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Item 1. Business

2022-04-15 compared with 2010-03-30 · 580 added, 251 removed, 1 unchanged (100% of the section changed)

Item 1 - Business

Vivakor, Inc.

is a transdisciplinary research company that develops products in the fields of molecular medicine, electro-optics, biological handling and natural and formulary compounds.

We also provide contract research services for third parties.

We had no employees or significant operations from our inception through March 15, 2008.

In December 2009, we entered into a license agreement with Regeneca International Inc.

(“Regeneca”) a new company that sells natural and organic infused products direct to consumer.

Under the terms of the agreement, we obtained a 15% interest in Regeneca and Regeneca obtained exclusive worldwide distribution rights to sell and distribute our VivaBoost product in the direct-to-consumer market and has committed to purchase $5,000,000 of product over a thirty-six month period.

In the event milestone sales targets are not met during the thirty-six month term, we have the right to modify or terminate the agreement.

On October 20, 2008, we effectively acquired the assets (patents and technology related to medical record bar coding and magnetic resonance imaging (MRI) systems) of HealthAmerica, Inc.

(“HealthAmerica”) by acquiring approximately 84% of HealthAmerica’s outstanding shares.

HealthAmerica has had no significant operations, within the last five years.

Our business model is to be a research hub focused on areas that have both an identified scientific need and a substantial market opportunity with a significant market.

This approach is intended to provide the necessary environment of transdisciplinary collaboration and cross-pollination to advance research and technology acquisition.

Our company mission is to create or acquire distinct intellectual property and technologies that improve the quality of life for individual patients, researchers, clinicians and consumers.

We believe that the development and commercialization of substantive technologies and cures for complex human conditions, illnesses and diseases require a sophisticated approach with contribution from many areas of business and scientific expertise.

Our research and the technology we acquire are anchored by our relationships with collaborative partners and product-specific commercialization strategies.

From the commencement of product conception or acquisition, through development and commercialization, we expect to have collaborative partners or licensing arrangements in place for each of our products.

We expect this model to provide several advantages to our stockholders, including:

(i) a more efficient research and development process;

(ii) a quicker time to market after completion of development;

and (iii) the value-add growth to the hub company, Vivakor, through commercialization and subsidiary spin-off.

We have commenced developing numerous products and currently have one pending utility patent related to the Company's cryovial technology.

In October, 2008, we also acquired a patented MRI software technology that we currently intend to develop.

We generally intend to commercialize our products, after completion of development and any required regulatory approvals, primarily through one of three methods:

(i) a sale of the technology;

(ii) licensing of the product to a manufacturer or distributor or;

(iii) by manufacturing, marketing and directly selling the products ourselves.

Product Research Divisions

Our research efforts are divided into four primary areas of medical and biotechnological development.

Molecular Medicine.

The goal of this division centers on the development of biologically relevant molecules, tests and methods and their application in the practice of medicine.

We plan to translate systems biology (genomics, proteomics, metabalomics, etc.) insights of the molecular and cellular basis of disease into commercializable theranostic (diagnostic/therapeutic) products.

Vivakor scientists will be participants in the discovery and development of new drugs and the early diagnosis of disease states.

The central aim of the molecular medicine division is cancer detection and wound healing, which we anticipate will lead to the development of customized treatments.

Research in stem cell biology and nuclear reprogramming is a critical element in this research.

Electro-Optics .

This division is charged with the development of biomedical and related consumer products that incorporate optical and electronic engineering.

We have actively designed, built and tested several new electro-optic devices to reach previously un-served or underserved areas of the biomedical device market.

Products scheduled for development in this area include:

a digital photorefractor that is intended to modernize child vision screening.

Approval has been granted from Western Institutional Review Board (20080731) to conduct human validation studies of our VivaSight technology on children.

This study is currently being conducted at the University of Iowa Hospitals and Clinics.

Clinical Biomolecular Sensor (CBS):

a label free multiplexed approach for use in the detection and diagnosis of complex human conditions (cancer, infectious diseases, cardiovascular disease, metabolic disorders, auto immune and inflammatory diseases)

Multi-spectral Imaging:

devices to examine burn degree and cutaneous melanoma, and

an optic technology platform to identify or indicate the potential of a middle ear infection.

With the acquisition of HealthAmerica’s SLICES™ technology, we plan to adapt and upgrade this technology to produce enhanced MRI images, which we expect will improve MRI resolution.

See Products and Development Status below.

Biological Handling .

We have developed commercial products for cryogenic preservation, and storage through our VivaThermic Cryovials (USPTO Utility Patent # 12423998).

We plan to explore new techniques to improve methods and products employed for cryogenic preservation, storage and handling.

Future research plans for this division include:

stem cell specific improved cryovials;

cryogenic devices for temperature maintenance and sample transport;

a cryogenic biopsy device (Cryopsy);

improved modular cryogenic freezer designs.

Natural and Formulary Products.

To date, this division has developed two bioactive beverages in the nutraceutical/supplement space, VivaBlend and VivaBoost.

VivaBlend is a highly concentrated extract of natural products rich in antioxidants and other phytochemicals.

VivaBoost is a nutraceutical, bioactive beverage enriched with phytochemicals and antioxidants.

In December 2009, Vivakor entered into an agreement with Regeneca International, Inc.

giving Regeneca the exclusive rights to distribute VivaBoost in the direct-to-consumer market (VivaBoost is to be distributed by Regeneca its RegeneBlend product).

Further work in this area will focus on the investigation, validation and adaptation of medical herbalism or botanical medicine into commercial products.

Contract Research Services

We have also performed contract research and development.

This includes contracts to perform several studies to investigate and validate topical product claims.

Development Phases and Milestones

Our pathway for development of products follows one of two routes to commercialization.

First is a short-term path in which products for which an expedited regulatory oversight is available are rapidly pushed to the prototype and alpha testing phase.

These projects represent rapidly commercializable technologies and products that will have the potential to generate revenue quickly.

Second is a long-term path in which more involved and complex projects are developed.

These products typically require substantial regulatory oversight or approval.

We anticipate that cash flow generated by the short-term projects will help to fund the long-term projects.

These longer incubating projects characteristically represent breakthrough technologies with more risk but higher revenue potential.

See Risk Factors.

The following table outlines the general phases of development and milestones for each of our product candidates.

VIVAKOR R&D Product Pipeline Steps & Phases

Targeted Brainstorming/Idea Generation

Analysis & Protection of Intellectual Property

Idea Selection

Apply for Public Monies and Grants

IP Protection Review

Technology Proof-of-concept (SBIR Phase I)

Prototype Design & Build (SBIR Phase I)

Laboratory (in vitro) Prototype Testing (SBIR Phase I/Phase II)

IP Protection Review

Regulatory Documentation and Filing (IRB, IDE, 510K, FDA)

Trial Product Validation using in vivo Model (SBIR Phase II)

Small Scale Trial Product Validation using Human Cohort (SBIR Phase II)

Statistical Review & Consumer Feedback on Trial Product

Small Scale Alpha-Test & Evaluation of Test Product (SBIR Phase II)

Field Beta-Test & Evaluation of Test Product (SBIR Phase III)

IP Protection Review

Design for Production & Manufacture

Pre-Manufacturing Model Product

Manufacture Tooling & Assembly

Manufactured Product Specification Verification

Product for Sale

Clinical Biomolecular Sensor (CBS) Technology .

