NASDAQ: GOAI

We
deemed EvaMedia as an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia
held a majority of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of
the Board of Directors of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the
combined company. As such, we have treated the financial statements of EvaMedia as the historical financial statements of the combined
company, and (iv) EvaMedia’s relative size, measured in assets and revenues, is significantly larger than that of the Company.

We
have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified EvaMedia
as the legal acquiree, the entity whose equity interests are acquired.

Since
September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.

On
September 9, 2021, the Company completed a reverse split in the amount of 1-for-150, changed the Company’s name to Eva Live Inc.,
changed the Company’s trading symbol from “MLWN” to “GOAI,” and executed an Acquisition Agreement resulting
in a change of control of the Company. On September 10, 2021, the Financial Industry Regulatory Authority (“FINRA”) announced
the effectiveness of a change in the Company’s name from “Malwin Ventures, Inc.” to “Eva Live, Inc.” and
a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”. Trading on the OTCQB
under the new ticker symbol began at market opening on July 11, 2021.

4

On January 28, 2026, after obtaining the required
Nasdaq approval, our common stock started to trade on Nasdaq under the symbol “GOAI”.

We
execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad
spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends
with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,”
an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are
attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the
relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and
direct response campaigns with a fixed conversion point.

Reverse
Capitalization

After
the SEC’s order on BF Borgers CPA in May 2024, the Company reevaluated the significant transaction as reverse capitalization instead
of a reverse acquisition. On the Acquisition Date, the Company entered a reverse capitalization transaction (“Acquisition”)
with EvaMedia. As per SEC 7050 – Reverse Mergers, a reverse recapitalization is a transaction in which a shell company (as defined
in Exchange Act Rule 12b-2) issues its equity interests to effect the acquisition of an operating company. Reverse recapitalization is
accounted for as a capital transaction equivalent to the operating company (i.e., the accounting acquirer, EvaMedia) issuing its equity
for the net assets of the shell company, followed by recapitalization. A reverse recapitalization is not accounted for as a business
combination because the shell company is not a business. Since reverse recapitalization is not accounted for as a business combination,
no goodwill would be recorded because of the reverse recapitalization transaction. Therefore, we have eliminated goodwill of $2,010,606
as of December 31, 2024. Rather, any excess of the fair value of the shares issued by the operating company over the value of the net
monetary assets of the shell company is recognized as a reduction to equity. In a reverse recapitalization, the legal acquirer/issuer
is a shell company, the Company.

Recent
developments

Reverse
Stock Split

On
February 4, 2025, the Company effected a reverse stock split of our outstanding common stock at a 1-for-4 ratio (the “Reverse Stock
Split”). FINRA announced the Reverse Stock Split on February 10, 2025. The common stock commenced trading on a split-adjusted basis
on OTC Markets at the market open on February 11, 2025. The trading symbol for the common stock continued to be “GOAI” after
the Reverse Stock Split, and the CUSIP for the common stock changed to 298892209. Unless otherwise noted, the share and per share information
in this Annual Report and the financial statements and notes included herein reflect the Reverse Stock Split.

5

Promissory
notes

Promissory
Notes with 1800 Diagonal Lending LLC

1800
Diagonal Lending LLC Promissory Note (Diagonal#1), March 12, 2025

On
March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC,
a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory
note (the “Note”) in the aggregate principal amount of $120,455 in exchange for a purchase price of $107,000, reflecting
an original issue discount of $13,455. The Company’s obligation under the Purchase Agreement with respect to transaction expenses
was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general
working capital purposes.

The
Note bears a one-time interest charge of twelve percent (12%), or $14,454, applied to the principal on the issuance date, resulting in
a total repayment obligation of $134,909. The Note matures on January 30, 2026. Any amount of principal or interest not paid when due
bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation
is payable in ten (10) equal installments of $13,490.90 each, with the first payment due on April 30, 2025, and nine subsequent monthly
payments due on the 30th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect
to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company
is approximately 34.91% of the net cash proceeds received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 97% of the outstanding principal
and accrued interest, and from day 61 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior
written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 186,715 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

There
is no balance due remaining under this Note.

6

1800
Diagonal Lending LLC Promissory Note (Diagonal#2), May 28, 2025

On
May 28, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC,
a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory
note (the “Note”) in the aggregate principal amount of $151,800 in exchange for a purchase price of $132,000, reflecting
an original issue discount of $19,800. The Company’s obligation under the Purchase Agreement with respect to transaction expenses
was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general
working capital purposes.

The
Note bears a one-time interest charge of thirteen percent (13%), or $19,734, applied to the principal on the issuance date, resulting
in a total repayment obligation of $171,534. The Note matures on March 30, 2026. Any amount of principal or interest not paid when due
bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation
is payable in ten (10) equal installments of $17,153.40 each, with the first payment due on June 30, 2025, and nine subsequent monthly
payments due on the 30th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect
to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company
is approximately 37.23% of the net cash proceeds received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal
and accrued interest, and from day 61 through day 180, at 97%. The Company must provide no more than three (3) Trading Days’ prior
written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 543,112 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On
January 29, 2026, Holder submitted a notice of conversion of the Company for the conversion of $52,960 or 16,263 shares valued at $3.2565
due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

1800
Diagonal Lending LLC Promissory Note (Diagonal #3), July 25, 2025

On
July 25, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC,
a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory
note (the “Note”) in the aggregate principal amount of $240,120 in exchange for a purchase price of $207,000, reflecting
an original issue discount of $33,120. The Company’s obligation under the Purchase Agreement with respect to transaction expenses
was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general
working capital purposes.

7

The
Note bears a one-time interest charge of twelve percent (12%), or $28,814, applied to the principal on the issuance date, resulting in
a total repayment obligation of $268,934. The Note matures on May 30, 2026. Any amount of principal or interest not paid when due bears
default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable
in five (5) installments as follows: $134,467 due on January 30, 2026; $33,616.75 due on February 28, 2026; $33,616.75 due on March 30,
2026; $33,616.75 due on April 30, 2026; and May 30, 2026. The Company has a five-day grace period with respect to each payment, and a
missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.47%
of the net cash proceeds received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal
and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more
than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 757,775 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On
January 28, 2026, Holder submitted a notice of conversion of the Company for the conversion of $270,434 or 83,044 shares valued at $3.2565
due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

1800
Diagonal Lending LLC Promissory Note (Diagonal #4), September 23, 2025

On
September 23, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending
LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory
note (the “Note”) in the aggregate principal amount of $155,760 in exchange for a purchase price of $132,000, reflecting
an original issue discount of $23,760. The Company’s obligation under the Purchase Agreement with respect to transaction expenses
was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general
working capital purposes.

The
Note bears a one-time interest charge of twelve percent (12%), or $18,691, applied to the principal on the issuance date, resulting in
a total repayment obligation of $174,451. The Note matures on July 30, 2026. Any amount of principal or interest not paid when due bears
default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable
in five (5) installments as follows: $87,225.50 due on March 30, 2026; $21,806.38 due on April 30, 2026, May 30, 2026, and June 30, 2026;
and $21,806.36 due on July 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes
an Event of Default under the Note. The effective cost of this financing to the Company is approximately 39.56% of the net cash proceeds
received.

8

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal
and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more
than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 255,606 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The
total principal balance outstanding as of the date of the Annual Report is $155,760.

1800
Diagonal Lending LLC Promissory Note (Diagonal #5), November 14, 2025

On
November 14, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending
LLC, a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory
note (the “Note”) in the aggregate principal amount of $180,550 in exchange for a purchase price of $157,000, reflecting
an original issue discount of $23,550. The Company’s obligation under the Purchase Agreement with respect to transaction expenses
was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general
working capital purposes.

