What changed in this filing

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Item 1. Financial Statements

2022-11-21 compared with 2022-08-22 · 914 added, 446 removed, 510 unchanged (73% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Cash and cash equivalents attributed to variable interest entity

Accounts Receivable, less allowances of none and $ 33,000 , respectively

Cash and cash equivalents attributed to variable interest

Accounts Receivable, less allowances of none and $ 33,000 ,

Prepaid expenses

Marketable securities

7 unchanged sentences

Intellectual property, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

1 unchanged sentence

Operating lease liabilities, current

Finance lease liabilities, current

Loans and notes payable, current

Loans and notes payable, current attributed to variable interest entity

Long-term debt (working interest royalty programs), current

Loans and notes payable, current attributed to variable

interest entity

Long-term debt (working interest

royalty programs), current

Total current liabilities

Operating lease liabilities, long term

Finance lease liabilities, long term

Loans and notes payable, long term

4 unchanged sentences

Convertible, preferred stock, $ .001 par value;

3,400,000 shares

(1) Series A- 66,667 issued and

outstanding (1)

Common stock, $ .001 par value;

3,400,000 shares authorized;

15,038,619 and 12,330,859 were issued and outstanding as of June 30, 2022 and December 31, 2021 (1)

A- 66,667 issued and outstanding (1)

Common stock,

$ .001 par value;

41,666,667 shares authorized;

18,064,838 and 12,330,859 were issued and outstanding as of September 30, 2022 and

December 31, 2021 (1)

Additional paid-in capital

7 unchanged sentences

Total stockholders' equity

Total liabilities and stockholders’ equity

Share and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse stock split effective February 14,

See Note 1 – Organization and Basis of Presentation for additional information

Total liabilities and stockholders’

____________________

Share and per share amounts have been retroactively adjusted

to reflect the one-for-thirty reverse stock split effective February 14, 2022.

See Note 1 – Organization and Basis of Presentation

for additional information

See accompanying notes to consolidated financial

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of revenues

12 unchanged sentences

( 2,481,175 )

( 8,949,169 )

Interest income

Interest expense

Gain on disposition of asset

Gain on disposition asset

Total other income (expense)

( 2,712,825 )

( 9,096,785 )

Loss before provision for income taxes

2 unchanged sentences

( 7,716,119 )

( 4,544,865 )

Provision for income taxes

6 unchanged sentences

( 1,741,523 )

Net loss attributable to Vivakor, Inc.

( 1,580,013 )

Net income (loss) attributable to Vivakor, Inc.

( 2,909,252 )

5 unchanged sentences

$ ( 7,086,213 )

$ ( 2,803,342 )

Dividend on preferred stock

3 unchanged sentences

$ ( 7,086,213 )

$ ( 2,845,538 )

Basic and diluted net loss per share (1)

Diluted net income per share (1)

Basic weighted average common shares outstanding (1)

Effect of dilutive securities (1)

Diluted weighted average common shares outstanding (1)

____________________

Share and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse stock split effective February 14, 2022.

2 unchanged sentences

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

Series A Preferred Stock

2 unchanged sentences

Total Stockholders'

March 31, 2022 (unaudited)

June 30, 2022 (unaudited)

$ ( 41,237,559 )

Common Stock issued for stock awards

Common stock issued as part consideration for the purchase of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC

Stock options issued for services

Stock based compensation

Distributions by noncontrolling interest

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

1 unchanged sentence

( 1,763,021 )

June 30, 2022 (unaudited)

September 30, 2022 (unaudited)

$ ( 42,817,572 )

5 unchanged sentences

$ ( 35,731,359 )

Common Stock issued for stock awards

Common Stock issued for a reduction of liabilities

Conversion of Series A Preferred Stock to Common Stock

Common Stock issued for cash, net of offering costs

Common Stock issued for cash

Common stock issued for fractional shares from reverse stock split

Common stock issued as part consideration for the purchase of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC

Stock options issued for services

Stock based compensation

Distributions by noncontrolling interest

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

1 unchanged sentence

( 7,716,919 )

June 30, 2022 (unaudited)

September 30, 2022 (unaudited)

$ ( 42,817,572 )

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

Series A Preferred Stock

2 unchanged sentences

Total Stockholders'

March 31, 2021 (1)

June 30, 2021 (1)

$ ( 30,141,278 )

Common Stock issued for a reduction of liabilities (1)

Conversion of temporary equity Series B and B-1 Preferred Stock to Common Stock (1)

Stock options issued for services

1 unchanged sentence

Issuance of noncontrolling interest for a reduction of debt

Dividend paid in Series B-1 Preferred Stock

( 9,410,931 )

Net income (loss)

( 2,909,252 )

( 3,394,931 )

June 30, 2021 (unaudited)

September 30, 2021 (unaudited) (1)

$ ( 33,050,530 )

16 unchanged sentences

( 1,741,523 )

June 30, 2021 (unaudited)

( 4,544,865 )

September 30, 2021 (unaudited) (1)

$ ( 33,050,530 )

________________________

Share and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse stock split effective February 14, 2022.

2 unchanged sentences

VIVAKOR, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended

OPERATING ACTIVITIES:

4 unchanged sentences

Depreciation and amortization

Forgiveness of notes payable

Common stock options issued for services

Common stock issued for services

Gain on disposal of asset

Unrealized gain (loss) marketable securities

Unrealized gain marketable securities

( 1,253,100 )

Gain on disposal of asset

Deferred income taxes

2 unchanged sentences

Accounts receivable

Prepaid expenses

Right of use assets- operating leases

Operating lease liabilities

Accounts payable and accrued expenses

Accrued interest on notes receivable

Accrued interest on notes payable

( 1,751,613 )

Interest on notes receivable

Interest on notes payable

Net cash used in operating activities

4 unchanged sentences

Payment on costs of patents

Cash paid to purchase a business (net of cash acquired)

Purchase of a technology license

7 unchanged sentences

FINANCING ACTIVITIES:

Finance lease liabilities

Payment of long-term debt

7 unchanged sentences

CASH AND CASH EQUIVALENTS, END OF PERIOD

SUPPLEMENTAL CASHFLOW INFORMATION:

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the year for:

2 unchanged sentences

Common stock issued for a reduction in liabilities

Accounts payable on purchase of equipment

Conversion of note receivable to equity investment

Noncontrolling interest issued for a reduction in liabilities

3 unchanged sentences

Dividend paid in Series B-1 Preferred Stock

Common stock issued in the

acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC

See accompanying notes to consolidated financial

27 unchanged sentences

obtain site personnel visas to recommence operations.

These suspensions have had a negative impact on our business and there can be no

guaranty that we will not need to suspend operations again in the future as a result of the pandemic.