Our CBS technology design is based on the ability to enable clinicians and scientists to detect many biological molecules (DNA, RNA, protein) simultaneously and in parallel.

Important applications of this technology are found in the research, diagnosis, and treatment of numerous molecular conditions (cancer, infectious disease, autoimmune disorders, heart disease, etc.).

Common applications in cancer related fields include the identification of biomarkers that may be indicative of a particular cancer diagnosis or prognosis.

Biomarkers identified by antibody (Ab) arrays can also be used as surrogate markers of drug response.

There is much knowledge to be gained using Ab arrays for the molecular profiling of tumors as a diagnostic tool.

The use of complex molecular profiling in the clinic may lead to more comprehensive, accurate and contextualized results than tests based on the assay of a single protein.

Our CBS is expected to be fast, convenient, and sensitive enough for clinical use at the bedside or within the immediate clinical point-of-care.

CBS results are generated in seconds, rather than after hours of processing in the laboratory.

Sensor chips can be designed to be disposable and reusable options will also be explored.

We are currently seeking joint-development partnerships to continue the evolution of this technology which is in Phase I of the development process.

Our acquisition of HealthAmerica’s SLICES™ technology will provide a technology platform for optimization and adaptation by our scientists.

This patented technology has received FDA 510(k) clearance and it is intended that this technology will enhance the resolution of images resulting from MRI.

The underlying algorithm may be useful in the determination of blood flow velocity measures in imaged tissues.

Such information would be valuable in accessing areas of blood flow constriction from plaques or other hematologic deposits.

This information could help physicians better diagnose, predict and assess stroke and related diseases involving blood flow obstruction.

This technology is currently in phase II of the development process and our scientists are attempting to streamline and adapt this algorithm and accompanying software to meet current MRI standards and practices.

See Risk Factors.

VivaSight (Digital PhotoRefractor or DPR) .

We have developed a device that will modernize screening of pre-verbal and pre-literate children for ocular disorders.

This type of screening is increasingly required by state governments prior to enrollment in the public school system.

Our scientists are collaborating with physicians and clinicians at University of Iowa Hospitals & Clinics Department of Ophthalmology & Visual Sciences to develop a clinic-ready device.

Data from the National Eye Institute (NEI) states that 2.3 million children have undiagnosed eye disorders that can lead to blindness if left untreated.

Amblyopia, commonly known as “lazy eye”, is the leading cause of monocular vision loss in the 20 to 70+ age range.

It causes more vision loss than diabetic retinopathy, glaucoma, macular degeneration, and cataracts.

Amblyopia occurs when the optical powers of the two eyes are different and the brain favors the visual signal from one eye, functionally ignoring the vision in the amblyopic eye.

According to the NEI, an estimated 300,000 to 750,000 children between the ages of three to five suffer from amblyopia.

Visual acuity develops principally during the pre-school years, from birth to about five years old, as a child’s visual experience molds its genetic blueprint into its adult visual sensory system.

If treatment is not initiated during the visual maturation period, the prognosis for normal visual development is poor.

Amblyopia can be reversed and cured if it is detected and treated during the critical visual development period.

Unfortunately, less than 21% of preschool children receive some form of vision screening each year.

Even those who are screened are often improperly screened by a general health practitioner, pediatrician or screening volunteer due to inadequate experience and lack of equipment or techniques for a thorough and complete exam.

Some children receive proper eye exams once they start school;

unfortunately by then it may be too late to effectively treat amblyopia.

Our DPR has been designed with ongoing end-user input to produce a device that will readily penetrate and gain wide acceptance in the vision screening market.

Most importantly our DPR offers all screening programs a low cost device with a high sensitivity and specificity.

This device will streamline the screening process by the following:

1) Eliminate recurring cost of Polaroid film, 2) Instantaneously image a subject across two meridians of strabismus and refractive error, 3) Detect improper subject fixation, 4) Digitize and automate the interpretation process, 5) Quantify the image interpretation and adjust the referral criteria based upon screening demographics to achieve predetermined levels of sensitivity and specificity, and 6) Give an instant refer/do not refer response to the screener.

This device is currently in clinical testing and is in Phase II of the development process.

On May 5, 2009, the National Institutes of Health through the National Eye Institute awarded us a Phase I Small Business Innovation Research Award grant in the amount of $112,912 to conduct research related to the development of the our DPR and the detection of amblyogenic risk factors.

All proceeds from this grant were expended in 2009.

VivaThermic Cryovial Technology .

We are actively developing the technologies required for the cryopreservation of diverse biological samples with improved recovery of viable cells post-cryopreservation.

Emphasis has been placed on strategies to eliminate the variations and time delays experienced in the current biopsy and tissue preservation procedure by integrating a cryogenic freezing capacity into the biopsy device.

Critical advancements in biological sample preservation are evolving.

We have developed specialized cryovials that accommodate an improved method of cryopreservation of cells, blood, and other bio-materials.

When cryopreserving biological materials, the rate of cooling is the main factor affecting the cell viability.

Material choice and design features of cryovials are critical parameters affecting the cooling rate.

Existing cryovials do not allow for rapid freezing.

They are usually manufactured from conventional polypropylene which is a poor thermally conductive material.

In addition, they offer no special design features to enhance heat transfer.

Our cryovials benefit from better designs and improved use of materials, resulting in better performance during the freezing and thawing process.

The target markets for our cryovials include clinical laboratories, hospitals, fertility clinics, veterinarians, agribusiness, animal breeding and research laboratories.

Sales of this product commenced in 2009.

Cryopsy Device .

Our Cryopsy will freeze the tissue specimens to cryogenic temperature below minus 132°C immediately after tumor excision and then transfer the tissue specimens directly to the specimen holder embedded in the freezing chamber.

As such, the tissue specimens will be frozen to minus 132° C or below within 1 minute after excision.

Cryopsy will ensure very minimal time delays so that no significant biochemical alternation occurs in tissues.

By freezing the specimens to minus132°C or below, Cryopsy will also stop not only any enzymatic reaction but also all signaling degradation.

In this way, Cryopsy will preserve proteins, RNA, and DNA in tissue specimens and provide accurate and repeatable information about signal transduction pathways, molecular drug targets and biomarkers.

Moreover, the practice of biopsy will be standardized.

Variations in sample size, cooling rate, temperature and time intervals will be minimized and all of the parameters will be held constant over time.

Furthermore, Cryopsy will be a user-friendly and hand-held device such that the collection, handling and storage of tissue samples can be done by the physician in the clinic.

This product is in Phase I of the development process.

VivaBlend Our proprietary balanced blend of more than 18 different sources of phytochemical extracts from antioxidant rich bioactive fruits and vegetables tested by the USDA that can be added to many consumer foods, drinks and nutraceuticals as a convenient daily source of important antioxidants and other critical bioactive phytochemicals.

Sales of this product commenced in 2009.

VivaBoost VivaBoost is a nutraceutical, bioactive beverage enriched with phytochemicals and antioxidants.