The
Note bears a one-time interest charge of thirteen percent (13%), or $23,471, applied to the principal on the issuance date, resulting
in a total repayment obligation of $204,021. The Note matures on August 15, 2026. Any amount of principal or interest not paid when due
bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation
is payable in nine (9) equal installments of $22,669 each, with the first payment due on December 15, 2025, and eight subsequent monthly
payments due on the 15th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect
to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company
is approximately 36.01% of the net cash proceeds received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal
and accrued interest, and from day 61 through day 180, at 97%. The Company must provide no more than three (3) Trading Days’ prior
written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 311,226 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The
total principal balance outstanding as of the date of the Annual Report is $180,550.

9

1800 Diagonal Lending LLC Promissory Note (Diagonal #6), January
14, 2026

On January 14, 2026, we entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800
Diagonal” or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate
principal amount of $123,050 in exchange for a purchase price of $107,000, reflecting an original issue discount of $16,050. The Company’s
obligation under the Purchase Agreement with respect to transaction expenses was $7,000 for the Buyer’s legal fees and due diligence
fee. The net proceeds from this transaction are being used for general working capital purposes.

The Note bears a one-time interest charge of thirteen
percent (13%), or $15,996, applied to the principal on the issuance date, resulting in a total repayment obligation of $139,046. The Note
matures on October 15, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent
(22%) per annum from the due date until paid. The total repayment obligation is payable in nine (9) installments, with the first payment
due on February 15, 2026, and eight subsequent monthly payments due on the 15th day of each month thereafter through the maturity date.
The initial eight installments are each in the amount of $15,449.56, and the final ninth installment is $15,449.52. The Company has a
five-day grace period with respect to each payment, and a missed payment constitutes an Event of Default under the Note. The effective
cost of this financing to the Company is approximately 39.05% of the net cash proceeds received.

The Company has the right to prepay the Note in full
at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance.
During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day
180, at 97%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment
option.

The Note is convertible into shares of our common
stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence and during the continuation of an Event of Default.
No conversion right exists absent a default. Upon an Event of Default, the Holder may convert all or any portion of the outstanding and
unpaid balance of the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to 65% of the lowest
Trading Price for the Common Stock during the ten (10) Trading Days prior to the conversion date, representing a 35% discount to market.
The conversion amount may include, at the Holder’s option, the principal amount being converted, accrued and unpaid interest, any
default interest, and any other amounts owed under the Note.

The Holder is subject to a non-waivable beneficial
ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company must issue and deliver shares within three (3) business
days. Failure to deliver within this deadline subjects the Company to a penalty of $2,000 per day. The Company participates in the Depository
Trust Company’s Fast Automated Securities Transfer program and shall use its best efforts to facilitate electronic transfer via
the Deposit and Withdrawal at Custodian system.

In connection with the Note, we have reserved 116,318
shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to
maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion
price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000
authorized shares of Common Stock, of which 150,719,091 shares were issued and outstanding.

The total principal balance outstanding as of the
date of the Annual Report is $123,050.

10

1800
Diagonal Lending LLC Promissory Note (Diagonal #7), January 28, 2026

On
January 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC,
a Virginia limited liability company (“1800 Diagonal” or the “Holder”), pursuant to which we issued a promissory
note (the “Note”) in the aggregate principal amount of $421,260 in exchange for a purchase price of $357,000, reflecting
an original issue discount of $64,260. The Company’s obligation under the Purchase Agreement with respect to transaction expenses
was $7,000 for the Buyer’s legal fees and due diligence fee. The net proceeds from this transaction are being used for general
working capital purposes.

The
Note bears a one-time interest charge of twelve percent (12%), or $50,551, applied to the principal on the issuance date, resulting in
a total repayment obligation of $471,811. The Note matures on November 30, 2026. Any amount of principal or interest not paid when due
bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation
is payable in five (5) installments as follows: $235,905.52 due on July 30, 2026; $58,976.37 due on August 30, 2026, September 30, 2026,
October 30, 2026, and November 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment constitutes
an Event of Default under the Note. The effective cost of this financing to the Company is approximately 34.80% of the net cash proceeds
received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal
and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more
than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 517,438 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The
total principal balance outstanding as of the date of the Annual Report is $421,260.

General
Terms & Conditions for all Diagonal Notes:

The
Note contains customary Events of Default, including: failure to pay principal or interest when due (subject to a five-day cure period
after written notice); failure to issue shares upon valid conversion or to remove restrictive legends (subject to a three-business-day
cure period following a 48-hour demand from the Holder); breach of any material covenant in the Note or Purchase Agreement (subject to
a twenty-day cure period); any material representation or warranty proving false or misleading; assignment for the benefit of creditors
or appointment of a receiver or trustee; institution of bankruptcy, insolvency, reorganization, or liquidation proceedings; failure to
maintain listing of the Common Stock on at least one trading market; failure to comply with, or cessation of, Exchange Act reporting
requirements; dissolution, liquidation, or winding up of the Company or any substantial portion of its business; cessation of operations
or admission of inability to pay debts as they become due; restatement of financial statements filed with the SEC after 180 days from
issuance with material adverse effect; failure to provide irrevocable transfer agent instructions to a successor transfer agent; cross-default
under any other agreements with the Holder or its affiliates; and failure to maintain the required share reserve.

Upon
the occurrence and during the continuation of any Event of Default, the Note becomes immediately due and payable, and the Company is
required to pay the Holder an amount equal to 150% of the sum of the then-outstanding principal, accrued and unpaid interest, any default
interest, and any other amounts owed under the Note (the “Default Amount”). If a default relating to the issuance or delivery
of conversion shares under Section 3.2 of the Note occurs following any other Event of Default, the default percentage increases to 200%.
If the Company fails to pay the Default Amount within five (5) business days of written notice, the Holder has the right to convert the
outstanding balance, including the Default Amount, into shares of Common Stock at the conversion price described above.

11

The
Note and Purchase Agreement contain certain covenants restricting our operations so long as any obligations remain outstanding. We have
agreed not to sell, lease, or otherwise dispose of any significant portion of our assets outside the ordinary course of business without
the Holder’s written consent. We are required to maintain our corporate existence and not sell all or substantially all of our
assets without the Holder’s prior written consent. We must also maintain compliance with the reporting requirements of the Securities
Exchange Act of 1934, as amended, for so long as the Holder beneficially owns the Note.

The
Note contains anti-dilution and adjustment provisions. At the Holder’s option, the sale or disposition of all or substantially
all of our assets, any transaction disposing of more than 50% of our voting power, or any merger or consolidation in which we are not
the survivors, shall be deemed an Event of Default. In the event of any merger, consolidation, recapitalization, or similar event, the
Holder shall have the right to receive upon conversion the stock, securities, or assets it would have received had the Note been converted
immediately prior to such transaction. If we declare or make any distribution of assets to holders of Common Stock, the Holder shall
be entitled upon conversion to receive the assets that would have been payable had the Holder held the conversion shares on the applicable
record date.

The
Note is an unsecured obligation of the Company, free from all taxes, liens, claims, and encumbrances, and is not subject to preemptive
rights or other similar rights of our shareholders. The Holder may assign the Note without our consent, provided each transferee is an
accredited investor as defined in Rule 501(a) of the Securities and Exchange Commission. The Note may also be pledged as collateral in
connection with a bona fide margin account or other lending arrangement.

The
Note and Purchase Agreement are governed by the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws.
Any disputes shall be resolved exclusively in the Circuit Court of Fairfax County, Virginia, or the Alexandria Division of the United
States District Court for the Eastern District of Virginia. Both parties have waived the right to trial by jury.

Promissory
Notes with Boot Capital LLC

Boot
Capital LLC Promissory Note (Boot#1), March 12, 2025

On
March 12, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware
limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the
“Note”) in the aggregate principal amount of $113,455 in exchange for a purchase price of $100,000, reflecting an original
issue discount of $13,455. The net proceeds from this transaction are being used for general working capital purposes.