We have experienced supply chain disruptions in building our Remediation Processing

Centers (“RPC”) and completing certain refurbishment on our precious metal extraction machines.

These suspensions have had

a negative impact on our business and there can be no guaranty that we will not need to suspend operations again in the future as a result

of the pandemic.

Interim Financial Information

10 unchanged sentences

of the condensed consolidated financial statements.

The operating results for the three and six months ended June 30, 2022 are not necessarily

indicative of the results expected for the full year ending December 31, 2022.

The operating results for the three and nine months ended September 30, 2022 are not

necessarily indicative of the results expected for the full year ending December 31, 2022.

Principles of Consolidation

The Company follows ASC 810-10-15 guidance with

respect to accounting for Variable Interest Entities (“VIE”).

A VIE is an entity that does not have sufficient equity at risk

to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any of

the characteristics of a controlling financial interest.

A variable interest is an investment or other interest that will absorb portions

of a VIE’s expected losses or receive portions of the entity’s expected residual returns.

For the six months ended June 30,

2022 and year ended December 31, 2021 the following entities are considered to be a VIE and are consolidated in our consolidated financial

On August 1, 2022,

we closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, a Louisiana limited

liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together

with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company

(“SFD”) and White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”) whereby, the Company

acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”),

making SFD and WCCC wholly owned subsidiaries of the Company.

The Company has incorporated Vivaventures

Remediation Corporation, a Texas corporation, which is a wholly owned subsidiary of the Company.

The Company has incorporated this

entity to direct its anticipated operations in Texas.

The Company follows ASC 810-10-15 guidance

with respect to accounting for Variable Interest Entities (“VIE”).

A VIE is an entity that does not have sufficient

equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity

investors lack any of the characteristics of a controlling financial interest.

A variable interest is an investment or other

interest that will absorb portions of a VIE’s expected losses or receive portions of the entity’s expected residual

For the nine months ended September 30, 2022 and year ended December 31, 2021 the following entities are considered to be a

VIE and are consolidated in our consolidated financial statements:

Viva Wealth Fund I, LLC and RPC Design and Manufacturing, LLC.

For the six months ended June 30, 2022 and year ended December

31, 2021 the following entities were considered to be a VIE, but were not consolidated in our consolidated financial statements due to

a lack of the power criterion or the losses/benefits criterion:

Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity

Fund, LLC, and International Metals Exchange, LLC.

For the six months ended June 30, 2022 and year ended December 31, 2021 the unaudited

financial information for the unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC held assets of $ 3,383,610 and $ 3,753,296 (where

the primary asset represents a receivable from the Company), and liabilities of $ 47,049 and $ 12,608 .

Vivaventures Royalty II, LLC held

assets of $ 2,939,498 and $ 2,648,810 (where the primary asset represents a receivable from the Company), and liabilities of $ 1,720 and

Vivaopportunity Fund LLC held assets of $ 2,119,856 and $ 2,119,961 (where the primary asset represents a noncontrolling interest

in units of a consolidated entity of the Company) and no liabilities.

International Metals Exchange, LLC held assets of $ 29,938 and $ 30,461

For the nine months ended September 30, 2022 and year ended December 31, 2021 the following entities were considered to be a VIE,

but were not consolidated in our consolidated financial statements due to a lack of the power criterion or the losses/benefits

Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity Fund, LLC, and International Metals Exchange, LLC.

For the nine months ended September 30, 2022 and year ended December 31, 2021 the unaudited financial information for the

unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC held assets of $ 3,345,351

and $ 3,753,296

(where the primary asset represents a receivable from the Company), and liabilities of $ 47,049

and $ 12,608 .

Vivaventures Royalty II, LLC held assets of $ 3,146,973

and $ 2,648,810

(where the primary asset represents a receivable from the Company), and liabilities of $ 1,720

Vivaopportunity Fund LLC held assets of $ 2,119,826

and $ 2,119,961

(where the primary asset represents a noncontrolling interest in units of a consolidated entity of the Company) and $ 8,755

International Metals Exchange, LLC held assets of $ 29,780

and liabilities of $ 1,900 .

RPC Design and Manufacturing, LLC:

June 30, 2022 and year ended December 31, 2021, investors in RDM have a noncontrolling interest of $ 387,049 and $ 629,694 , respectively.

As of June 30, 2022 and December 31, 2021, the cash and cash equivalents of this VIE are not restricted and can be used to settle the

obligations of the reporting entity.

As of June 30, 2022 and December 31, 2021 this VIE has an outstanding note payable to the reporting

entity in the amount of $ 628,828 and $ 354,566 , which is eliminated upon consolidation.

We have the primary risk (expense) exposure in

financing and operating the assets and are responsible for 100% of the operation, maintenance and any unfunded capital expenditures, which

ultimately could be 100% of a custom machine, and the decisions related to those expenditures including budgeting, financing and dispatch

Based on all these facts, it was determined that we are the primary beneficiary of RDM.

Therefore, RDM has been consolidated

Silver Fuels Delhi, LLC:

As of September

30, 2022, the cash and cash equivalents of this VIE are not restricted and can be used to settle the obligations of the reporting entity.

As of September 30, 2022 this VIE has a note receivable with the reporting entity in the amount of $ 557,401 , which is eliminated upon

consolidation.

We have the primary risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation,

maintenance and any unfunded capital expenditures, and the decisions related to those expenditures including budgeting, financing and

dispatch of power.

Based on all these facts, it was determined that we are the primary beneficiary of SFD.

Therefore, SFD has been consolidated

by the Company.

Any intercompany revenue and expense associated with RDM and its license agreement with the Company has been eliminated

in consolidation.

Viva Wealth Fund I, LLC:

30, 2022 and December 31, 2021, the cash and cash equivalents of this VIE are restricted solely for the use of proceeds of the VWFI

offering (to manufacture RPCs) and cannot be used to settle the obligations of the reporting entity.

As of June 30, 2022 and

December 31, 2021, the Company has cash attributed to variable interest entities of $ 296,257

White Claw Colorado City, LLC:

As of September

30, 2022, the cash and cash equivalents of this VIE are not restricted and can be used to settle the obligations of the reporting entity.

We have the primary risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation, maintenance

and any unfunded capital expenditures, and the decisions related to those expenditures including budgeting, financing and dispatch of

Based on all these facts, it was determined that we are the primary beneficiary of WCCC.

Therefore, WCCC has been consolidated

by the Company.

RPC Design and Manufacturing, LLC:

of September 30, 2022 and year ended December 31, 2021, investors in RDM have a noncontrolling interest of $ 303,451

and $ 629,694 ,

As of June 30, 2022, VWFI has reached $6,250,000 in funding and has released the funding for construction of RPC Series A.

commenced fundraising for RPC Series B.