A license/distribution agreement was entered into with Regeneca International, Inc.

in December 2009 whereby Regeneca committed to purchase $5,000,000 of VivaBoost over three years with exclusivity granted by Vivakor to Regeneca for the direct-to-consumer market of VivaBoost.

Regeneca anticipates marketing this product as RegeneBlend.

Our first order was received in December 2009 and that order is expected to be fulfilled in the end of the first quarter of 2010.

VivaGastroProtect.

This is a proprietary brand of dietary supplements to be used for the protection of the digestive system as well as for the prevention of infection and associated gastric ulcers.

This natural extract derived from fruits and vegetables will be delivered in a convenient way to take the supplement.

This product is in Phase I of the development process.

VivAuris This is a stand-alone device able to detect possible ear infection and transmit results of an improving or diminishing condition.

This unit is a hand-held unit, easy to use and affordable.

This product is in Phase II of the development process.

VivaGlobin It is known that the degree of skin redness can be indicative of several skin conditions.

This device enables a researcher or clinician to measure and track skin redness for anemia and cutaneous hemoglobin detection.

This product is in Phase II of the development process.

Vivakor is currently developing a vegetation health monitor.

This product is in Phase I of the development process.

We buy materials for our products from a multitude of suppliers, and do not expect to be dependent on any one supplier or group of suppliers.

The raw materials used in our products will generally include chemicals, plastics, vitamins, fruits/vegetables, electronic and optical components and biologics, and packaging.

We expect that these raw materials will be generally readily available at competitive, stable prices from a number of suppliers.

Certain raw materials will be produced under our specifications.

Additionally, some of our products contain fruits and vegetables that may only be available at certain times of the year based on growing seasons.

Accordingly, certain needed raw materials may be limited by supply and may be subject to delays in production and delivery which could delay or interfere with our ability to produce and deliver products.

We intend to closely monitor these raw materials to maintain adequate supplies.

We do not expect our business to experience seasonality in sales or revenue.

However, our products or contract research services may be sold primarily to, or our revenue derived from, researchers, universities, government laboratories and private foundations whose funding is dependent upon grants from government agencies.

To the extent that our customers experience increases, decreases or delays in funding arrangements, and to the extent that any of our customers’ activities are slowed, such as during vacation periods or due to delays in the approval of governmental budgets, we may experience fluctuations in sales volumes throughout the year or delays from one period to the next in the recognition of sales.

We face competition from medical product, biotechnology and nutraceutical companies, as well as from universities and non-profit research organizations.

Many emerging medical and biotechnology product companies have corporate partnership arrangements with large, established companies to support the research, development, and commercialization of products that may be competitive with our products.

Many of our existing or potential competitors have substantially greater financial, research and development, regulatory, marketing, and production resources than we have.

Other companies may develop and introduce products and processes competitive with or superior to those of ours.

See Risk Factors.

For our products, an important factor in competition is the timing of market introduction of our products or those of our competitors’ products.

Accordingly, the relative speed with which we can develop products, complete the regulatory clearance processes and supply commercial quantities of the products to the market is an important competitive factor.

We expect that competition among products cleared for marketing will be based on, among other things, product efficacy, safety, reliability, availability, price, and patent position.

Patents and Proprietary Rights

We regard the establishment of a strong intellectual property position in our technology as an integral part of the development process.

We will attempt to protect our proprietary technologies through patents and intellectual property positions in the United States as well as major foreign markets.

We currently have one pending utility patent related to the Company's cryovial technology.

In October, 2008, we also acquired a patented MRI software technology that we currently intend to develop.

Due to a lack of funds, we allowed 13 of our previously filed provisional patent applications to expire.

Provisional patents are not reviewed by the USPTO and do not result in the issuance of patents.

We must file regular patent applications in order to obtain any long-term proprietary rights in our inventions and technology.

Where possible, we plan to file new provisional patent applications in the future when we have adequate funding to do so;

however, we cannot guarantee that we will have sufficient resources to file patent applications on all of our proprietary inventions, or that, if filed, such patent applications will actually result in the issuance of patents.

See Risk Factors.

Even if we were awarded patents, the patent position of biotechnology and medical device firms, including our company, generally is highly uncertain and may involve complex legal and factual questions.

Potential competitors may have filed applications, or may have been issued patents, or may obtain additional patents and proprietary rights relating to products or processes in the same area of technology as that used by our company.

The scope and validity of these patents and applications, the extent to which we may be required to obtain licenses thereunder or under other proprietary rights, and the cost and availability of licenses are uncertain.

We cannot assure you that our patent applications will result in additional patents being issued or that any of our patents will afford protection against competitors with similar technology;

nor can we assure you that any of our patents will not be designed around by others or that others will not obtain patents that we would need to license or design around.

We also rely upon unpatented trade secrets.

We cannot assure you that others will not independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to our trade secrets, or disclose such technology, or that we can meaningfully protect our rights to our unpatented trade secrets.

We require our employees, consultants, advisers, and suppliers to execute a confidentiality agreement upon the commencement of an employment, consulting or manufacturing relationship with us.

The agreement provides that all confidential information developed by or made known to the individual during the course of the relationship will be kept confidential and not disclosed to third parties except in specified circumstances.

In the case of employees, the agreements provide that all inventions conceived by the individual will be the exclusive property of our company.

We cannot assure you, however, that these agreements will provide meaningful protection for our trade secrets in the event of an unauthorized use or disclosure of such information.

See Risk Factors.

Government Regulation

Most aspects of our business and product candidates are subject to some degree of government regulation.

As a developer of medical and biotechnology products, we are subject to extensive regulation by, among other governmental entities, the United States Food and Drug Administration (“FDA”).

In addition, prior to any sales of our product candidates we will be required to comply with the rules and regulations of state, local and foreign regulatory bodies in jurisdictions in which we desire to sell our products.

These regulations govern the introduction of new products, the observance of certain standards with respect to the manufacture, safety, efficacy and labeling of such products, the maintenance of certain records, the tracking of such products and other matters.

Failure to comply with applicable federal, state, local or foreign laws or regulations could subject us to enforcement action, including product seizures, recalls, withdrawal of marketing clearances, and civil and criminal penalties, any one or more of which could have a material adverse effect on our business.

We believe that we are in substantial compliance with such governmental regulations.

However, federal, state, local and foreign laws and regulations regarding the manufacture and sale of medical devices are subject to future changes.

We cannot assure you that such changes will not have a material adverse effect on our company.

For some of our product candidates, and in some countries, government regulation is significant and, in general, there is a trend toward more stringent regulation.

In recent years, the FDA and certain foreign regulatory bodies have pursued a more rigorous enforcement program to ensure that regulated businesses like ours comply with applicable laws and regulations.

We devote significant time, effort and expense addressing the extensive governmental regulatory requirements applicable to our business.

To date, we have not received any notifications or warning letters from the FDA or any other regulatory bodies of alleged deficiencies in our compliance with the relevant requirements, nor have we recalled or issued safety alerts on any of our products.

However, we cannot assure you that a warning letter, recall or safety alert, if it occurred, would not have a material adverse effect on our company.