The
Note bears a one-time interest charge of twelve percent (12%), or $13,614, applied to the principal on the issuance date, resulting in
a total repayment obligation of $127,069. The Note matures on January 30, 2026. Any amount of principal or interest not paid when due
bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation
is payable in ten (10) equal installments of $12,706.90 each, with the first payment due on April 30, 2025, and nine subsequent monthly
payments due on the 30th day of each month thereafter through the maturity date. The Company has a five-day grace period with respect
to each payment, and a missed payment constitutes an Event of Default under the Note. The effective cost of this financing to the Company
is approximately 27.07% of the cash proceeds received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 97% of the outstanding principal
and accrued interest, and from day 61 through day 180, at 98%. The Company must provide no more than three (3) Trading Days’ prior
written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 175,865 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On
January 30, 2026, Holder submitted a notice of conversion of the Company for the conversion of $12,707 or 3,902 shares valued at $3.2565
due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

Boot
Capital LLC Promissory Note (Boot#2), July 25, 2025

On
July 25, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware
limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the
“Note”) in the aggregate principal amount of $116,000 in exchange for a purchase price of $100,000, reflecting an original
issue discount of $16,000. The net proceeds from this transaction are being used for general working capital purposes.

The
Note bears a one-time interest charge of twelve percent (12%), or $13,920, applied to the principal on the issuance date, resulting in
a total repayment obligation of $129,920. The Note matures on May 30, 2026. Any amount of principal or interest not paid when due bears
default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation is payable
in five (5) installments as follows: $64,960 due on January 30, 2026; $16,240 due on February 28, 2026; $16,240 due on March 30, 2026;
$16,240 due on April 30, 2026; and May 30, 2026. The Company has a five-day grace period with respect to each payment, and a missed payment
constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 29.92% of the cash
proceeds received.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay 96% of the outstanding principal
and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more
than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 65% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 35% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

12

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 366,074 shares of Common Stock with our transfer agent, Issuer Direct Corporation, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

On
January 28, 2026, Holder submitted a notice of conversion of the Company for the conversion of $129,920 or 39,895 shares valued at $3.2565
due under the Note for the 144 Shares. There is no balance due remaining under this Note after this Conversion.

Boot Capital LLC Promissory Note (Boot#3), January 14, 2026

On January 14, 2026, we entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware limited liability company (“Boot Capital”
or the “Holder”), pursuant to which we issued a promissory note (the “Note”) in the aggregate principal amount
of $57,500 in exchange for a purchase price of $50,000, reflecting an original issue discount of $7,500. The net proceeds from this transaction
are being used for general working capital purposes.

The Note bears a one-time interest charge of thirteen
percent (13%), or $7,475, applied to the principal on the issuance date, resulting in a total repayment obligation of $64,975. The Note
matures on October 15, 2026. Any amount of principal or interest not paid when due bears default interest at the rate of twenty-two percent
(22%) per annum from the due date until paid. The total repayment obligation is payable in nine (9) equal installments of approximately
$7,219.40 each, with the first payment due on February 15, 2026, and eight subsequent monthly payments due on the fifteenth day of each
month thereafter through the maturity date. The Company has a five-day grace period with respect to each payment, and a missed payment
constitutes an Event of Default under the Note. The effective cost of this financing to the Company is approximately 29.95% of the cash
proceeds received.

The Company has the right to prepay the Note in full
at any time with no prepayment penalty. In addition, the Note provides for discounted prepayment during the first 180 days following issuance.
During the first 60 days, the Company may prepay at 96% of the outstanding principal and accrued interest, and from day 61 through day
180, at 97%. The Company must provide no more than three (3) Trading Days’ prior written notice to the Holder to exercise the prepayment
option.

The Note is convertible into shares of our common
stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence and during the continuation of an Event of Default.
No conversion right exists absent a default. Upon an Event of Default, the Holder may convert all or any portion of the outstanding and
unpaid balance of the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to 65% of the lowest
Trading Price for the Common Stock during the ten (10) Trading Days prior to the conversion date, representing a 35% discount to market.
The conversion amount may include, at the Holder’s option, the principal amount being converted, accrued and unpaid interest, any
default interest, and any other amounts owed under the Note.

The Holder is subject to a non-waivable beneficial
ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company must issue and deliver shares within three (3) business
days. Failure to deliver within this deadline subjects the Company to a penalty of $2,000 per day. The Company participates in the Depository
Trust Company’s Fast Automated Securities Transfer program and shall use its best efforts to facilitate electronic transfer via
the Deposit and Withdrawal at Custodian system.

In connection with the Note, we have reserved 54,354
shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential issuance upon conversion. We are required to
maintain a reserve of four times the number of shares actually issuable upon full conversion of the Note at the then-current conversion
price. Failure to maintain the required reserve constitutes an Event of Default. As of the date of the Purchase Agreement, we had 300,000,000
authorized shares of Common Stock, of which 150,719,091 shares were issued and outstanding.

The total principal balance outstanding as of the
date of the Annual Report is $57,500.

Boot
Capital LLC Promissory Note (Boot#4), January 28, 2026

On
January 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Boot Capital LLC, a Delaware
limited liability company (“Boot Capital” or the “Holder”), pursuant to which we issued a promissory note (the
“Note”) in the aggregate principal amount of $177,000 in exchange for a purchase price of $150,000, reflecting an original
issue discount of $27,000. The net proceeds from this transaction are being used for general working capital purposes.

The
Note bears a one-time interest charge of twelve percent (12%), or $21,240, applied to the principal on the issuance date, resulting in
a total repayment obligation of $198,240. The Note matures on November 30, 2026. Any amount of principal or interest not paid when due
bears default interest at the rate of twenty-two percent (22%) per annum from the due date until paid. The total repayment obligation
is payable in five installments as follows: $99,120 due on July 30, 2026; $24,780 due on August 30, 2026; $24,780 due on September 30,
2026; $24,780 due on October 30, 2026; and November 30, 2026. The Company has a five-day grace period with respect to each payment, and
a missed payment constitutes an Event of Default under the Note.

The
Company has the right to prepay the Note in full at any time with no prepayment penalty. In addition, the Note provides for discounted
prepayment during the first 180 days following issuance. During the first 60 days, the Company may prepay at 96% of the outstanding principal
and accrued interest; from day 61 through day 120, at 97%; and from day 121 through day 180, at 98%. The Company must provide no more
than three Trading Days’ prior written notice to the Holder to exercise the prepayment option.

The
Note is convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), only upon the occurrence
and during the continuation of an Event of Default. No conversion right exists absent a default. Upon an Event of Default, the Holder
may convert all or any portion of the outstanding and unpaid balance of the Note into fully paid and non-assessable shares of Common
Stock at a conversion price equal to 75% of the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the
conversion date, representing a 25% discount to market. The conversion amount may include, at the Holder’s option, the principal
amount being converted, accrued and unpaid interest, any default interest, and any other amounts owed under the Note.

The
Holder is subject to a non-waivable beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon receipt of a notice of conversion, the Company
must issue and deliver shares within three (3) business days. Failure to deliver within this deadline subjects the Company to a penalty
of $2,000 per day. The Company participates in the Depository Trust Company’s Fast Automated Securities Transfer program and shall
use its best efforts to facilitate electronic transfer via the Deposit and Withdrawal at Custodian system.

In
connection with the Note, we have reserved 217,411 shares of Common Stock with our transfer agent, Equiniti Trust Company LLC, for potential
issuance upon conversion. We are required to maintain a reserve of four times the number of shares actually issuable upon full conversion
of the Note at the then-current conversion price. Failure to maintain the required reserve constitutes an Event of Default. As of the
date of the Purchase Agreement, we had 300,000,000 authorized shares of Common Stock, of which 31,342,285 shares were issued and outstanding.