In the event that VWFI does not raise at least $6,250,000 for these RPC Series by the

offering termination date (which date has been extended until November 13, 2022), then the convertible notes and/or units would

convert into Vivakor common stock where the minimum conversion price will be the greater of $13.50 or a 10% discount to market per

share or in the event of a public offering, 200% of the per share price of the Company common stock sold in the underwritten

offering, which was closed on February 14, 2022 at $5.00 per share.

As of August 8, 2022, VWFI has raised approximately $4,690,000

for RPC Series B.

VWFI unit holders may also sell their units to the Company for their principal investment amount on the

3 rd , 4 th , and 5 th anniversary of the offering termination date, which if this option were

exercised, the Company may elect to pay the amount in either cash or common stock.

The Company also has the option to purchase any

LLC units where the members did not exercise their conversion option under the same terms and pricing for cash or common stock.

has entered into a license agreement with the Company indicating that VWFI will pay the Company a license fee of $1,000,000 per

series of equipment manufactured with the Company’s proprietary technology, however these transactions are eliminated upon consolidation.

All of the operations of VWFI relate to private

placement offering to fund and manufacture proprietary equipment for the Company, as intended in VWFI’s design and

organization by the Company, so that the Company controls VWFI in its business purpose, use of proceeds, and selling and leasing of

its equipment solely to the Company.

respectively.

As of September 30, 2022 and December 31, 2021, the cash and cash equivalents of this VIE are not restricted and can

be used to settle the obligations of the reporting entity.

As of September 30, 2022 and December 31, 2021 this VIE has an

outstanding note payable to the reporting entity in the amount of $ 851,318

and $ 354,566 ,

which is eliminated upon consolidation.

We have the primary risk (expense) exposure in financing and operating the assets and are

responsible for 100% of the operation, maintenance and any unfunded capital expenditures, which ultimately could be 100% of a custom

machine, and the decisions related to those expenditures including budgeting, financing and dispatch of power.

Based on all these

facts, it was determined that we are the primary beneficiary of RDM.

Therefore, RDM has been consolidated by the Company.

intercompany revenue and expense associated with RDM and its license agreement with the Company has been eliminated in

consolidation.

Viva Wealth Fund I, LLC:

As of September

30, 2022 and December 31, 2021, the cash and cash equivalents of this VIE are restricted solely for the use of proceeds of the VWFI offering

(to manufacture RPCs) and cannot be used to settle the obligations of the reporting entity.

As of September 30, 2022 and December 31,

2021, the Company has cash attributed to variable interest entities of $ 147,865 and $ 199,952 .

As of September 30, 2022, VWFI has reached

$6,250,000 in funding and has released the funding for construction of RPC Series A.

VWFI has commenced fundraising for RPC Series B.

In the event that VWFI does not raise at least $6,250,000 for these RPC Series by the offering termination date (which date has been extended

until March 31, 2023), then the convertible notes and/or units would convert into Vivakor common stock where the minimum conversion price

will be the greater of $13.50 or a 10% discount to market per share or in the event of a public offering, 200% of the per share price

of the Company common stock sold in the underwritten offering, which was closed on February 14, 2022 at $5.00 per share.

As of November

3, 2022, VWFI has raised approximately $5,165,000 for RPC Series B.

VWFI unit holders may also sell their units to the Company for their

principal investment amount on the 3 rd , 4 th , and 5 th anniversary of the offering termination date, which

if this option were exercised, the Company may elect to pay the amount in either cash or common stock.

The Company also has the option

to purchase any LLC units where the members did not exercise their conversion option under the same terms and pricing for cash or common

VWFI has entered into a license agreement with the Company indicating that VWFI will pay the Company a license fee of $1,000,000

per series of equipment manufactured with the Company’s proprietary technology, however these transactions are eliminated upon consolidation.

All of the operations of VWFI relate to private placement offering to fund and manufacture proprietary equipment for the Company, as intended

in VWFI’s design and organization by the Company, so that the Company controls VWFI in its business purpose, use of proceeds, and

selling and leasing of its equipment solely to the Company.

Creditors of VWFI have no recourse to the general credit of the Company.

We have the primary

risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation, and any unfunded

capital expenditures, and the expense to the unit holders in conversion to common stock if series of equipment cannot be fully

have the primary risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation, and any

unfunded capital expenditures, and the expense to the unit holders in conversion to common stock if series of equipment cannot be fully

funded, which ultimately could be 100% of any custom machine.

By request of the fund manager, we are responsible for the decisions

related to the expenditures of VWFI proceeds including budgeting, financing and dispatch of power surrounding the series of

Based on all these facts, it was determined that we are the primary beneficiary of VWFI.

Therefore, VWFI has been

consolidated by the Company.

By request of the fund manager, we are responsible for the decisions related

to the expenditures of VWFI proceeds including budgeting, financing and dispatch of power surrounding the series of equipment.

all these facts, it was determined that we are the primary beneficiary of VWFI.

Therefore, VWFI has been consolidated by the Company.

Business Combinations

We apply the provisions of ASC 805,

Business Combinations (ASC 805), in accounting for our acquisitions.

ASC 805 requires that we evaluate whether a

transaction pertains to an acquisition of assets, or to an acquisition of a business.

A business is defined as an integrated set of

assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors.

acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a

relative fair value basis;

whereas the acquisition of a business requires us to recognize separately from goodwill the assets

acquired and the liabilities assumed at the acquisition date fair values.

Goodwill as of the business acquisition date is measured

as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the

liabilities assumed.

While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at

the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and

subject to refinement.

As a result, during the measurement period, which may be up to one year from the business acquisition date,

we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion

of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed,

whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

In addition, uncertain tax positions and tax

related valuation allowances assumed in a business combination are initially estimated as of the acquisition date.

reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any

adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period.

Subsequent to the

measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes

first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in

our consolidated statement of operations and could have a material impact on our results of operations and financial position.

Long Lived Assets

5 unchanged sentences

No impairment charges

were incurred during the six months ended June 30, 2022 or for the year ended December 31, 2021, as the Company was still in the

early phases of our business plan and operating losses were expected in our early phases.

were incurred during the nine months ended September 30, 2022 or for the year ended December 31, 2021, as the Company was still in

the early phases of our business plan and operating losses were expected in our early phases.

On March 11, 2020, the World Health

5 unchanged sentences

We have observed supply chain disruptions from the COVID-19 pandemic that has contributed to delays in the completion

of the manufacturing of our RPCs, although we do not believe that these delays have constituted a triggering event for impairment of

Our Kuwait operations were suspended to comply with the social distancing measures implemented in Kuwait, but in 2022

has allowed for the Company to obtain site personnel visas to recommence operations.

