash activities to
be consistent with ACS 230-10-50-3 to 50-6.

Note
1. Business Description and Nature of Operations

EvaMedia
Corp. Acquisition, page F-8

8.
In accordance with your comment we have substantially revised this section to provide a detailed analysis to be consistent with ASC 805-10
to 55-15. We have restated the financial statements per ASC 805 analysis and provided a detailed explanation under Note 1 (F-8) and Note
2 (pages F-11, F-12, and F-13).

Revenue
recognition policy, , page F-13

9.
In accordance with your comment we have added disclosure regarding disaggregated revenues consistent with ASC 606-10-55-89 through 55-91
under Revenue Recognition Policy (page F-16).

Website
and Software Development Costs, page F.16

10.
In accordance with your comment we have added disclosure to clarify customer rights consistent with the requirements of ASC 985-20-15-5
(page F-19).

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

    William B. Barnett

WBB:
lg

cc/
Mr. D. Boulette, CEO

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

CORRESP
1
filename1.htm

    BARNETT
    & LINN

    ATTORNEYS
    AT LAW

    60
    Kavenish Drive • Rancho Mirage, CA 92270

    www.barnettandlinn.com

    WILLIAM
    B. BARNETT

    TELEPHONE:
     442-274-7571

    Attorney/Principal

    wbarnett@wbarnettlaw.com

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
    Live Inc. (“Registrant” and/or “Company”)

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    on July 7, 2023

    File
    No. 333-273162

Gentlemen:

The
Registrant hereby files its Amendment No. 1 to Registration Statement on Form S-1 (“Amendment No. 1”). The Amendment No.
1 has been revised in accordance with the Commission’s comment letter dated August 3, 2023 (“Comment Letter”). To assist
the staff in its review of Registrant’s responses, we have provided a copy of Amendment No.1 “marked to show changes”,
and our responses below correspond to each comment number in the Comment Letter.

Registration
Statement on Form S-1 filed on July 7, 2023

Cover
Page

Risks
Related to the Company

“Our
business model may not be sufficient to ensure our success…,” page 7

1. In
accordance with your comment we have deleted disclosure regarding “selling shareholder” on the Cover Page and elsewhere to
be consistent with a primary offering.

2. In accordance with your comment, we have added information regarding Mr. Boulette’s voting
power on the Cover Page.

Prospectus
Summary, page 3

3.
We have added disclosure to the Summary and added a Risk Factor regarding the “Going Concern” from our Auditors.

Risk
Factor, page 7

4. In
accordance with your comment we have added disclosure to the “Emerging Growth Company” Risk Factor

We
have a limited history of operations…, page 7

5. In
accordance with your comment we have revised the Risk Factor on page 7.

We
intend to become subject to the periodic reporting requirements…, page 12

6. In
response to your comment, we have added disclosure to reflect our intention to file a Form 8A.

Dilution,
page 13

7. In
accordance with your comment, we have recalculated the net tangible book value to a decrease of $0.025.

Use
of Proceeds, page 12

8. In
accordance with your comment we have revised all of the calculations for the three columns.

Current
Operations, page 18

9. In
accordance with your comment we have added disclosure regarding the business of the Company and its customers.

10.
In accordance with your comment we have included two contracts with the Registrant that meets the definition of “material”,
as Exhibit 10.5 and 1062

Management’s
discussion and analysis of financial condition and results of operations, page 22

11.
In accordance with your comment we have added further discussions regarding financial and operational metrics to the paragraphs under
“Financial Conditions at March 31, 2023 and December 31, 2022” on page 22.

Results
of Operations-Fiscal Year Ended From December 31, 2022 and 2022, page 23

12. In
accordance with your comment we have added disclosure quantifying the amount of changes contributed by certain underlying factors.

Certain
Relationships and related Transactions, page 27

13. In
regard to your comment we have added disclosure regarding the acquisition of AdFlare as it relates to our Board member, Phil Aspin.

Signatures,
page 14, page 34

14.
In accordance with your comment we have obtained the signatures from a majority of our Board members.

Consolidated
Statements of Cash Flows, page F-71

15. In
accordance with your comments we have revised the Cash Flow statement to be consistent with ACS 230-10-50-3 to 50-6.

Note
1. Business Description and Nature of Operations

Evamedia
Corp. Acquisition, page F-8

16. In
accordance with your comment we have added disclosure further describing the acquisition of Evamedia Corp. and the effect of ASC 805.

Revenue
recognition, page F-12

17. In
accordance with your comment we have added extensive disclosure regarding our Revenue Recognition Policy.

Website
and Software Development Costs, page F.15

18. In
accordance with your comment we have added disclosure regarding the accounting for software development and its relationship to ASC 985-20
and ACS 350-49.

General

 19. In accordance your comment, please be advised that at this time there is no supplemental written communications, as defined in Rule 405 under the Securities Act, that have been authorized by the Company to be presented to potential investors in reliance on Section 5(d) of the Securities Act.