The
total principal balance outstanding as of the date of the Annual Report is $177,000.

13

General
Terms & Conditions for all Boot Capital Notes:

The
Note contains customary Events of Default, including: failure to pay principal or interest when due (subject to a five-day cure period
after written notice); failure to issue shares upon valid conversion or to remove restrictive legends (subject to a three-business-day
cure period); breach of any material covenant in the Note or Purchase Agreement (subject to a twenty-day cure period); any material representation
or warranty proving false or misleading; assignment for the benefit of creditors or appointment of a receiver or trustee; institution
of bankruptcy, insolvency, reorganization, or liquidation proceedings; failure to maintain listing of the Common Stock on at least one
trading market; failure to comply with, or cessation of, Exchange Act reporting requirements; dissolution, liquidation, or winding up
of the Company or any substantial portion of its business; cessation of operations or admission of inability to pay debts as they become
due; restatement of financial statements filed with the SEC after 180 days from issuance with material adverse effect; failure to provide
irrevocable transfer agent instructions to a successor transfer agent; cross-default under any other agreements with the Holder or its
affiliates; and failure to maintain the required share reserve.

Upon
the occurrence and during the continuation of any Event of Default, the Note becomes immediately due and payable, and the Company is
required to pay the Holder an amount equal to 150% of the sum of the then-outstanding principal, accrued and unpaid interest, any default
interest, and any other amounts owed under the Note (the “Default Amount”). If a default relating to the issuance or delivery
of conversion shares under Section 3.2 of the Note occurs following any other Event of Default, the default percentage increases to 200%.
If the Company fails to pay the Default Amount within five (5) business days of written notice, the Holder has the right to convert the
outstanding balance, including the Default Amount, into shares of Common Stock at the conversion price described above.

The
Note and Purchase Agreement contain certain covenants restricting our operations so long as any obligations remain outstanding. We have
agreed not to sell, lease, or otherwise dispose of any significant portion of our assets outside the ordinary course of business without
the Holder’s written consent. We are required to maintain our corporate existence and not sell all or substantially all of our
assets without the Holder’s prior written consent. We must also maintain compliance with the reporting requirements of the Securities
Exchange Act of 1934, as amended, for so long as the Holder beneficially owns the Note.

The
Note contains anti-dilution and adjustment provisions. At the Holder’s option, the sale or disposition of all or substantially
all of our assets, any transaction disposing of more than 50% of our voting power, or any merger or consolidation in which we are not
the survivor, shall be deemed an Event of Default. In the event of any merger, consolidation, recapitalization, or similar event, the
Holder shall have the right to receive upon conversion the stock, securities, or assets it would have received had the Note been converted
immediately prior to such transaction. If we declare or make any distribution of assets to holders of Common Stock, the Holder shall
be entitled upon conversion to receive the assets that would have been payable had the Holder held the conversion shares on the applicable
record date.

The
Note is an unsecured obligation of the Company, free from all taxes, liens, claims, and encumbrances, and is not subject to preemptive
rights or other similar rights of our shareholders. The Holder may assign the Note without our consent, provided each transferee is an
accredited investor as defined in Rule 501(a) of the Securities and Exchange Commission. The Note may also be pledged as collateral in
connection with a bona fide margin account or other lending arrangement.

The
Note and Purchase Agreement are governed by the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws.
Any disputes shall be resolved exclusively in the Circuit Court of Fairfax County, Virginia, or the Alexandria Division of the United
States District Court for the Eastern District of Virginia. Both parties have waived the right to trial by jury.

Promissory
Note with an Individual

On
December 10, 2025, we entered into a Convertible Promissory Note Agreement (the “Agreement”) with an individual (“Lender”),
pursuant to which we issued a convertible promissory note (the “Note”) in the principal amount of $110,000 in exchange for
a funding amount of $100,000, reflecting an original issue discount of $10,000, or ten percent (10%) of the principal amount. The net
proceeds from this transaction are being used for general corporate purposes.

The
outstanding principal bears simple interest at the rate of ten percent (10%) per annum, calculated based on a 365-day year. Based on
the one-year term, the total interest accruing through maturity is $11,000, resulting in a total amount due at maturity of $121,000.
The Note matures on December 10, 2026. Unless earlier converted or prepaid, all outstanding principal and accrued interest shall be due
and payable in full on the maturity date. The Note does not provide for periodic instalment payments; the entire balance is payable as
a single lump sum at maturity. The effective cost of this financing to the Company is approximately 21.00% of the cash proceeds received,
inclusive of the original issue discount and one year of accrued interest.

The
Note may be prepaid prior to the maturity date. The Agreement does not provide for any prepayment penalties, discounts, or premium charges
in connection with early repayment of the Note.

The
Note is convertible into shares of our common stock at a fixed conversion price of $2.60 per share. Unlike the variable-price conversion
features contained in certain of our other outstanding promissory notes, the conversion price under this Note is fixed and is not subject
to adjustment based on the market trading price of our Common Stock. The number of shares issuable upon conversion is calculated by dividing
the sum of the outstanding principal and accrued interest by the conversion price. Assuming full conversion of the entire principal and
one year of accrued interest at maturity, a total of approximately 46,538 shares of Common Stock would be issuable upon conversion.

The
Lender may elect to convert all or any portion of the outstanding principal and accrued interest into shares of Common Stock at the Lender’s
sole discretion at any time during the term of the Note. The conversion right is voluntary and is not conditioned upon the occurrence
of an Event of Default. In addition, upon the occurrence of an Event of Default, the Lender shall have the right to convert all outstanding
principal and accrued interest into shares of Common Stock at the fixed conversion price. The Agreement does not contain a beneficial
ownership limitation restricting the number of shares that may be acquired upon conversion.

The
Agreement does not contain a specific share reservation requirement or irrevocable transfer agent instructions. Based on the fixed conversion
price of $2.60 per share and the total amount due at maturity of $121,000, a maximum of approximately 46,538 shares of Common Stock would
be issuable upon full conversion of the Note.

The
Note contains four Events of Default: (a) failure by the Company to pay any amount due under the Note within ten (10) days of when due;
(b) breach by the Company of any material representation, warranty, or covenant contained in the Agreement; (c) insolvency of the Company,
bankruptcy filing, or assignment for the benefit of creditors; and (d) any material adverse change in the Company’s financial condition
or business operations.

14

Upon
the occurrence of an Event of Default, the Lender shall have the right to convert all outstanding principal and accrued interest into
shares of Common Stock at the fixed conversion price of $2.60 per share. The Agreement does not provide for a default interest rate,
acceleration premium, or penalty multiplier upon the occurrence of an Event of Default. The remedies available to the Lender upon default
are limited to the conversion right described above and any other remedies available at law or in equity.

The
Agreement contains representations and warranties by the Company, including that the Company is duly organized and validly existing,
has full power and authority to execute the Agreement and perform its obligations, and that the Agreement constitutes a valid and binding
obligation enforceable in accordance with its terms. The Agreement does not contain restrictive covenants relating to asset dispositions,
corporate existence maintenance, or Exchange Act reporting compliance.

The
Agreement does not contain anti-dilution provisions, adjustment mechanisms for mergers, consolidations, or similar corporate transactions,
or distribution protections. The fixed conversion price of $2.60 per share is not subject to adjustment for any reason.

The
Note is an unsecured obligation of the Company. The Agreement does not contain provisions regarding assignability, pledging as collateral,
or transferability of the Note by the Lender.

The
Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The Agreement does not
specify an exclusive venue or jurisdiction for the resolution of disputes. Both parties retain all rights available at law or in equity.

The
total principal balance outstanding as of the date of the Annual Report is $110,000.