Our Utah operations were temporarily

suspended from March through May 2020, but have since resumed in full in its manufacturing of its RPCs, and construction and implementation of site and infrastructure preparations

in anticipation of commencing operations in 2022.

There can be no assurance, however, that market conditions

will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in

Intangible Assets :

We account for intangible assets in accordance

with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”).

Intangible asset amounts represent the acquisition

date fair values of identifiable intangible assets acquired.

The fair values of the intangible assets were determined by using the income

approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment.

The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure

and risk premiums including those reflected in the current market capitalization.

Definite-lived intangible assets are amortized over

their useful lives, which have historically ranged from 10 to 20 years.

The carrying amounts of our definite-lived intangible assets are

evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s

of the manufacturing of our RPCs as well as certain refurbishments to our precious metal extraction machines, although we do not

believe that these delays have constituted a triggering event for impairment of our assets.

Our Kuwait operations were suspended to

comply with the social distancing measures implemented in Kuwait, but in 2022 has allowed for the Company to obtain site personnel

visas to recommence operations.

Our Utah operations were temporarily suspended from March through May 2020, but have since resumed

in full in its manufacturing of its RPCs, and construction and implementation of site and infrastructure preparations in

anticipation of commencing operations in 2022.

The Company has been in discussions for the potential sale of the precious metal

extraction business and ammonia synthesis business, or certain assets of those businesses, including its equipment.

The Company is

exploring all options including operating the business, creating a joint venture to operate the business, or appraising the

businesses or their assets for the potential sale for at least the Company’s carrying value.

There can be no assurance that

market conditions will not change or demand for the Company’s services will continue, which could result in impairment of

long-lived assets in the future.

Asset Retirement Obligations

Under ASC 410-20, Asset Retirement and Environmental

Obligations – Asset Retirement Obligations, which relates to accounting requirements for costs associated with legal obligations

to retire tangible, long-lived assets, the Company records an Asset Retirement Obligation (“ARO”) at fair value in the period

in which it is incurred by increasing the carrying amount of the related long-lived asset.

In each subsequent period, liability is accreted

over time towards the ultimate obligation amount and the capitalized costs are depreciated over the useful life of the related asset.

The Company did not identify any significant or material cost after review;

thus, no ARO obligation is recorded for nine months ended

September 30, 2022.

Intangible Assets and Goodwill:

We account for intangible assets and

goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”).

Goodwill represents

the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets

Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired.

fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on

management’s expectations of the current and future operating environment.

The rates used to discount projected future cash

flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those

reflected in the current market capitalization.

Definite-lived intangible assets are amortized over their useful lives, which have

historically ranged from 10 to 20 years.

The carrying amounts of our definite-lived intangible assets are evaluated for

recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s

carrying amount.

1 unchanged sentence

with ASC 360 “ Property, Plant, and Equipment ” (“ASC 360”).

Impairment testing is required when events occur

that indicate an asset group may not be recoverable (“triggering events”).

Impairment testing is required when events

occur that indicate an asset group may not be recoverable (“triggering events”).

As detailed in ASC 360-10-35-21, the following

1 unchanged sentence

(a) A significant

decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived

asset (asset group) is being used or in its physical condition.

that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation

of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group)

(e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast

that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely

than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated

decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a

long-lived asset (asset group) is being used or in its physical condition.

business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator

(d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived

asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection

or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation

that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its

previously estimated useful life.

The term more likely than not refers to a level of likelihood that is more than 50 percent.

We have evaluated our intangible

assets and found that certain losses and a delay in our business plan may have constituted a triggering event for our intangible assets.

We performed an analysis and assessed that there was no impairment for the six months ended June 30, 2022 or for the year ended December

evaluated our intangible assets and found that certain losses and a delay in our business plan may have constituted a triggering event

for our intangible assets.

We performed an analysis and assessed that there was no impairment for the nine months ended September 30,

2022 or for the year ended December 31, 2021.

The Company has been in discussions for the potential sale of the ammonia synthesis business,

or certain assets of that business, including its patents.

The Company is exploring all options including operating the business, creating

a joint venture to operate the business, or appraising the businesses or their assets for the potential sale for at least the

Company’s carrying value.

The Company performs its annual goodwill impairment

test in the fourth quarter each year, and more frequently if facts and circumstances indicate such assets may be impaired, including significant

declines in actual or future projected cash flows and significant deterioration of market conditions.

The Company’s goodwill

impairment assessment includes a qualitative assessment to determine whether it is more likely than not that the fair value of

the goodwill is below its carrying value, each year, and more often if there are significant changes in business conditions that

could result in impairment.

When a quantitative analysis is considered necessary for the annual impairment analysis

of goodwill, the Company develops an estimated fair value for the reporting unit considering three different approaches:

market value, using the Company’s stock price plus outstanding debt;

2) discounted cash flow analysis;

and 3) multiple of

earnings before interest, taxes, depreciation and amortization based upon relevant industry data.

The estimated fair value of the reporting

unit is then compared to its carrying amount, including goodwill.

If the estimated fair value exceeds the carrying amount,

goodwill is not considered impaired.

If the carrying amount, including goodwill, exceeds its estimated fair value,

any excess of the carrying value of goodwill of the reporting unit over its fair value is recorded as an impairment.

Company has determined there has not been an interim impairment trigger since acquisition on August 1, 2022.

Contingent liabilities

From time to time the Company may work with success

based professional service providers, including securities counsel for private offerings, which may require contingent payments to be

made based on the future offering fundraising and financial performance of the offering.

In the event that an offering does not perform

or is never consummated, the Company may still be required to pay a portion of the success fees for the services provided in preparing

the offering.

The fair value of the contingent payments would be estimated using the present value of management's projections of the

financial results.

Failure to correctly project the financial results of the offering or settlement of legal fees related to the offering

could materially impact our results of operations and financial position.

Advertising Expense

Advertising costs are expensed as incurred.

Company did not incur advertising expense for the six months ended June 30, 2022 and 2021.

Company did not incur advertising expense for the nine months ended September 30, 2022 and 2021.

Net Income/Loss Per Share

Basic net income (loss) per share is

calculated by subtracting any preferred interest distributions from net income (loss), all divided by the weighted-average number of

common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net income (loss) per common

share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the

period determined using the treasury stock method if their effect is dilutive.

Potential dilutive instruments as of June 30, 2022

and 2021 include the following:

convertible notes payable convertible into approximately 14,560

shares of common stock, convertible Series A preferred stock convertible into none

shares of common stock (due to the event of a public offering of the Company’s common stock in February 2022 this will convert

to 833,333 shares), stock options granted to employees of 2,039,585

shares of common stock.