Research and Development

During the years ended December 31, 2009 and 2008, we incurred $1,138,091 and $443,107 in costs related to research and development activities, respectively.

Included in these amounts is acquired patent cost amortization of $741,939 in 2009 and $123,656 in 2008.

The Company expects to continue ongoing research and development activities for the foreseeable future and, provided we are able to raise the necessary capital, research and development expenses for the year ended December 31, 2010 are expected to increase from 2009 as we expand our research and development efforts.

We face a number of risks in moving our technology through research, development and commercialization.

We have never been profitable on an annual basis and have incurred aggregate net losses of $2,967,438 since inception.

We do not anticipate profitability in the short term and will continue to require external funding, either from key corporate partnerships and licenses of our technology or from the private or public equity markets, debt from banking arrangements or some combination of these financing vehicles.

See Risk Factors.

As of December 31, 2009, we had three full-time employees:

our Executive Chairman and CFO, who are engaged in financial, administrative and operational activities, and our CEO who is engaged in research and development and executive management.

Our Executive Chairman and our Chief Financial Officer worked for us on a part-time basis during 2008 and continued on this basis until June 2009.

We estimate that the successful implementation of our growth plan would require between six and ten additional employees.

Our ability to add the needed employees is dependent on our ability to obtain the needed capital to support these employees and their efforts.

We also plan to continue to retain and utilize the services of outside consultants as the need arises.

None of our employees are represented by any collective bargaining unit.

is a socially responsible operator,

acquirer and developer of clean energy technologies and environmental solutions, primarily focused on soil remediation.

We specialize

in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude

oil and other hydrocarbon-based substances.

Our patented process allows us to successfully recover the hydrocarbons which we believe could

then be used to produce asphaltic cement and/or other petroleum-based products.

We are focused on the remediation of contaminated

soil and water resulting from either man-made spills or naturally occurring deposits of oil.

Our primary focus has been the remediation

of oil spills resulting from the Iraqi invasion of Kuwait and naturally occurring oil sands deposits in the Uinta basin located in Eastern

We plan to expand into other markets, both in Utah and globally, where we believe our technology and services will provide a distinct

competitive advantage over our competition.

Our current focus is on the clean-up of greater

than 7% hydrocarbon contaminated soil located in Kuwait as a result of the Iraqi invasion, and naturally occurring oil sands deposits

We have deployed two RPC units to date including one unit to Kuwait (for which operations were temporarily suspended due to COVID-19)

and another to Vernal, Utah (which is presently operating).

We expect to deploy two additional RCPs to Vernal, Utah and believe that there

may be an opportunity to deploy additional RPCs in Utah as well as to Kuwait and the Middle East.

Our Technologies

We own and/or license a number of technologies

that allow us to effectively operate our remediation and recovery business along with other technologies that provide synergies with our

core business.

The description of these various technologies follows.

Hydrocarbon Extraction Technology

In 2015, we acquired and improved technology aimed

at remediating contaminated soil and recovering usable hydrocarbons, which we refer to as RPCs.

We presently have two US patents and pending

foreign applications related to our RPCs.

Our RPCs each have the potential to clean a minimum of 20 tons of contaminated material per

hour, depending on the oil contamination percentage in the processed material.

Each RPC has the capacity to extract on a 24-hour operation

500 tons or more of contaminated material per day.

The amount of extracted hydrocarbon recovered depends on the extent to which the material

is contaminated.

For example, we estimate that for every 480 tons of contaminated material processed per day that contains at least 10%

oil, we will recover approximately 250 barrels of extracted hydrocarbons.

The above example has been calculated as follows:

material that is 10% oil is comprised of 200 pounds of oil per ton;

one gallon of oil weighs 8.44 pounds, resulting in 23.69 gallons of

oil per ton of contaminated material (200/8.44);

there are 42 gallons per barrel, resulting in 0.56 barrels of oil per ton of contaminated

material (23.69/42);

20 tons of contaminated material can typically be processed per hour, resulting in 11.2 barrels of oil per hour (0.56*20);

and operations continue 24 hours per day, resulting in 268.8 barrels per day (11.2*24).

We believe our RPCs are

significantly more advanced than other oil remediation technologies or offerings presently available on the market.

Our RPCs have successfully

cleaned contaminated soil containing greater than 7% hydrocarbon content, while, to our knowledge, our competitors are limited to projects

containing less than 5% hydrocarbon contamination.

We believe our ability to clean soil with higher percentages of hydrocarbon contamination

is a distinctive advantage that will allow us to operate on a global basis in any location that has suffered from oil spills or naturally

occurring oil sands deposits.

While our primary focus and mandate will be on the manufacture and deployment of our RPCs, we intend to

continue to develop, acquire or license additional clean energy technologies and environmental solutions that will directly enhance and

expand our current technologies and service offerings.

We have designed our

RPCs to provide an environmentally friendly solution to the remediation of hydrocarbon-contaminated soil, as they do not utilize water.

Our RPCs operate by loading contaminated soil onto a feeder and conveyor system that effectively delivers the material prepares the material

into a fully contained, closed-loop system.

Physical separation of the hydrocarbons from the contaminated soil does not utilize water

or steam and is instead accomplished using a proprietary extraction fluid to dissolve the hydrocarbon components.

In the first stage of the process, hydrocarbon

contaminated soil is mixed with our proprietary solvent which forms a slurry of sand, hydrocarbon and extraction fluid.

This slurry moves

from the mixing chamber into a separation chamber where the sand is separated from the hydrocarbon/extraction fluid mix by gravity.

soil is then dried and transported via a conveyer to a lined pit where extensive testing is performed to ensure the hydrocarbons have

been properly removed.

Meanwhile, the extracted hydrocarbon and solvent travels to a separate chamber where the hydrocarbons are separated

from the extraction solvent.

The solvent is then reclaimed.

The entire extraction process is completed in

a series of sealed chambers.

The reclaimed extraction fluid is then recycled back into the process, which ensures that no toxic chemicals

are released into the soil or the environment.

Upon completion of our remediation and separation process, the extracted hydrocarbons are

placed into holding tanks to be picked up by our customers, while clean soil is returned to the environment.

Our RPCs are manufactured in Denver, Colorado.

In the future, we expect to finance our RPCs through special purpose vehicles pursuant to 5-year sale/leaseback arrangements.

instance, the special purpose vehicle will finance the RPC through third party investors, and we will act as the manager of such special

purpose vehicle and we may hold an approximate 1% ownership interest.

Management believes that utilizing this structure provides significant

benefits to our shareholders, as these financings are less dilutive in nature.

Automation and Machine Learning

The RPC systems we build are automated and controlled

by software enabling us to maximize efficiencies.

We believe that these automations may ultimately allow us to operate the RPCs twenty-four

hours a day, resulting in continuous feed capabilities that will allow us to manage our systems remotely world-wide.

Each RPC unit is

designed with a focus on automation to achieve our Key Performance Indicators (KPIs).

We have deployed data analytics and machine learning,

to enable operations to be predictive, reduce risk, improve safety, and reduce costs.