Private Placement

On
February 23, 2026, Eva Live Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with Streeterville Capital, LLC, an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company
agreed to sell, and the Investor agreed to purchase, a secured convertible note of the Company, in the aggregate original principal amount
of $7,560,000 (the “Initial Note”), which is convertible into common stock of the Company. Pursuant to the Purchase Agreement
the Investor shall also have the right, for a period of 24 months after the Closing, to purchase up to $4,320,000.00 of principal amount
of additional notes in one or more tranches. At Closing, the Company received gross proceeds of $7,000,000 for the Initial Note, which
represents original issuance discount of 8%.

Our
Current Operations

We
execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad
spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends
with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,”
an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are
attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the
relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and
direct response campaigns with a fixed conversion point.

Since
September 28, 2021, the Company has operated at the junction of digital marketing and media monetization. We enable market awareness
of companies and brands by providing best-in-class digital marketing and monetization services on the Internet. Our typical customers
are advertising agencies (classified under SIC7319) and businesses in various industries seeking to market their products and services
using our platform, including media companies, financial institutions, and other retail entities. Most of our customers are from North
America, mainly the US and Canada. For the fiscal year ending December 31, 2025, we had seventeen (17) customers, primarily from North
America, compared to sixteen (16) customers for the previous period ending December 31, 2024. The top three customers represent over
61.05% and 60.78% of revenue for the fiscal year ending December 31 30, 2025, and 2024. Our company’s financial health is highly
dependent on these top customers. If any of them were to significantly reduce their spending or cease doing business with your company,
it could have a major impact on your revenue and overall financial health. These clients utilize our platform to advertise with media
outlets and participate in media buying services, including acquiring online traffic through the Eva Platform. We also deal with businesses
(as described under NAICS 541810) that utilize our in-house digital marketing capabilities, including advice, creative services, account
management, production of advertising material, media planning, and buying (i.e., placing advertising).

In
November 2020, the Company completed the development of the Eva XML Platform, where the Platform buys traffic from various sources and
sells that traffic to landing pages that display advertising via XML feeds. A price discrepancy exists between buying traffic on display
and native platforms for specific keywords in an ad campaign and the XML search feeds. The Eval XML Platform manages the entire ad buying/selling
process by integrating into Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook. The Eva XML Platform creates thousands of ads
with the push of a button. The Eva XML Platform manages the spending depending on the performance of keywords in the ad campaign to maximize
the arbitrage revenue.

The
Company earns revenues from advertisers by signing purchase or insertion orders based on Standard Terms and Conditions for Internet Advertising
for Media Buys One Year or Less, Version 3.0, as defined in 4’s/IAB. We intend to offer media companies and advertising agencies
a standard for conducting business that is acceptable to both parties based on such terms and conditions. When incorporated into an insertion
order, this protocol represents the Company and its customers’ shared understanding of doing business. The Company may also sign
additional documents to cover sponsorships and other arrangements involving content association, integration, and special production.
The Company considers an insertion order with its customers a binding contract with the customer or other similar documentation reflecting
the terms and conditions under which it provides products or services. As a result, the Company considers the insertion order persuasive
evidence of an arrangement. Each insertion is specific to the customer, defines each party’s fee schedule, duties, and responsibilities,
and is governed by 4’s/IAB Version 3.0 for renewal and termination terms, confidentiality agreement, dispute resolution, and other
clauses necessary for such contract.

We
sign the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4As) standard terms and conditions
for internet advertising for media buys one year or less. We execute an Insertion Order (IO) with our customers, a formal, contractual
document used in advertising. It outlines the specifics of an advertising campaign a client has agreed to run with an advertising sales
agency or a publisher. It serves as a purchase order but for media space or time slots, and its primary function is to specify the obligations
of all parties involved. We comply with the IO, including all Ad placement restrictions, and provide Ads to the Site specified on the
IO when an Internet user visits such a Site. We sent the initial invoice upon completion of the first month’s delivery or within
30 days of completion of the IO, whichever is earlier. Our customers will make payment 30 days from receipt of the invoice or as otherwise
stated in a payment schedule set forth on the IO. We hold customers liable for payments solely to the extent proceeds have cleared from
Advertiser to Agency for Ads placed following the IO. We provide reports at least as often as weekly, either electronically or in writing,
unless otherwise specified on the IO. Our customers may cancel the entire IO, or any portion thereof, as follows:

●
With
14 days prior written notice to us, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM (cost per
thousand impressions) Deliverables.

●
With
seven (7) days prior written notice to us, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC
(cost per clicks) Deliverables, CPL (cost per leads) Deliverables, or CPA (cost per acquisition) Deliverables, as well as some non-guaranteed
CPM Deliverables.

●
With
30 days prior written notice to us, without penalty, for any flat fee-based or fixed-placement Deliverables.

15

●
Either
party may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not
cured within ten days after receipt of written notice thereof from the non-breaching party.

Our
contract includes other standard terms and conditions, including but not limited to force majeure, indemnification, limitation of liability,
non-disclosure, data usage and ownership, privacy and laws, third-party ad serving and tracking (applicable if third-party ad server
is used), and other legally binding clauses.

We
execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad
spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends
with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,”
an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are
attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the
relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create awareness and direct
response campaigns with a fixed conversion point.

The
Company also owns the Eva XML Platform, which buys traffic from various sources and sells that traffic to landing pages that display
advertising via XML feeds. A price discrepancy exists between buying traffic on display and native platforms for specific keywords in
an ad campaign and the XML search feeds. The Eval XML Platform manages the entire ad buying/selling process by integrating into Google,
Microsoft, Taboola, Revcontent, Gemini, and Facebook. It allows thousands of ads to be created with the push of a button. The Eva XML
Platform manages the spending depending on the performance of keywords in the ad campaign to maximize the arbitrage revenue.

Russia
– Ukraine Conflict

The
geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the
two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional
sanctions on Russia and specific individuals. The Company has no operational exposure in the region affected by war. As of the date of
this report, there has been no disruption in our operations.

Middle
East Conflict

At
the end of February 2026 an armed conflict between the United Staes and Israel and the Islamic Republic of Iran has begun. This conflict
has impacted several other countries in the region, such as Kuwait, Qatar, the United Arab Emirates (UAE), Saudi Arabia, Bahrain,, Iraq,
Jordan, and Cyprus. The Company has no operational exposure in the region affected by this conflict. As of the date of this report, there
has been no disruption in our operations.

Our
Revenue Model

We
can generate revenues as a principal-based or an agency-based service provider. At present, we generate revenues on a principal-based
model.

Under
the principal-based agency, the Company takes the principal position in the contract. The Company uses its Eva Platform to buy media
(advertising inventory) directly from the media sellers. The Company repackages the advertising inventory for sale to clients. The Company
also performs other advertising and branding work for the client, such as developing a landing page, website, widget design, banner design,
and so on. The Company receives the Ad Spend or a marketing budget from the client to perform such services. In some instances, these
services are performed non-disclosed, meaning the client does not know what the Company paid for the media space, time, or development.
The Company recognizes the total Ad Spend of the client as its revenue.

16

Under
the agency-based model, the Company acts as an agent of the client and negotiates deals with media sellers. The client is responsible
for paying the media sellers directly or for paying the Company, which then pays the media sellers on behalf of the client. Under the
agency-based model, the Company earns revenue by charging clients a platform fee based on a percentage of a client’s total spend
(Ad Spend) on the purchase of advertising from the Advertising Inventory Supplier (seller). We keep a portion of that advertising spend
as a fee and remit the remainder to the seller. The Company has no leverage to control the cost of the seller’s inventory before
the client’s purchase. The platform fee we intend to charge clients is a percentage of their purchases through our platform, similar
to a commission, and the platform fee is not contingent on the results of an advertising campaign.