Stock options granted to Board members or consultants of 466,667

shares of common stock were granted as of June 30, 2022 and 2021.

There were also warrants issued and outstanding to EF Hutton of 80,000

shares of common stock as of June 30, 2022.

These warrants were related to and granted during the close of the

underwritten public offering in February 2022

Basic net income (loss) per share is calculated

by subtracting any preferred interest distributions from net income (loss), all divided by the weighted-average number of common shares

outstanding for the period, without consideration for common stock equivalents.

Diluted net income (loss) per common share is computed

by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using

the treasury stock method if their effect is dilutive.

Potential dilutive instruments as of September 30, 2022 and 2021 include the following:

convertible notes payable convertible into approximately 14,560 and 177,617 shares of common stock, convertible Series A preferred stock

convertible into none and 666,667 shares of common stock (due to the event of a public offering of the Company’s common stock in

February 2022 this will convert to 833,333 shares), stock options granted to employees of 2,006,251 and 183,333 shares of common stock.

Stock options granted to Board members or consultants of 133,333 and 466,667 shares of common stock were granted as of September 30, 2022

There were also warrants issued and outstanding to EF Hutton of 80,000 shares of common stock as of September 30, 2022.

warrants were related to and granted during the close of the underwritten public offering in February 2022.

Use of Estimates

6 unchanged sentences

effective interest rates related to long-term debt, marketable securities, cost basis and equity method investments, lease assets and

liabilities, equity method investments, valuation of stock used to acquire assets, and derivatives.

liabilities, equity method investments, valuation of stock used to acquire assets, derivatives, and fair values of the intangible assets

and goodwill related to business combinations.

While our estimates and assumptions are based

38 unchanged sentences

recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or

We have historically suffered net losses and

cumulative negative cash flows from operations, and as of June 30, 2022, we had an accumulated deficit of approximately $ 41.3

As of June 30, 2022 we had cash of $ 5,204,591 .

Company closed an underwritten public offering of 1,600,000

shares of common stock, at a public offering price of $5.00 per share, for aggregate gross proceeds of $ 8

million, prior to deducting underwriting discounts, commissions, and other offering expenses.

Prior to the offering, we financed our

operations primarily through debt financing, private equity offerings our working interest agreements.

We believe we have other

liquid assets that may be used to assist in financing the operations of the Company if needed, including marketable securities in

Scepter, which hold a fair value $ 1,818,029

as of June 30, 2022 and have been deposited for trading.

We believe the liquid assets from the Company’s available for sale

investments and funding provided from subsequent fundraising activities (see Note 15) of the Company give it adequate working

capital to finance our day-to-day operations for at least twelve months through August 2023.

Recent accounting pronouncements

The FASB issued ASU No.

2021-08, Accounting

for Contract Assets and Contract Liabilities from Contracts with Customers, in October 2021.

The guidance improves the accounting

for acquired revenue contracts with customers in a business combination by requiring contract assets and contract liabilities acquired

in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, Revenue

from Contracts with Customers, as if the acquirer had originated the contracts.

This guidance will be effective for fiscal years beginning

after December 15, 2022, including interim periods within that year, with early adoption permitted.

The Company has early adopted this

pronouncement and it has not materially impacted our consolidated financial statements.

Revenue Recognition

We adopted Accounting Standards Codification

606, Revenue from Contracts with Customers (“ASC 606”).

Due to the business combination in which we acquired Silver

Fuels Delhi, LLC and White Claw Colorado City, LLC, for the nine months ended September 30, 2022, approximately 97 %

of our sales consist of the sale of crude oil and are recognized at the time title to the product sold transfers to the purchaser,

which occurs upon delivery of the product to the purchaser or to the purchaser’s designated delivery points, at contractual

prices, which completes our performance obligation.

After completion of our performance obligation, we have an unconditional right

to consideration as outlined in our contracts.

the nature of our product we do not accept returns.

Our receivables will generally be collected in less than three months, in

accordance with the underlying payment terms.

Major Customers

and Concentration of Credit Risk

The Company has two major customers, which account

for approximately 96 %

of the balance of accounts receivable as of September 30, 2022 and for 99 %

of the Company’s revenues for the nine months ended September 30, 2022.

Additionally, the Company operates in the crude oil industry.

The industry concentration has the potential to impact the Company’s overall exposure to credit risk in that its customer may be

similarly affected by changes in economic, industry or other conditions.

There is risk that the Company would not be able to identify

and access replacement markets at comparable margins.

We have historically suffered net losses and cumulative

negative cash flows from operations, and as of September 30, 2022, we had an accumulated deficit of approximately $ 42.8 million .

September 30, 2022 we had cash of $ 4,521,791 .

The Company closed an underwritten public offering of 1,600,000 shares of common stock,

at a public offering price of $5.00 per share, for aggregate gross proceeds of $ 8 million , prior to deducting underwriting discounts,

commissions, and other offering expenses.

Prior to the offering, we financed our operations primarily through debt financing, private

equity offerings our working interest agreements.

We believe we have other liquid assets that may be used to assist in financing the operations

of the Company if needed, including marketable securities in Scepter, which hold a fair value $ 2,892,319 as of September 30, 2022 and

have been deposited for trading.

We believe the liquid assets from the Company’s available for sale investments and funding provided

from subsequent fundraising activities (see Note 19) of the Company give it adequate working capital to finance our day-to-day operations

for at least twelve months through November 2023.

Business Combination

On June 15, 2022, we

entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC ("Jorgan") and

JBAH Holdings, LLC (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi,

LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at closing, which occurred on August 1, 2022,

the Company acquired 100% of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”),

making SFD and WCCC wholly owned subsidiaries of the Company.

The purchase price for the Membership Interests is approximately $32.9 million,

after post-closing adjustments, paid for by the Company with a combination of shares of the issuance of 3,009,552 of the Company’s

common stock and secured three-year promissory notes made by the Company in favor of the Sellers in an aggregate amount of $ 28,664,284 .

For the acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

Schedule of business combination

Note payable to seller

Fair value of total consideration paid

Net assets acquired and liabilities assumed

Assets acquired in business combination

Current assets

Finance lease right-of-use assets (property, plant and equipment)

Contract-based intangible assets

Total assets acquired

Liabilities assumed in business combination

Current liabilities

$ ( 7,054,734 )

Long term liabilities

( 3,335,409 )

Total liabilities acquired

$ ( 10,390,143 )

Total net assets acquired

The value of goodwill represents SFD and WCCC’s

ability to generate profitable operations going forward.

Management estimated the provisional fair values of the intangible assets and

goodwill at September 30, 2022.