Metallic Separation Technology

In 2015, we obtained two metal extraction systems

and a perpetual license to use the proprietary technology and machinery for extracting precious metals from sand-based ore materials for

$7.6 million from Vivaventures Precious Metals, LLC (“VV Precious Metals”), pursuant to our loan outstanding to VV Precious

Metals being extinguished.

We also received a 75% ownership interest in the concentrated unrefined flakes of precious metals and rare

earth minerals that had already been recovered from soils by VV Precious Metals through a royalty agreement.

We divested our 39% interest

in VV Precious Metals in July 2020.

Such divestiture has had a de minimis impact on our business.

Our proprietary metallic separation technology

uses a thermal vapor process to extract and process micro particles of precious metals and rare earth minerals, including gold, silver,

platinum, palladium and rhodium from soils.

After we complete our soil remediation services, we evaluate the post-remediated soil and,

if we find that the soil contains more than 1% concentration of these metals, we process it through this technology to extract and concentrate

these micro particles of precious metals and rare earth minerals into a concentrated, unrefined flake form.

If contracted to do so, our metal extraction systems

allows us to provide precious metal extraction services on a service fee basis for customers.

We also market and sell the precious metals

we have extracted from our own contaminated soil.

As we continue our efforts, we anticipate increased opportunities to monetize our precious

metals end product.

Hydrocarbon Upgrading Technologies

We have acquired and/or licensed two separate

technologies described below that will enable us to upgrade the hydrocarbons recovered from our remediation process.

These processes have

been proven in laboratory tests, but we have not yet performed this upgrading in a commercial setting.

On September 30, 2020, we entered into an Intellectual

Property License Agreement (“BGreen License Agreement”)with BGreen, LLC (“BGreen”), pursuant to which we have

been granted a worldwide, exclusive, non-transferable license to the intellectual property embodied in BGreen’s cavitation technology

to develop, manufacture, have manufactured, use market, import, have imported, offer for sale and sell cavitation devices built from the

licensed intellectual property.

The BGreen License Agreement also grants us the first right of refusal to purchase all devices and all

intellectual property associated with the cavitation technology.

The BGreen License Agreement extends for the lifetime of the Intellectual

In 2021 we made an initial payment of $5,000 after delivery of the first simple cavitation device.

The Company may use these

devices in its own operations or it may sell them to third parties.

Upon sale of a cavitation device to a third party we will be obligated

to pay 50% of the net profits to the BGreen.

Additionally, under the terms of the BGreen License Agreement, at such time as we successfully

improve and manufacture a cavitation device with a processing rate equal to, or greater than, 30 barrels per hour, we will be required

to issue 33,333 shares of our common stock to BGreen.

Third party, independent testing conducted by the University of Utah has shown that

this proprietary technology increases the API gravity of hydrocarbons by elongating the hydrocarbon chains without cutting or cracking

these chains.

In addition, in 2017, we acquired from CSS Nanotech

an exclusive right to use their nano-sponge technology for $2,416,572 in Series C Preferred Stock, which has since converted to common

The technology essentially serves as a micro-upgrader, transforming hydrocarbon product into a more useful product, such as petroleum

or gasoline, as an addition to our hydrocarbon extraction technology.

The inventor of this technology subsequently joined us as our Chief

Scientific Officer.

This patented technology allows for hydrocarbon material to be absorbed by a specialized sponge.

Low energy microwaves

are then introduced into the process and the sponge, which is made of a highly thermally conductive material, absorbs this energy causing

an instant thermal effect, which essentially refines the crude by cutting or cracking the carbon chains.

We intend to add this system

to our process of upgrading the heavy crude recovered by our RPCs.

We believe that each of these technologies has

the ability to upgrade the heavy crude that is recovered from our recovery and remediation process based on our needs and demand, and

we intend to fully integrate these technologies into our process.

For example, if there is a high demand for fuels we would process the

extracted crude through the nano-sponge technology to refine and upgrade the product into diesel fuel.

If the demand is instead for certain

types of asphaltic cement, where the heavy crude is not refined but processed, we would utilize the CHU technology.

Market Opportunity

We believe that the market for remediating oil

from both soil and water is significant.

According to Grandview Research, the market for environmental clean-up of oil spills will reach

$177 billion by 2025.

We believe that a large portion of that market will originate from contamination of more than 7% hydrocarbon content

and that our technology is currently the only one that can economically remediate these environmental disasters, while allowing for the

capture and reuse of the crude.

In addition, we believe that the heavy crude that

we have been recovering in Utah is ideal for producing asphaltic cement.

The demand for asphaltic cement in the United States is presently

estimated to be $93 billion this year according to Transparency Market Research.

We provided our material to asphalt companies for testing

to determine what modifications, if any, needed to be made to meet general asphalt specifications.

We recently received notification that

our asphaltic cement now meets the general classification of AC20 asphaltic cement and that it passed the specifications of several potential

We are expecting several orders in the near term and we believe that we will be able to offer our product at very competitive

prices and in an environmentally friendly manner.

We presently have two projects utilizing our first

two manufactured RPCs - our project in Kuwait (which was temporarily suspended due to COVID-19) and our project in Vernal, Utah (which

is currently operating).

In Kuwait, pursuant to an agreement with Al Dali

International Co., a company organized under the laws of Kuwait (“DIC”), we will receive $50,000 for the successful remediation

of the first 100 tons ($500 per ton) under its subcontractor services for the Kuwait Oil Company (“KOC”) Remediation Contract.

In addition, we will receive $20 per treated ton of soil after the initial 100 tons.

The treatment process using the RPC plants is anticipated

to generate a bitumen sub-product.

We have agreed with DIC to sell this sub-product and share the net profits equally (50% to the us and

50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a

monthly basis, in accordance with the Agreement.

Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at

least 5% oil contamination for us to remediate.

Our RPC situated in Vernal, Utah has the capacity

to process 500 tons or more of naturally occurring oil sands deposits per day.

We estimate that if the extracted material is composed

of at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons each day, which could then be sold for energy

or converted to asphaltic cement and sold for use in roads at higher prices.

We provide precious metal extraction services

on a service fee basis for customers.

We also market and sell the precious metals we have extracted from our own soils.

As we continue

our efforts, we anticipate increased opportunities to monetize our precious metals end product.

Kuwait Project

The United Nations (UN) had allocated up to $14.7

billion for post-Iraq war reparations in order to clean up Kuwait.

Kuwait suffered extensive contamination as a result of the 1991 Persian

At the close of the Gulf War, Saddam Hussein ordered Kuwaiti oil wells to be blown up, resulting in the destruction of approximately

600 oil wells.

The damage resulting from such fires, which burned for seven months, included a layer of hardened “tarcrete,”

caused by the sand and gravel on the land's surface combining with oil and soot, forming over almost 5% of the country's area.

We were engaged by a subcontractor, DIC, which

is approved by KOC for the Kuwait Environmental Remediation Program (“KERP”) project.

Our technology has been successful in reducing

the amount of contaminated material in Kuwait from 20% hydrocarbon contamination to just 0.2% hydrocarbon contamination, based on third

party independent testing performed by ALS Arabia in March 2020.

We believe we possess the only technology that has been successful at

remediating such highly contaminated soil (defined as anything above 20% hydrocarbon contamination), while also returning usable hydrocarbons.