We
recognize revenue upon fulfilling our contractual obligations with a complete transaction, subject to satisfying all other revenue recognition
criteria.

Business
Strategy

Our
team members have successfully run advertising campaigns for products and brands, ranging from consumer products to clothing items to
automobiles. We provide a differentiated solution that is simple, powerful, scalable, and extensible across geographies, industry verticals,
and display, mobile, social, and video digital advertising channels. We expect our Eva Platform to be fully automated, scalable, and
cost-effective, as it will allow us to run several campaigns simultaneously. As the number of campaigns grows, we scale up our technology
and hardware rather than increasing our workforce. Consequently, we can grow operations cost-effectively as we acquire new clients if
our platform’s demand and acceptance increase. We intend to expand our core business, increase market share, and improve profitability
principally by deploying the following growth strategies:

●
Completed the initial integration of AI in the fiscal year ending December
31, 2025;

●

We
intend to continue innovating in AI and machine learning technology to improve the Eva Platform and augment its features and functionalities.

●

We
view big data as one of our critical competitive advantages. We will continue to invest resources in growing our data offerings,
both from third-party providers and our proprietary data;

●
Ramp
up paid customers through our digital and traditional marketing strategies;

●
Continue
to enhance and promote our core proprietary Eva Platform and Eva XML Platform;

●
Future
growth will depend on the timely development and successful distribution of our AdTech solutions by signing larger deals in the United
States and globally.

●
Increase
our software development capabilities to develop disruptive and next-generation machine learning and artificial intelligence-driven
technologies to grow and retain our customer base;

●
Improving
the share of current clients’ advertising budgets and ad spends as many of our present and potential clients spend a larger
percentage of their advertising budgets on programmatic channels and

●
Grow
customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships.

Industry
and Competitive Analysis

Our
industry is extremely competitive and fragmented. The Company directly competes with other demand-side platform (“DSP”) providers.
A DSP is a technology platform that enables advertisers and agencies to automate the purchasing of digital advertising inventory across
multiple channels. By leveraging real-time bidding (“RTB”) and data-driven targeting, DSPs allow advertisers to reach specific
audiences efficiently, optimizing ad campaigns for performance and cost-effectiveness.

17

The
digital marketing ecosystem is divided into buyers (advertisers), sellers (publishers), and marketplaces. The landscape has several segments,
such as display and programmatic, mobile, video, search engine, content advertisement, and social ads.

We
believe that participants on the buy-side or sell-side should be advocates for their buyers or sellers, while those in the market business
should act as referees or have market-driven incentives to protect or enhance the integrity of the marketplace. We believe there are
inherent conflicts of interest when market participants serve both buyers and sellers simultaneously.

The
DSP market has experienced significant growth in recent years and is projected to continue its upward trajectory:

●
Fortune Business Insights valued the global DSP market at approximately
$38.9 billion in 2025 and projects it to grow from $48.2 billion in 2026 to $194.4 billion by 2034, at a CAGR of 19% during the forecast
period. North America dominated the market with a 38.9% share in 2025, valued at approximately $15.1 billion.

●
Business Research Insights estimates the global DSP system
market at $42.2 billion in 2025, with projections to reach $306.7 billion by 2034, exhibiting a CAGR of approximately 24.7%. Real-time
bidding remains the dominant segment, accounting for the largest share at over 60% of DSP transaction volume.

●
Straits Research valued the global DSP market for programmatic
advertising at $21.8 billion in 2025, with expectations to reach $112.2 billion by 2033, at a CAGR of 22.7%.

These
projections underscore the robust expansion and increasing adoption of DSPs in the digital advertising landscape. Programmatic advertising
accounted for approximately 85% of all digital display ad spending in 2025, reflecting the industry’s decisive shift toward automated,
data-driven media buying.

Key
Drivers of Growth

Several
factors contribute to the rapid growth of the DSP market:

Rise
in Programmatic Advertising. The shift towards automated, data-driven ad buying has propelled the adoption of DSPs, enabling advertisers
to manage and optimize campaigns in real time. Programmatic advertising now drives over 55% of DSP market growth, with mobile and video
ad spend contributing an additional 30%.

Advancements
in AI and Machine Learning. Integration of AI technologies enhances targeting capabilities, bid optimization, and overall campaign
performance, making DSPs more effective and attractive to advertisers. AI-driven optimization adoption within DSPs has increased by approximately
50% year-over-year, with capabilities expanding into predictive pacing, audience segmentation, and explainable decision-making. Leading
platforms now deploy AI for real-time creative rotation, automated bidding, and performance forecasting, and advertisers are increasingly
demanding transparency in how AI-driven decisions are made.

Expansion
of Digital Channels. The proliferation of digital platforms, including mobile apps, social media, and connected TV (“CTV”),
has increased the demand for centralized platforms like DSPs to manage cross-channel advertising efforts. Connected TV has emerged as
the fastest-growing advertising channel, with authenticated CTV inventory becoming a critical differentiator among competing DSP platforms.
Mobile advertising spending was projected to exceed $70 billion by the end of 2025, driving mobile-first DSP strategies across the industry.

Privacy-Driven
Identity Solutions. Stricter data privacy regulations, including GDPR in Europe and CCPA in California, are reshaping the DSP landscape.
DSPs are adapting through the development and adoption of first-party data strategies, identity resolution frameworks such as Unified
ID 2.0, and privacy-safe collaboration tools, including data clean rooms. Over 55% of brand and agency professionals reported increased
adoption of first-party and enriched data tools in 2025 as the industry transitions away from third-party cookie-based targeting.

18

Impact
of Artificial Intelligence on Our Business

Artificial
intelligence has become a transformative force across the demand-side platform industry, fundamentally reshaping how digital advertising
campaigns are planned, executed, optimized, and measured. The rapid adoption of AI technologies throughout the DSP ecosystem presents
both significant opportunities and material competitive challenges for our business.

AI-Driven
Opportunities. AI is being integrated into every layer of the DSP technology stack, from real-time bid optimization and predictive
audience modeling to generative creative production and cross-channel measurement. These capabilities have the potential to democratize
advanced advertising functionality that was previously available only to the largest platforms with extensive proprietary data sets.
For smaller and independent DSP providers, AI technologies may serve as an equalizer by enabling more sophisticated targeting, campaign
optimization, and creative personalization at lower cost and at scale.

Specifically,
AI is advancing DSP capabilities in several key areas. In bid optimization, leading DSPs are deploying AI models that move beyond simple
cost-per-acquisition bidding to predict customer lifetime value and identify high-value new customers in real time, enabling more efficient
allocation of advertising spend. In audience targeting, AI-powered segmentation tools analyze vast data sets to construct detailed user
profiles and identify behavioral patterns that improve ad relevance and campaign performance. AI adoption among small and medium enterprises
in the retail sector rose by 22% in 2025, enabling over 500 companies to optimize ad targeting and increase conversion rates by up to
19%, according to a 2025 Gartner report.

In
creative production, generative AI is accelerating the development of ad creative at scale. Dynamic creative optimization (“DCO”)
systems now incorporate generative AI to assemble and test ad variants in real time based on audience context and performance signals.
According to the IAB’s 2025 Digital Video Ad Spend & Strategy report, 86% of advertisers are already using or planning to use
generative AI for video ad production, and by 2026, generative AI is expected to underpin approximately 40% of all video advertising
creative. In measurement and attribution, AI-driven systems are enabling multi-touch attribution, incrementality testing, and marketing
mix modeling that connect ad exposure patterns directly to business outcomes, closing the loop between campaign spending and revenue
impact.