The measurement of assets acquired and liabilities assumed in the business combination is based on preliminary

estimates made by management and subject to adjustment within twelve months.

Management is performing a valuation study to calculate the

fair value of the acquired intangible assets and goodwill, which it plans to complete within the one-year measurement period.

contracts are amortized over the 9 year, 5 month life of the contracts.

Business combination related costs were expensed

as incurred and consisted of various advisory, legal, accounting, valuation and other professional fees totaling $174,592 for the nine

months ended September 30, 2022.

These costs are included in general and administrative expense in our consolidated statement of operations.

Since the date of acquisition on August 1, 2022

through September 30, 2022 $11,738,062 of sales in aggregate is attributed to SFD and WCCC.

The unaudited financial information in the

table below summarizes the combined results of operations of the Company, SFD, and WCCC for the nine months ended September 30, 2022 2021,

on a pro forma basis, as though the companies had been combined as of January 1, 2021.

The pro forma earnings for the nine months ended

September 30, 2022 and 2021, were adjusted to include intangible amortization expense of contracts acquired of $2,006,662, respectively.

The pro forma earnings for the nine months ended September 30, 2022 and 2021, were adjusted to include interest expense on notes payable

that were issued as consideration of $1,539,093 and $691,705, respectively.

The $174,592 of acquisition-related expenses were excluded

from the nine months ended September 30, 2022, and included in the nine months ended September 30, 2021, as if the acquisition occurred

at January 1, 2021.

The unaudited pro forma financial information does not purport to be indicative of the Company’s combined results

of operations which would actually have been obtained had the acquisition taken place on January 1, 2021, nor should it be taken as indicative

of future consolidated results of operations.

Schedule of proforma information

Nine months ended September 30,

Total net sales

Loss from operations

( 7,143,460 )

( 4,018,231 )

Net loss (attributable to Vivakor, Inc.)

$ ( 8,402,844 )

$ ( 4,670,569 )

Basic and diluted loss per share

Weighted average shares outstanding

Accounts receivable

Accounts receivable primarily relates to

sales to trade accounts receivable of customers for crude oil.

Differences between the amounts due from customers less an estimated

allowance for doubtful accounts, if deemed necessary by management, and based on a review of all outstanding amounts on a monthly

Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by using historical

experience applied to an aging of accounts.

As of September 30, 2022 no allowance

for doubtful accounts was deemed necessary.

An allowance for doubtful accounts was considered necessary by management as of December

31, 2021 in the amount of $ 33,000 .

Trade accounts receivable are zero interest bearing.

Trade accounts receivable of $ 1,186,803 and

other accounts receivable of $ 33,602

are with vendors or companies who share a beneficiary, James Ballengee, with Jorgan and JBAH, which in aggregate hold approximately

16% of our common stock.

Prepaid Expenses and Other Assets

As of June 30, 2022 and December 31, 2021, our

other assets mainly consist of various deposits with vendors, professional service agents, or security deposits on office and warehouse

As of June 30, 2022 and December 31, 2021 we had office and warehouse lease deposits in the amount of $ 61,676 and $ 73,245 .

of June 30, 2022 we had deposits in the amounts of $ 161,458 with vendors, professional service agencies, and a reclamation bond with the

Utah Division of Oil, Gas and Mining in the amount of $ 14,288 .

As of September 30, 2022, our prepaid expenses

mainly consist of prepaid insurances.

As of September 30, 2022 our other assets mainly

consist of various deposits with vendors, professional service agents, security deposits on office and warehouse leases, and security

deposits on finance leases.

As of September 30, 2022 and December 31, 2021 we had office and warehouse lease deposits in the amount of

$ 61,676 and $ 73,245 .

As of September 30, 2022 we had deposits in the amounts of $ 130,000 with professional service agencies and a reclamation

bond with the Utah Division of Oil, Gas and Mining in the amount of $ 14,288 .

As of September 30, 2022 we had finance lease deposits of

$ 579,034 , which will be returned at the end of the finance leases after we have complied with the terms of the lease (see Note 12).

Marketable Securities

As of December 31, 2020, the Company owned 3,309,758

shares of common stock in Odyssey Group International, Inc.

shares of common stock in Odyssey Health, Inc.

(“Odyssey”) ticker:

ODYY, OTC Markets.

In December 2021 we

sold such shares of Odyssey in a private transaction for a purchase price of $ 860,491 ,

with $10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of $850,491, reflecting the market price

at that time.

The Company accounted for such securities based on the quoted price from the OTC Markets where the stock is traded,

which resulted in the Company recording an unrealized loss of $ 595,392

on these marketable securities for the three months ended June 30, 2021 compared to an unrealized gain of $ 1,494,275

for the six months ended June 30, 2021.

In 2019 the Company had an investment of $ 800,000

or 800,000,000 shares of common stock, or a diluted 23% equity holding in Scepter Holdings, Inc.

In December 2021 we sold such

shares of Odyssey in a private transaction for a purchase price of $ 860,491 ,

with $10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of $850,491, reflecting the market price at

The Company accounted for such securities based on the quoted price from the OTC Markets where the stock is traded, which

resulted in the Company recording an unrealized loss of $ 379,011

on these marketable securities for the three months ended September 30, 2021 compared to an unrealized gain of $ 402,114

for the nine months ended September 30, 2021.

The Company has an investment of $ 881,768 or 826,376,882

shares of common stock in Scepter Holdings, Inc.

(“Scepter”), ticker:

In the fourth quarter of 2020, the Company was diluted to a 19% equity holding in Scepter, and was no longer deemed to have

significant influence and ceased to be an equity investment, and as the stock is traded on an active market, the Company has classified

the investment as marketable securities with the change in unrealized gains and losses on the investment included in the statement of

operations for the three months ended June 30, 2022 and 2021.

In August 2021 we converted $ 81,768 of our note receivable with Scepter

into 26,376,882 shares of Scepter common stock pursuant to the terms of the note at $0.0031 per share.

On the date of the conversion,

the Scepter price per share on OTC Markets was $0.0062 per share, which resulted in a $ 87,044 gain on the disposition of the note receivable.

The Company has accounted for such securities based on the quoted price from the OTC Markets where the stock is traded, which resulted

in the Company recording an unrealized loss on marketable securities of $ 1,652,755 and $ 8,353,777 for the three months ended June 30,

2022 and 2021 compared to an unrealized gain (loss) of $( 413,189 ) and 2,240,000 for the six months ended June 30, 2022 and 2021.

June 30, 2022 and December 31, 2021, the Company’s Chief Executive Officer has an immediate family member who sits on the board

of directors of Scepter Holdings, Inc.

As of June 30, 2022 and December 31, 2021 our Scepter marketable securities were valued at $ 1,818,029

BRZL, OTC Markets.