The KERP project is anticipated to involve approximately

26 million cubic meters of contaminated oil sands requiring remediation.

We expect that as much as 20% of the contaminated soil will contain

more than 5% hydrocarbon contamination.

Our agreement with DIC is for cleanup of a portion of the KERP project.

The oil recovered from these projects in Kuwait

is considered a sovereign asset, so the ability to reclaim this asset also creates a social value for the country.

In order to remediate

all of the contaminated sand exhibiting greater than 7% contamination in the timeframe required by the UN, the Company anticipates obtaining

further agreements through KOC to expand its service contract to deploy 10 RPC units to Kuwait over the next several years.

On December 14, 2021, we, together with our subsidiary,

Vivaventures Energy Group, Inc., entered into a Services Agreement (the “Services Agreement”) with Al Dali International Co.,

a company organized under the laws of Kuwait (“DIC”).

The Government of Kuwait and the United Nations, acting through the

Kuwait Oil Company (“KOC”) has awarded to Enshaat Al Sayer rights to remediate contaminated soil under the Kuwait Remediation

Program pursuant to the South Kuwait Excavation, Transportation and Remediation Project (“KOC Remediation Contract”).

its role, Enshaat Al Sayer has engaged the Company, through the Company’s agreement with DIC, to perform contaminated soil treatment

for the KOC Remediation Contract using the Company’s patented technology for extracting hydrocarbons, through the Company’s

Remediation Processing Center (“RPC”) plants.

The Services Agreement is subject to DIC and Enshaat Al Sayer entering into

a subcontractor agreement and the Company has received a notice letter from such parties, which confirms that such subcontractor agreement

has been entered into and is in full force and effect.

Such subcontractor agreement is subject to termination upon terms substantially

similar to those set forth in the Services Agreement, specifically, providing for a 42-month term with termination upon (i) written consent

of both parties;

(ii) bankruptcy, dissolution or similar event;

(iii) for material breach that is not cured within 60 days’ notice

thereof (other than non-payment, which is not subject to a cure period);

and (iv) non-approval of total optimized study including the

bench scale study and pilot plant commissioning results by KOC.

Pursuant to the Services Agreement, the Company

and DIC will work together in performing remediation treatment services as subcontractors to Enshaat Al Sayer for the KOC Remediation

Under the Agreement, the Company will supply one pilot RPC plant already located in Kuwait, one 40-ton per hour RPC plant, and

one technical expert to oversee the hydrocarbons contaminated soil treatment service operations pertaining to this contract.

The Company will receive $50,000 for the successful

remediation of the first 100 tons ($500 per ton) under its subcontractor services for the KOC Remediation Contract.

In addition, the Company

will receive $20 per treated ton of soil after the initial 100 tons.

The treatment process using the RPC plants is anticipated to generate

a bitumen sub-product.

The Company and DIC have agreed to sell this sub-product and share the net profits equally (50% to the Company

and 50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on

a monthly basis, in accordance with the Agreement.

Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at

least 5% oil contamination for us to remediate.

Pursuant to the Agreement, we will provide our

pilot RPC plant (already in Kuwait) within two to four months after retrofitting, and we will provide a RPC plant within one year capable

of processing 40 tons of soil per hour.

We will bear the cost of the related manufacturing, deployment, break-down and spare parts of

The RPC plant remediation services must reduce TPH contamination to less than 1%.

DIC will provide all other costs for bonds,

infrastructure, and operations of the plant.

Other International Projects

In addition to managing the projects in Kuwait,

the UN is overseeing the funds allocated to the remediation and clean-up of the Ogoni Lands in Africa, which is estimated to contain millions

of tons of both contaminated soil and water and has allocated significant funding for its cleanup.

Taking into consideration this particular

environmental disaster, plus other global oil contamination projects involving oversight by the UN, together with our successful testing

on the UN-managed SEED Project in Kuwait and our recent agreement with DIC, we believe we will be a contender for significant additional

Vernal, Utah Project

The State of Utah has, according to the U.S.

Survey, approximately 14 billion barrels of measured oil in place with an additional estimated 23 to 28 billion barrels of oil contained

in contaminated oil sands that are deposited near the ground surface.

We believe that the crude from these oil sands can be turned into

asphaltic cement for making roads, or upgraded for polymers or fuel.

Vernal is the county seat, and largest city in Uintah County, located

in northeastern Utah, approximately 175 miles east of Salt Lake City, and 20 miles west of the Colorado border.

In June 2021, we entered

into an agreement with the owner of such parcel of land that permitted us to continue to operate on the land on a month-to-month basis.

In March 2022, we entered into a land lease with the land owner for a five year term, with an optional 5 year extension, allowing us to

process up to 2,000 tons per day of oil sand material, with a guarantee by the land owner to deliver material with a minimum of 10% hydrocarbon

by weight, which would produce up to 200 tons of asphalt cement product per day when processed through four of our patented

The Vernal property contains approximately 100

million cubic yards of oil sand material available for processing.

The property is located on approximately 600 acres.

We believe that

we could ultimately recover as much as 40 million barrels of oil from this property as a whole if we are able to economically scale our

operations and obtain further land leases from the land owner.

We believe, based on the number of estimated barrels of oil contained in

oil sands deposits located on SITLA property, that if the State of Utah would allow us to process the oil sand material on these properties

over the next thirty years that we would need as many as 100 RPCs to process the oil sands deposits owned by the State of Utah.

Material extracted from our Vernal, Utah project

can be sold for energy or converted into asphaltic cement, which we believe is less affected by daily changes in oil prices.

one RPC unit, assuming full utilization, we anticipate producing approximately 50 tons of asphaltic cement per day.

We anticipate that

we will be able to sell our asphaltic cement for, referencing present pricing, approximately $450 per ton.

Competitive Strengths and Growth Strategy

We are focused on the remediation of contaminated

soil and water resulting from either man-made spills or naturally occurring deposits of oil.

Our primary focus has been the remediation

of oil spills resulting from the Iraqi invasion of Kuwait and naturally occurring oil sands deposits in the Uinta basin located in Eastern

We plan to expand into other markets, both in Utah and globally, where we believe our technology and services will provide a distinct

competitive advantage over our competition.

Competitive Strengths

We believe the following strengths provide us

with a distinct competitive advantage and will enable us to effectively compete on a global basis:

patented technology;

Environmental

relationships with customers and regulatory agencies;

and highly-skilled management, Board of Directors and Advisory Board.

Proprietary Patented Technology

In total, we, together with our subsidiaries,

have intellectual property that is in the form of both proprietary knowledge and patents.

Our patent portfolio consists of four issued

patents, one pending international patent application filed through the Paris Cooperation Treaty (PCT), and one pending patent application

In addition, we have licensed from our partners the right to use additional patented technologies.

We presently have two US patent and pending foreign

applications related to our RPCs and two issued US patents related to our other remediation technologies.

We believe, based on direct and ongoing conversations

with our customers and third-party independent test results, that our technology is the only commercially available technology that can

not only clean soil that contains greater than 7% hydrocarbon, but also preserves the hydrocarbons extracted from such soil for future

We believe that this provides us with a true competitive advantage.