Competitive
Risks from AI. While AI presents opportunities for the Company, it also amplifies the competitive advantages of the dominant DSP
platforms. The three largest DSP providers — Google’s Display & Video 360, Amazon DSP, and The Trade Desk — possess
vast proprietary data sets, including first-party consumer shopping data, search behavior, and streaming viewership, which enhance the
effectiveness of their AI-driven targeting and optimization models. These data advantages create significant barriers to entry and make
it increasingly difficult for smaller DSP providers to match the targeting precision and campaign performance of the largest platforms.
The Trade Desk, for example, processes approximately 15 million ad impressions per second, providing a scale of real-time training data
that is difficult to replicate.

Additionally,
the capital intensity of developing and maintaining competitive AI capabilities is substantial. Building proprietary machine learning
models, maintaining the computing infrastructure required for real-time inference at scale, and attracting specialized AI talent require
significant ongoing investment. Larger competitors with greater financial resources are better positioned to make these investments and
to acquire AI-native companies that offer complementary capabilities.

AI
Governance and Brand Safety Risks. The integration of AI into advertising operations introduces new governance and brand safety risks.
An IAB study conducted in 2025 found that over 70% of marketers had already encountered an AI-related incident in their advertising,
including hallucinated copy, algorithmic bias, or off-brand content, yet fewer than 35% planned to increase investment in AI governance
or brand-integrity oversight. These risks require DSP providers to invest in quality controls, review workflows, and clear accountability
frameworks for how AI models are deployed within their platforms. Failure to adequately address AI governance could result in reputational
harm to both the DSP provider and its advertising clients.

19

Enterprise
AI adoption in marketing has surged from approximately 40% in 2023 to 82% in 2025, according to the 2025 Wharton AI Adoption Report,
with 46% of employees now using generative AI daily. However, only 25% of organizations report achieving expected return on investment
from their AI implementations, highlighting the execution challenges that persist across the industry. The Company’s ability to
effectively integrate AI capabilities into its DSP platform, while managing the associated costs and governance requirements, will be
a significant factor in its long-term competitive positioning.

Industry
Trends and Developments

The
DSP landscape is continually evolving, with notable trends shaping its future:

Consolidation
and Mergers. The industry has seen significant mergers and acquisitions, most notably the completion of Omnicom Group’s acquisition
of Interpublic Group on November 26, 2025, in an approximately $13 billion all-stock transaction. The combined entity, with pro forma
combined revenue exceeding $25 billion, is the world’s largest advertising and marketing company and is focused on leveraging data,
technology, AI, and its advanced intelligence platform to unify paid, owned, earned, and commerce channels.

Connected
TV and Streaming Partnerships. The competitive landscape for CTV advertising experienced a significant shift in June 2025 when Amazon
Ads and Roku announced an exclusive partnership integrating Amazon’s DSP with Roku’s CTV operating system, creating the largest
authenticated CTV footprint in the United States with access to over 80 million logged-in U.S. households. This partnership established
a unified, data-rich, full-funnel advertising platform combining Amazon’s first-party shopping data with Roku’s streaming
audience data, intensifying competitive pressure on other DSP providers.

Regulatory
Scrutiny. In April 2025, the U.S. District Court for the Eastern District of Virginia ruled in a landmark DOJ antitrust case that
Google had illegally monopolized the publisher ad server and ad exchange markets, finding that Google’s conduct “substantially
harmed” publishers and consumers of information on the open web. This ruling followed Google’s separate August 2024 antitrust
loss regarding its search monopoly, for which the court imposed behavioral remedies in September 2025 — including a ban on exclusive
distribution agreements — while declining to order the DOJ’s requested divestiture of the Chrome browser. In a related state-led
action, the Texas Attorney General reached a $1.375 billion settlement with Google in May 2025 over digital advertising antitrust claims.
These ongoing legal proceedings, combined with parallel investigations in the European Union, may create opportunities for independent
DSP providers as the regulatory environment continues to evolve.

Market
Concentration Among Major Platforms. Analysis of programmatic spending patterns in 2025 indicates that three major DSP platforms
— Google’s Display & Video 360 (“DV360”), Amazon DSP, and The Trade Desk — collectively control approximately
86% of the DSP market share. DV360 maintained the largest position at approximately 47%, followed by Amazon DSP at approximately 20%
and The Trade Desk at approximately 19%. This concentration underscores the competitive challenges facing smaller and independent DSP
providers, while also highlighting the potential market opportunities that may arise from ongoing antitrust enforcement and regulatory
scrutiny of the dominant platforms.

Emergence
of AI-Native Advertising Platforms. The advertising technology landscape is being reshaped by the emergence of AI-native companies
that have built their platforms around artificial intelligence and deep learning from inception, rather than retrofitting AI capabilities
onto legacy systems. These companies are attracting significant venture capital and advertiser adoption, and their growth reflects the
broader industry shift toward AI-driven campaign management. The entry of AI-native competitors introduces additional competitive pressure
across all segments of the DSP market, including the segments in which we operate.

Leading
DSP Providers

Several
companies have established themselves as leaders in the DSP market:

The
Trade Desk. Recognized as the largest independent DSP, The Trade Desk offers a self-service platform for advertisers to manage digital
campaigns across various channels. In 2025, the company advanced its Kokai AI-powered platform for performance forecasting and introduced
OpenPath for direct publisher integration. The Trade Desk’s Unified ID 2.0, an open-source privacy-safe identity framework, has
gained significant adoption among publishers and ad tech partners as a leading alternative to cookie-based targeting. The Trade Desk
showed 26% revenue growth in 2024, outpacing both overall DSP market growth and Amazon’s advertising growth.

20

Amazon
Advertising. Amazon provides a DSP that allows advertisers to programmatically buy display, video, and audio ads both on and off
the Amazon platform. Amazon’s $60 billion advertising business is now growing faster than its online commerce segment. In 2025,
Amazon aggressively expanded its DSP capabilities through competitive pricing strategies, its exclusive partnership with Roku for CTV
advertising, and enhanced closed-loop attribution that tracks purchases directly tied to ad exposures. Amazon’s integration of
retail media with programmatic buying is redefining how brands allocate their digital budgets.

Google
Display & Video 360. Part of Google’s Marketing Platform, DV360 offers integrated tools for campaign management across
display, video, TV, and more, with exclusive access to Google’s owned properties including YouTube, Search, and Gmail inventory.
DV360 maintained the lowest average CPM in the market at approximately $0.89 in early 2025. However, Google’s DV360 operations
face uncertainty in light of the April 2025 antitrust ruling finding that Google illegally monopolized the ad exchange and publisher
ad server markets, with remedies still pending as of December 31, 2025.

Adobe
Advertising Cloud. Adobe offers a DSP that integrates with other Adobe products, providing data-driven insights and cross-channel
campaign management.

These
platforms offer diverse features and integrations, catering to the varying needs of advertisers in the digital ecosystem.

Emerging
AI-Native DSP Competitors

In
addition to the established DSP providers described above, a new class of AI-native advertising technology companies has emerged that
compete in segments of the DSP market by leveraging artificial intelligence and deep learning as core platform capabilities rather than
supplementary features:

AppLovin.
AppLovin has emerged as one of the most significant AI-driven advertising platforms, surpassing $100 billion in market capitalization
in 2025 on the strength of its AI-powered ad optimization engine. Originally focused on mobile gaming advertising, AppLovin has expanded
into e-commerce, retail media, and cross-channel advertising. Its platform optimizes ad placements and targets accuracy in real time
using proprietary machine learning models, and its rapid growth demonstrates the market’s appetite for AI-native advertising solutions.

Cognitiv.
Cognitiv is a deep learning advertising platform that deploys proprietary neural network algorithms and a GPT-based contextual targeting
product called ContextGPT to predict consumer behavior and optimize ad delivery in real time. The platform can be deployed as an independent
DSP, as curated private marketplaces within other DSPs, or as a managed service. In 2025, Cognitiv expanded its collaboration with OpenAI,
partnered with Index Exchange for real-time programmatic curation using deep learning, integrated with Adform to bring its ContextGPT
product to European advertisers, and increased its client base by 7.5 times. Cognitiv’s approach of using deep learning models
tailored to each brand’s unique campaign needs represents a fundamentally different competitive model than traditional rules-based
DSP platforms.