The Company currently holds an 18%

equity holding in Scepter, and is not deemed to have significant influence and is classified as marketable securities with the change

in unrealized gains and losses on the investment included in the statement of operations for the three and nine months ended September

30, 2022 and 2021.

In August 2021 we converted $ 81,768 of our note receivable with Scepter into 26,376,882 shares of Scepter common stock

pursuant to the terms of the note at $0.0031 per share.

On the date of the conversion, the Scepter price per share on OTC Markets was

$0.0062 per share, which resulted in a $ 87,044 gain on the disposition of the note receivable.

The Company has accounted for such securities

based on the quoted price from the OTC Markets where the stock is traded, which resulted in the Company recording an unrealized loss on

marketable securities of $ 1,074,290 and $ 1,389,014 for the three months ended September 30, 2022 and 2021 compared to an unrealized gain

of $ 661,101 and 850,985 for the nine months ended September 30, 2022 and 2021.

As of September 30, 2022 and December 31, 2021 our Scepter

marketable securities were valued at $ 1,818,029 and $ 2,231,218 .

As of June 30, 2022 and December 31, 2021, marketable

securities were $ 2,892,319 and $ 2,231,218 .

For the three months ended June 30, 2022 and 2021, the Company recorded a total unrealized

loss of $ 1,652,755 and $ 8,949,169 compared to an unrealized gain (loss) of $( 413,189 ) and $ 3,734,275 for the six months ended June 30,

For the three months ended September 30, 2022 and 2021, the Company recorded a total unrealized

loss of $ 1,074,290 and $ 2,481,175 compared to an unrealized gain of $ 661,101 and $ 1,253,100 for the nine months ended September 30, 2022

and 2021 on marketable securities in the statement of operations.

As of June 30, 2022, inventories consist primarily

of raw materials (including tar-sand stockpiles) and finished goods (which includes Fenix iron).

The tar-sand stockpiles consist of 10,000

tons of tar sand stockpile and are anticipated to be used for our extraction remediation units.

The stockpiles were acquired when the

Company entered into a land lease agreement for located in Vernal, Utah.

Under the terms of the lease agreement, we are required to pay

$3 per ton of oil sands processed.

As a condition of the lease, we were required to provide $ 30,000 toward initial tonnage of oil sands

to be processed at a cost of approximately $3.00 per ton.

The nano Fenix Iron are finished goods that have a 20-year shelf life and were

acquired at cost for $ 192,000 .

As of September 30, 2022, inventories

consist of crude oil and Fenix iron.

The crude oil is related to our oil gathering facility in Delhi, Louisiana.

The nano Fenix Iron

are finished goods that have a 20-year shelf life and were acquired at cost for $ 192,000 .

As of December 31, 2021, inventories consist primarily of the Fenix Iron.

Inventories are valued at the

lower of cost or market (net realizable value).

Inventories are valued at the lower of cost or market (net

realizable value).

Property and Equipment

The following table sets forth the components

of the Company’s property and equipment at June 30, 2022 and December 31, 2021:

of the Company’s property and equipment at September 30, 2022 and December 31, 2021:

Schedule of property and equipment, net

June 30, 2022

September 30, 2022

December 31, 2021

6 unchanged sentences

Office furniture and equipment

Finance lease right-of-use assets

Precious metal extraction machine- 1 ton

7 unchanged sentences

Total fixed assets

For the year ended December 31, 2021 the

Company issued 5,413 shares

of Series C-1 Preferred Stock value at $ 64,950

for equipment, which has been valued based on similar cash purchases of the Series C-1 Preferred Stock at approximately $12.00 per

For the six months ended June 30, 2022 and 2021 depreciation expense was $ 195,387 and

For the six months ended June 30, 2022 and 2021

capitalized interest to equipment from debt financing was $ 256,235 and

Equipment that is

currently being manufactured is considered construction in process and is not depreciated until the equipment is placed into

For the year ended December 31, 2021 the Company

shares of Series C-1 Preferred Stock value at $ 64,950

for equipment, which has been valued based on similar cash purchases of the Series C-1 Preferred Stock at approximately $12.00

For the nine months ended September 30, 2022 and 2021 depreciation expense was $ 500,352

and $ 8,671 .

For the nine months ended September 30,

2022 and 2021 capitalized interest to equipment from debt financing was $ 499,537

and $ 1,234,801 .

Equipment that is currently

being manufactured is considered construction in process and is not depreciated until the equipment is placed into service.

has been in discussions for the potential sale of the precious metal extraction business and ammonia synthesis business, or certain assets

of those businesses, including its precious metal extraction machines and bioreactors.

The Company is exploring all options including

operating the business, creating a joint venture to operate the business, or appraising the businesses or their assets for the potential

sale for at least the carrying value.

Intellectual Property, Net and Goodwill

The following table sets forth the components of the Company’s

intellectual property at September 30, 2022 and December 31, 2021:

Schedule of components of intellectual property

September 30, 2022

December 31, 2021

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Extraction Technology patents

Extraction Technology

Acquired crude oil contracts

Ammonia synthesis patents

Total Intellectual property

The changes in the carrying amount of goodwill are as follows:

Schedule of goodwill

January 1, 2021

September 30, 2022

On August 1, 2022,

the Company closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, and JBAH Holdings,

LLC, as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company ("SFD") and White Claw Colorado

City, LLC, a Texas limited liability company (“WCCC”) whereby, the Company acquired all of the issued and outstanding

membership interests in each of SFD and WCCC making SFD and WCCC wholly owned subsidiaries of the Company.

The purchase price for

the Membership Interests is approximately $ 32.9

million , after post-closing adjustments.

In the business combination

of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), who shares

a beneficiary, James Ballengee, with Jorgan and JBAH, whom in aggregate now hold approximately 16% of our common stock.

Under this agreement,

WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons

at a certain crude oil terminal operated by WCCC.

WC Crude is required to pay $150,000 per month even if the storage space is not used.

The agreement expires on December 31, 2031.

In the business combination

of acquiring SFD, we acquired an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which

WC Crude supplies volumes of Crude Petroleum to SFD, which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day,

and includes a guarantee that when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin on the oil purchased

from WC Crude, then WC Crude will pay to SFD the difference between the sales price and $5.00 per barrel.

In the event that SFD makes

more than $5.00 per barrel, SFD will pay WC Crude a profit-sharing payment in the amount equal to 10% of the excess price over $5.00 per

barrel, which amount will be multiplied by the number of barrels associated with the sale.

The Supply Agreement expires on December 31,

The measurement of

assets acquired and liabilities assumed in the business combination is based on preliminary estimates made by management and subject

to adjustment within twelve months.

Management estimated the provisional fair values of the intangible assets and goodwill at

September 30, 2022.