Our main technology has been tested and validated

for all of its claims by separate, independent expert firms both in the United States and the Middle East, whose reports confirm that

we have reclamation technology, which has been tested and reviewed, that possesses the ability to clean soil with more than 7% hydrocarbon

contamination and still leave the recovered hydrocarbons in a usable state.

Environmental Advantages

Among our key corporate objectives is to be at

the forefront of social responsibility for its technological impact.

We strive for all of our systems to ultimately become closed loop

systems, to minimize adverse impacts on air quality and reduce the need for use of clean water.

Our ability to turn waste into value is

in line with this core objective.

Our remediation projects in Kuwait are expected to reduce emissions from vaporization of the oil spilled

The ability to clean produced water from oil production can eliminate the need for evaporation ponds, improving air quality

and saving on the use of clean water.

We believe our technology and service offerings

will position us well to conduct our business in any geographical region in which soil or water has been contaminated by hydrocarbons.

Strong Relationships with Customers and Regulatory

We have developed close relationships with customers

and government agencies, including SITLA and the KOC.

We anticipate receiving access to additional oil sands deposits located in Utah

from SITLA, based on our existing relationship with SITLA and our conversations with them.

Indeed, our relationships have helped give

rise to our December 2021 agreement with DIC in Kuwait, which will result in our having a stockpile of at least 444,311 tons with at least

5% oil contamination for us to remediate.

We also anticipate receiving additional contracts from KOC to remediate contaminated properties

in Kuwait, based on our existing relationship with KOC and conversations with them.

Experienced and Highly Skilled Management,

Board of Directors and Advisory Board

Our management team has started and successfully

grown numerous technology-based companies and has utilized this experience to develop a strategic vision for the Company.

The implementation

of this plan has resulted in the acquisition and in-house development of numerous technologies, which are currently in operation.

demonstrated the effectiveness of our technologies in both Vernal, Utah and Kuwait, accomplishing the clean-up of contaminated areas while

also recovering precious metals through our metallic separation technology.

Our Board of Directors is comprised of accomplished

professionals who bring decades of experience to the Company.

Our Board of Directors includes a director who has served as a member of

the Executive Committee of one of the largest global accounting firms and has served on the Board of Directors of two multi-billion dollar

publicly traded companies, a former director of technology investment banking at Goldman Sachs, a successful investor and entrepreneur

who has founded and provided initial financing for numerous life science companies, several of which have grown to multi-billion dollar

publicly traded companies, and the mayor of a city in Utah.

In addition, we have an Advisory Board comprised

of former senior members of oil and gas companies, both in the United States and in the Middle East.

Our Advisory Board is led by one

member who is an accomplished business professional and a member of a royal family based in the Middle East and another member who is

an experienced health and safety expert operating in the oil and gas industries.

We rely on our Board of Directors and Advisory

Board to provide it both high level advice and guidance along with using their contacts to help open various markets.

Additionally, the

Advisory Board acts as a preliminary informal sounding board for the Board and management for these particular areas in which the Advisory

Board members have expertise.

We believe the combination of our management team, Board of Directors and Advisory Board provides us with

a significant competitive advantage over our competitors due to their breadth of experiences and relationships.

Growth Strategies

We will strive to grow our business by pursuing

the following strategies:

of our oil recovery projects in Utah;

of our remediation projects in Kuwait;

into new and complementary markets;

of revenue via new service and product offerings;

acquisitions and licenses targeting complementary technologies;

of the metallic separation technologies.

Expansion of our Oil Recovery Projects in Utah

The State of Utah has, according to the U.S.

Survey, approximately 14 billion barrels of measured oil in place with an additional estimated 23 to 28 billion barrels of oil contained

in contaminated oil sands that are deposited near the ground surface.

The majority of these oil sands deposits are located on land owned

While our current project in Vernal, Utah is not located on SITLA land and we do not yet have a definitive agreement, SITLA

has expressed an interest in providing us leased access to these lands in exchange for a royalty to be paid by us in an amount equal to

8% of all revenue generated from any hydrocarbon-based products produced by us from hydrocarbons extracted from these lands.

payments to SITLA would result in direct funding to the State’s school system.

We will seek to acquire additional properties and

mineral rights in the vicinity of Vernal, Utah from individual land owners and the State of Utah.

Expansion of our Remediation Projects in Kuwait

Our RPC technology was successfully used in our

initial project for KOC in Kuwait, where we removed hydrocarbons from soil with more than 7% contamination and, following the process,

the hydrocarbon contamination level of the soil was reduced to less than 0.5%, which was lower than the level needed to meet the project

specifications.

There is still approximately 26 million cubic meters of soil contaminated by oil from the Iraqi invasion of Kuwait.

to our recent agreement with DIC, we will receive $50,000 for the successful remediation of the first 100 tons ($500 per ton) under its

subcontractor services for the KOC Remediation Contract.

In addition, we will receive $20 per treated ton of soil after the initial 100

The treatment process using the RPC plants is anticipated to generate a bitumen sub-product.

We have agreed with DIC to sell this

sub-product and share the net profits equally (50% to us and 50% to DIC), after allocating 30% of the net profits to DIC in the form of

a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement.

Pursuant to the Agreement,

we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

Other technologies may also

be used for the less contaminated soils.

Expansion into New and Complementary Markets

We intend to explore expansion opportunities on

a global basis, including in places with extreme contamination such as the Ogoni Lands region of Nigeria, oil spill lakes located in Saudi

Arabia and Turkmenistan, and naturally occurring oil sands deposits in Kazakhstan, where we believe our technology and service offerings

may provide a distinct competitive advantage.

We are currently in discussions with several groups for deploying our RPCs for remediation

projects (primarily for oil spills, tank bottom sludge and drill cuttings) in Saudi Arabia, Qatar and Texas.

Saudi Arabia has the objective

to create a circular carbon economy that will ultimately have zero wasted hydrocarbons.

Our technology is able to process tank bottom

sludge, drill cuttings, and soils form hydrocarbon spills, returning the sand to less than 0.5% contamination while reclaiming the oil

for waste energy use.

Increase of Revenue via New Service and Product

To date, we have focused on the remediation of

soil contaminated by oil.

We intend to target other hydrocarbon remediation businesses that focus on, among other things, the cleaning

of tank bottom sludge, and the cleaning of the water used from drilling oil wells.

Oil producers generally pay to dispose of sludge at

the bottom of storage tanks and contaminated water produced from the drilling of oil wells.

We believe that our technologies could be

used to clean the contaminated water produced from drilling, while simultaneously recovering the heavy crude.

We believe we will be able

to offer these services at a cost that is very competitive with current methods and that our ability to recover the heavy crude for resale

will give us a competitive advantage.

We are currently in early stage discussions relating to some of these remediation projects.

Strategic Acquisitions and Licenses Targeting

Complementary Technologies

We intend to seek out opportunities to acquire

or license only specific technologies that are either complementary to our existing product offerings or that will allow us to expand

into the environmental infrastructure markets.

We recently entered into a worldwide, exclusive license

agreement with TBT Group, Inc.

to license piezo electric and energy harvesting technologies for creating self-powered sensors for making

smart roadways , which we believe could be embedded directly into the asphaltic cement we intend to produce from the hydrocarbons

we extract, providing the basis for smart roads and infrastructure.