Chalice
AI. Chalice AI is an AI-native advertising optimization startup that processes advertiser first-party and third-party data through
over 20 proprietary machine learning models to predict impression pricing, available inventory, and campaign performance outcomes. The
platform operates across multiple DSPs and social platforms and has direct integrations with publishers. Chalice AI has achieved two
consecutive years of profitability and represents the emerging category of AI-native companies that build predictive advertising capabilities
from the ground up rather than layering AI onto existing technology stacks.

StackAdapt.
StackAdapt is a self-serve DSP that relies on third-party data providers and contextual targeting. In 2025, StackAdapt launched “Ivy,”
an in-platform AI assistant designed to provide real-time campaign suggestions and optimization recommendations, enabling marketers to
make faster, more informed decisions. StackAdapt is positioned as a mid-market alternative to the largest DSP platforms, with particular
strength in cross-channel display, video, and account-based marketing.

21

Agnitio.
Founded in 2025, Agnitio is an agentic AI platform that seeks to unify fragmented marketing tools and DSP platforms through API integrations
and autonomous AI agents. The platform automates the entire advertising workflow, from audience curation and media allocation to measurement
and reporting, consolidating advertiser data into a single environment. Agnitio is representative of a broader trend toward agentic AI
systems in advertising technology — autonomous agents that can plan, execute, and optimize campaigns with minimal human intervention.

Prescient
AI. Prescient AI provides media measurement and budget optimization solutions for omnichannel e-commerce brands, using proprietary
machine learning models to attribute revenue across the entire media mix and provide daily, campaign-level recommendations to improve
return on ad spend and reduce customer acquisition costs. Unlike traditional marketing mix modeling, Prescient AI measures media halo
effects to determine how campaigns indirectly impact performance across other channels.

The
emergence of these AI-native competitors reflects the broader industry trend toward platforms that embed artificial intelligence into
every aspect of advertising operations. While the established DSP leaders possess significant advantages in scale and data, the AI-native
entrants are demonstrating that purpose-built AI architectures can deliver competitive targeting precision, creative optimization, and
campaign performance, particularly in specialized segments. This dynamic creates both competitive pressure and potential partnership
or acquisition opportunities across the DSP ecosystem.

The
DSP market is poised for substantial growth, driven by technological advancements, the rise of programmatic advertising, the expanding
connected TV landscape, and the increasing importance of privacy-safe identity solutions. The competitive dynamics of the industry are
being reshaped by antitrust enforcement against dominant platforms, strategic partnerships for CTV access, and the integration of AI
across all facets of campaign management. Advertisers are increasingly leveraging DSPs to enhance targeting precision, optimize ad spending,
and achieve better campaign outcomes in an ever-evolving digital environment. We believe these trends create both opportunities and challenges
for smaller DSP providers, as market consolidation among the largest platforms continues alongside regulatory efforts to promote competition.

BOARD
OF DIRECTORS

As
of the date of this Annual Report, the Company has six (6) directors.

On
May 27, 2025, the Company entered into an Independent Director Agreement with Mr. Rizvan Jamal, appointing him as an independent member
of the Board of Directors. Under the terms of the agreement, Jamal is entitled to receive annual cash compensation of $50,000, payable
in equal quarterly instalments of $12,500, for his services as an independent director. The Company will reimburse Jamal for reasonable
and documented out-of-pocket expenses incurred in connection with Board-related duties, including travel expenses. Jamal serves as an
independent contractor, and the agreement does not establish an employer-employee relationship with the Company.

On
June 2, 2025, the Company entered into an Independent Director Agreement with Mr. Ali Shadman, appointing him as an independent member
of the Board of Directors. Under the terms of the agreement, Mr. Shadman is entitled to receive annual cash compensation of $50,000,
payable in equal quarterly instalments of $12,500, for his services as an independent director. The Company will reimburse Mr. Shadman
for reasonable and documented out-of-pocket expenses incurred in connection with Board-related duties, including travel expenses. Mr.
Shadman serves as an independent contractor, and no employer-employee relationship exists between the Company and Mr. Shadman.

22

The
agreements include confidentiality obligations and provide for the Company’s indemnification to the fullest extent permitted under
applicable law and the Company’s governing documents. The Company intends to recognize $12,500 in director compensation expense
for Mr. Ali and Jamal, effective July 1, 2025.

EMPLOYEES

As
of the date of this Annual Report, we have three employees, all of whom are our executive officers. In the future, we may rely on independent
contractors to assist us in marketing and selling our products.

The
Company has entered into a formal employment agreement with its Chief Executive Officer and President, David Boulette. The CEO’s
annual salary is $552,000. The Company accrues compensation payable to the CEO in Accounts Payable and accrued expenses. On May 31, 2025,
the Company entered into an Employment Agreement with David Boulette, appointing him as Chief Executive Officer (CEO) of Eva Live Inc.
Key terms of the agreement include that Boulette is entitled to receive an annual base salary of $552,000 (or $46,000 monthly), payable
in accordance with the Company’s regular payroll schedule. Boulette is eligible for an annual performance bonus equivalent to 5%
of the Company’s net profits before taxes, as determined by the Board of Directors based on the audited financial statements for
the preceding fiscal year. Pursuant to the Executive Stock Options Plan dated May 31, 2025, Boulette was granted 20,000,000 stock options
to acquire shares of the Company’s common stock at an exercise price of $0.10 per share. No options vest prior to January 1, 2026
(Cliff Vesting Date). 20% of the options (4,000,000 shares) will vest on January 1, 2026, with an additional 20% vesting on each of the
following four anniversaries of the grant date (May 31, 2026 – May 31, 2029), subject to continued employment. Any unvested options
are forfeited upon termination before the Cliff Vesting Date. In the event of Change in Control, all unvested options become fully vested
and exercisable. Boulette is entitled to participate in the Company’s employee benefit programs, including health insurance, retirement
plans, and other executive benefits. The Company will reimburse all reasonable and documented business expenses incurred in the performance
of its duties. The agreement includes indemnification provisions and standard confidentiality and non-disclosure clauses. The fair value
of the 20,000,000 stock options granted will be recognized as stock-based compensation expense over the vesting period, commencing from
the grant date, using the straight-line method. No expense has been recognized for the quarter ended December 31, 2025, due to the cliff
vesting condition.

The
Company entered into an Employment Agreement with Imran Firoz on September 22, 2025 (“Firoz Employment Agreement”), for the
employment of Firoz as the Company’s interim Chief Financial Officer. The term of the Firoz Employment Agreement is three (3) months,
and after the passage of six (6) months, the Agreement automatically renews itself unless terminated by either party on 30 days’
written notice. As consideration for Firoz’s employment, the Company shall pay Firoz a $10,500 monthly salary, a performance bonus,
and equity-based compensation, as determined by the Company’s Board of Directors. The Company may terminate Firoz for cause or
no cause, and Firoz may terminate his employment within 30 days’ written notice to the Company.

Phil
Aspin, Director and CEO of AdFlare, and Daryl Walser, Director and Chief Marketing Officer, are not currently bound by any written agreements
for any specific employment term or covenants not to compete. However, we may enter into employment agreements with these people with
appropriate non-competition provisions. Boulette, Mr. Aspin, and Walser devote 100%, 75%, and 75% of their time to the Company’s
business.

CORPORATE
INFORMATION

The
Company’s principal office is 2029 Century Park East, Suite #400N, Los Angeles, CA 90067. Our telephone number is (424)
202-3603.

23

ROUNDING
ERROR

Due
to rounding, numbers presented in the financial statements for the period ending December 31, 2025, and 2024, and throughout the report,
may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.