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

    William
    B. Barnett

WBB:
scc

cc/
Mr. D. Boulette, CEO

United States securities and exchange commission logo
August 3, 2023
David Boulette
Chief Executive Officer
Eva Live Inc
1800 Century Park East, Suite 600,
Los Angeles, CA 90067
Re:Eva Live Inc
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273162
Dear David Boulette:
            We have reviewed your 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.
Registration Statement on Form S-1 filed on July 7, 2023
Cover Page
1.Your disclosure here and in several locations throughout the prospectus regarding selling
shareholders is inconsistent with your disclosure that this is a primary offering.  Please
revise or advise.
2.Please disclose that Mr. Boulette, your Chief Executive Officer, controls the majority of
the total voting power of the company.
Prospectus summary, page 3
3.Please revise your prospectus summary and risk factors to highlight the auditor's
explanatory paragraph regarding your ability to continue as a going concern and describe

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the material risks associated with the going concern opinion.
Risk Factors, page 7
4.We note you identify yourself as an emerging growth company, and you have elected to
use the extended transition period for complying with new or revised accounting standards
under Section 102(b)(1) of the Act. In this regard, please describe the risks resulting from
this election, including that your financial statements may not be comparable to
companies that comply with public company effective dates.
We have a limited history of operations..., page 7
5.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.
We intend to become subject to the periodic reporting requirements..., page 12
6.Please confirm to us that you intend to file a Form 8-A to register your common stock
under the Exchange Act.  If not, include a risk factor alerting investors that because your
common stock will not be registered under the Exchange Act, you will not be a fully
reporting company but only subject to the reporting obligations imposed by Section 15(d)
of the Exchange Act.  The risk factor should explain the effect on investors of the
automatic reporting suspension under Section 15(d) of the Exchange Act, as well as the
inapplicability of the proxy rules and Section 16 of the Exchange Act.  Please make
similar revisions to the disclosure under “Where You Can Find More Information” on
page 28.
Dilution, page 13
7.We cannot recalculate the increase in net tangible book value per share for existing
stockholders after the offering in the amount of $0.014.   Please revise or advise.

Use of Proceeds, page 13
8.We note the table sets forth the uses of proceeds assuming the sale of one-third, two-thirds
and 100%, respectively, of the securities offered for sale does not present correctly in any
of the columns.  Please revise.
Current Operations, page 18
9.We note your disclosure that “[your] typical customers are advertising agencies.” Please
disclose whether you have customers in other industries and the geographies in which you
generate revenues. Your revised disclosure should include any material revenue
concentration that you experience among your customer base. Also, disclose the number
of customers for the periods presented.

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Eva Live Inc
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Page 3
10.We note your disclosure that you rely on paid contracts with customers. To the extent that
any of these agreements are material, describe their terms and consider filing them as
exhibits to the registration statement. Refer to Item 601(b)(10) of Regulation S-K.
Management's discussion and analysis of financial condition and results of operations, page 22
11.Please include a discussion of any key metrics relied upon by management when assessing
the performance of your business. Refer to Item 303 of Regulation S-K.
Results of operations - Fiscal Year Ending From December 31, 2022, and 2021, page 23
12.During the fiscal year ended December 31, 2022, and 2021, the Company incurred general
& administrative costs of $1,245,407 and $8,459,318, respectively.  Please expand your
results of operations discussion to quantify the amount of changes contributed by each
underlying factor that you identified. Refer to Item 303 of Regulation S-K.
Certain Relationships and Related Transactions, page 27
13.We note that a member of your board of directors, Phil Aspin, was serving as the CEO of
AdFlare at the time of your acquisition. Please include a discussion of the material terms
of this transaction or tell us why it is not required. Refer to Item 404(d) of Regulation S-K.
Signatures, page 34
14.Please revise to include the signatures of at least a majority of the board of directors.
Refer to Instruction 1 to the signatures section of Form S-1.
Consolidated Statements of Cash Flows, page F-7
15.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 acquisition 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
16.We note your disclosure that you merged into EvaMedia Corp. (‘EvaMedia) by issuing
110,192,177 shares of your common stock at closing share price of $2.00 on September
28, 2021. It appears the Evamedia Corp. Acquisition was accounted for as a business
combination under ASC 805.  In this regard, please address the following:
•Please explain to us how you determined that you are accounting acquirer in this
transaction when the shares of common stock issued to EvaMedia represented more
than 90% of the shares of common stock outstanding at that time. We refer you to

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ASC 805-10-25-4 and 25-5 and 805-40-25-1.  As part of your response, tell us how
you considered ASC 805-10-55-10 through 55-15 when determining the accounting
acquirer.
•If you are the accounting acquirer, please confirm that you did not acquire
any identifiable assets and liabilities.  That is, explain why no amounts were assigned
to identifiable assets on the basis of their fair values at the acquisition date.  We refer
you to ASC 805-20-30-1.
Revenue recognition, page F-12
17.We note your disclosures that you generate revenues as a principal-based or an agency-
based service provider on page 18.  In this regard, please address the following:
•Please expand your revenue recognition policy disclosure to include this principal-
based or an agency-based consideration.
•Please provide an accounting analysis that supports your policy; and
•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-15
18.We note your disclosure that you are a technology company that has developed an
automated and intelligent advertiser campaign management platform, Eva Platform. Your
platform enables advertisers (‘customers, clients’) to buy advertising space on several
digital channels to reach their desired audience. We also note that you account
for software development costs in accordance with ASC 985-20.  Please tell us how your
software development costs arrangement met the capitalization criteria under ASC 985. In
addition, please tell us how you considered the guidance in ASC 350-40.
General
19.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

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 FirstName LastName
David Boulette
Eva Live Inc
August 3, 2023
Page 5
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