We believe that these sensors, which are self-powered, could be used

to provide information about traffic, road conditions and repair needs as well as allowing the roads to communicate directly with autonomous

vehicles enabling these vehicles to sense the road in all weather conditions.

By complementing the asphaltic cement we expect to produce

with integrated sensors for automated vehicles, we believe that we will be able to offer a smart road.

Redeployment of the Metallic Separation Technology

Our licensed metallic separation technology has

successfully recovered precious metals including, but not limited to, gold, palladium, platinum, rodium and silver.

We intend to redeploy

our metallic separation technology machines to standalone locations to process mine tailings and other soils.

Other Holdings

Historically, as part of our strategy to find

and invest in technologies that might develop synergies with our existing businesses, we have invested in other companies and/or entities.

Not all of our investments to date have developed into complementary technologies and/or businesses, but with our management’s assistance,

many of them have still become successful and accretive to our Company’s value.

Over time, we intend to divest our ownership of

companies that are not synergistic with our business.

Scepter Holdings

In 2019, we received 800,000 shares of preferred stock in Scepter Holdings, Inc.

BRZL), a company that manages the sales and development of consumer-packaged goods, to release Scepter from a secured loan

financing that encumbered its assets.

In 2019 we entered into a Convertible Master Revolving Note with Scepter and over the course of

approximately two years lent them $71,000, which accrued 7% interest per annum.

In August 2021 we exercised our conversion rights in

the note and converted the principal balance and all accrued interest in to 26,376,882 shares of common stock of Scepter, which represents

holdings of 826,376,882 shares of Scepter (approximately 19% of Scepter’s outstanding stock) and a market value of approximately

$3,553,241 as of April 5, 2022.

Odyssey Group International

In 2014, we acquired a minority interest in Odyssey

Group International, Inc.

(“Odyssey”) (OTCQB:

ODYY), a trans-disciplinary product development enterprise involved in the discovery,

development and commercialization of a broad range of products applied to targeted segments of the health care industry.

provided a $750,000 secured loan to Odyssey, which they used to acquire a license to use and develop a new technology called CardioMap®,

which is an advanced technology for early non-invasive testing for heart disease.

During June 2020, we converted the outstanding secured

loan into 809,578 shares of Odyssey common stock.

We owned 3,309,578 shares of Odyssey common stock through December 2021 at which time

we sold such 3,309,578 shares of Odyssey in a private transaction for a purchase price of $860,491, reflecting the market price as of

Such purchase price was paid in the form of $10,000 cash delivered at signing and a note issued in favor of Vivakor in the

amount of $850,491 accruing interest at 3% per annum, with payments due quarterly over a five-year term.

Future Products;

Research and Acquisition

We intend to identify, develop or acquire, and

bring to market products primarily in the Clean Tech sector with a primary focus on the petroleum, mining and minerals, and alternative

energy industries, as well opportunities that may arise in the natural and formulary products industry.

Our general approach is to select

products or processes that are at or near commercial viability, or that we believe can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide secured loan financing to these companies to complete their development,

testing and product launches in exchange for control of, or a significant ownership interest in, the products or companies.

The Company was originally organized on November

1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC.

The Company’s name was changed to NGI

Holdings, LLC on November 3, 2006.

On April 30, 2008, the Company was converted to a Nevada corporation and changed its name to Vivakor,

pursuant to Articles of Conversion filed with the Nevada Secretary of State.

We have the following direct and indirect wholly-owned

active subsidiaries:

VivaVentures Management Company, Inc., a Nevada corporation, VivaSphere, Inc., a Nevada corporation, VivaVentures

Oil Sands, Inc., a Utah corporation, and RPC Design and Manufacturing LLC (“RDM”), a Utah limited liability company.

a 99.95% ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority interest in VivaVentures Energy

is held by a private investor unaffiliated with the Company.

We also have an approximate 49% ownership interest in Vivakor

Middle-East Limited Liability Company, a Qatar limited liability company.

Regulations Affecting our Business

Our business is subject to federal, state and local laws, regulations

and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment.

These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation.

They also set

forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.

Exploration and exploitation activities

are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the

design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities

are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties

for noncompliance.

Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have

material adverse effects on our business.

Moreover, compliance with such laws may cause substantial delays or require capital outlays

in excess of those anticipated, thus causing an adverse effect on us.

Additionally, we may be subject to liability for pollution or other

environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons.

environmental hazards may exist on our mining claims, or we may acquire properties in the future that have unknown environmental issues

caused by previous owners or operators, or that may have occurred naturally.

Failure to comply with applicable federal, state,

local or foreign laws or regulations could subject our company to enforcement action, including product seizures, recalls, withdrawal

of marketing clearances and civil and criminal penalties, any one or more of which could have a material adverse effect on our company’s

We believe that our company is in substantial compliance with such governmental regulations.

However, federal, state, local

and foreign laws and regulations regarding the manufacture and sale of medical devices are subject to future changes.

There can be no

assurance that such changes would not have a material adverse effect on our company.

Intellectual Property

We own four issued US patents and two pending

international PCT patent application covering our propriety technology, specifically:

US Patent 7,282,167 for methods for producing nano-scale particles by vaporizing raw material and then cooling the vaporized raw material

using a cooling gas, granted October 16, 2007 and expiring July 23, 2025;

US Patent 9,272,920 for methods for producing ammonia by mixing a first catalyst including a millimeter-sized, granular, ferrous material

and a promoter and a second catalyst including discrete nano-sized ferrous catalyst particles that comprise a metallic core with an oxide

shell and then reacting hydrogen and nitrogen in the presence of the mixture, granted March 1, 2016 and expiring November 7, 2028;

US Patent 10,913,903 for SYSTEM AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND

HYDROCARBON CONDENSATE granted February 9, 2021 and expiring August 28, 2039;

US Patent 7,282,167 for U S Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL

SAND MATERIAL granted on March 16, 2021 to expire on December 3, 2038 ;

Pending US Patent Series Nos.

16/177,210 and 16/554,158, International PCT Application No.

PCT Application No.

PCT/US2019/048587, and

pending Kuwait application KW/P/2020/000111 relating to systems and processes for extracting bitumen from oil sands material which employ

a centrifuge and a flash evaporator.

As of the date of this Annual Report on 10-K,

we have 25 full-time or contracted employees, consisting of our CEO, CFO, and additional administrative and direct operations personnel.

None of these employees are represented by a labor union or subject to a collective bargaining agreement.

We have never experienced a

work stoppage and our management believes that our relations with employees are satisfactory.

We do not own real property.

We currently lease

executive office space in Lehi, Utah, Las Vegas, Nevada, Houston, Texas, and Irvine, California.

The Company also leases warehouses in

Las Vegas, Nevada and Houston, Texas, and have paid to be on a land site in Vernal, UT.

We believe these facilities are in good condition

but that we may need to expand our leased space and warehouses as business increases.

Legal Proceedings

From time to time, we may become involved in various

legal actions that arise in the normal course of business.

We are not currently involved in any material disputes and do not have any

material litigation matters pending.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business