Management is performing a valuation study to calculate the fair value of the acquired intangible assets and

goodwill, which it plans to complete within the one-year measurement period.

Management has estimated the provisional fair values of

goodwill and the acquired contracts (described above) to be $ 6,562,028 and

$ 25,195,644 .

contracts are amortized over a 9 year, 5 month life.

Based on the estimated fair value, the three and nine months ended September

30, 2022 the amortization expense of the acquired contracts was $ 445,925 ,

and amortization expense for the year 2022 is estimated to be $ 1,114,812 ,

and for the years 2023 through 2027 is $ 2,675,644 in

each respective year.

As of September 30, 2022 the estimated net value of the acquired contracts is $ 24,749,719 .

The Company has been in discussions for the potential

sale of the ammonia synthesis business, or certain assets of that business, including its patents.

The Company is exploring all options

including operating the business, creating a joint venture to operate the business, or appraising the businesses or their assets for

the potential sale for at least the carrying value.

Accounts Payable and Accrued Expenses

2 unchanged sentences

Schedule of accounts payable and accrued expenses

September 30,

Accounts payable

2 unchanged sentences

Unearned revenue

Accrued interest (various notes and loans payable

Accrued interest (working interest royalty programs)

1 unchanged sentence

Accounts payable and accrued expenses

September 30, 2022, our accounts payable are primarily made up of trade payable for the purchase of for crude oil .

accounts payables in the amount of $ 3,731,888 is

with a vendor who shares a beneficiary, James Ballengee, with Jorgan and JBAH, whom in aggregate now hold approximately 16% of our

common stock.

$67,446 of accounts payable, which are not trade receivable, are with companies who share a beneficiary with Jorgan

and JBAH, whom in aggregate now hold approximately 16% of our common stock.

$43,434 of accounts payable, which are not trade

receivable, are with a related party where our Chief Financial Officer sits on the board of the directors and is an officer.

As of December

5 unchanged sentences

Loans and Notes Payable

Loans and Notes payable (including accrued interest)

consist of the following:

Loans and Notes payable consist of the following:

Schedule of loans and notes payable

September 30,

Various promissory notes and convertible notes

6 unchanged sentences

JP Morgan Chase Bank

Various Promissory Notes (c)

JBAH Holdings, LLC (c)

Jorgan Development, LLC (c)

Various Promissory Notes (d)

Total Notes Payable

7 unchanged sentences

In 2021 and 2020 the Company entered into various convertible promissory notes as follows:

Throughout 2021 and 2020 the Company

entered into convertible promissory notes with an aggregate principal of $ 415,000 .

The notes accrue interest at 10 % per annum and have

a maturity of the earlier of 12 months or the consummation of the Company listing its Common Stock on a senior stock exchange.

are convertible at the Company’s option into shares of the Company’s common stock at a price equal to 80% of the opening price

of the Company’s common stock on the national exchange or the offering price paid by the investors in the financing in connection

with the uplist, whichever is lower, or (ii) repaid in cash in an amount equal to the indebtedness being repaid plus a premium payment

equal to 15% of the amount being repaid.

If an event of default has occurred and the Company does not convert the amounts due under the

Note into the Company’s common stock, then the Company will have the option to convert the outstanding indebtedness into shares

of the Company’s common stock at a price equal to 80% of the weighted average trading price of the Company’s common stock

on the OTC Markets, or be repaid in cash in an amount equal to all principal and interest due under the Note.

All of these notes were

converted to common stock as of June 30, 2022.

October 13, 2020, the Company entered into a convertible promissory note in an amount of $280,500 having an interest rate of 12% per annum.

Throughout 2021 and 2020 the Company entered into convertible promissory notes with an aggregate principal of $415,000.

The notes accrue interest at 10% per annum and have a maturity of the earlier of 12 months or the consummation of the Company listing its Common Stock on a senior stock exchange.

The notes are convertible at the Company’s option into shares of the Company’s common stock at a price equal to 80% of the opening price of the Company’s common stock on the national exchange or the offering price paid by the investors in the financing in connection with the uplist, whichever is lower, or (ii) repaid in cash in an amount equal to the indebtedness being repaid plus a premium payment equal to 15% of the amount being repaid.

If an event of default has occurred and the Company does not convert the amounts due under the Note into the Company’s common stock, then the Company will have the option to convert the outstanding indebtedness into shares of the Company’s common stock at a price equal to 80% of the weighted average trading price of the Company’s common stock on the OTC Markets, or be repaid in cash in an amount equal to all principal and interest due under the Note.

All of these notes were converted to common stock as of September 30, 2022.

On October 13, 2020, the Company entered into a convertible promissory note in an amount of $280,500 having an interest rate of 12% per annum.

The note bears a 10% Original Issue Discount.

The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of

the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be

converted at a 30% discount to market.

The Company also issued 3,333 restricted shares with no registration rights in conjunction with

this note, which was recorded as a debt discount in the amount of $44,000, which is amortized to interest expense over the term

of the agreements using the effective interest method.

On March 28, 2021 the parties amended this agreement to state that in no event

shall the conversion price be lower than $3.00 per share.

In October 2021 the parties agreed to extend the maturity of this loan to April

13, 2022 in exchange for an increase in principal owed of $30,000.

This note has been converted to common stock as of June 30, 2022.

February 4, 2021, the Company entered into a convertible promissory note in an amount of $277,778 having an interest rate of 12% per annum.

The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be converted at a 30% discount to market.

The Company also issued 3,333 restricted shares with no registration rights in conjunction with this note, which was recorded as a debt discount in the amount of $44,000, which is amortized to interest expense over the term of the agreements using the effective interest method.

On March 28, 2021 the parties amended this agreement to state that in no event shall the conversion price be lower than $3.00 per share.

In October 2021 the parties agreed to extend the maturity of this loan to April 13, 2022 in exchange for an increase in principal owed of $30,000.

This note has been converted to common stock as of September 30, 2022.

On February 4, 2021, the Company entered into a convertible promissory note in an amount of $277,778 having an interest rate of 12% per annum.

The note bears a 10% Original Issue Discount.

The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of

the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be

converted at a 30% discount to market.

The Company also issued 3,333 restricted shares with no registration rights in conjunction with

this note, which was recorded as a debt discount in the amount of $36,000, which is amortized to interest expense over the term

of the agreements using the effective interest method.

On March 28, 2021 the parties amended this agreement to state that in no event

shall the conversion price be lower than $3.00 per share.

In February 2022 the parties agreed to extend the maturity of this loan to August

8, 2022 in exchange for an increase in principal owed of $25,000.

This note has been converted to common stock as of June 30, 2022.

Wealth Fund I, LLC is offering up to $25,000,000 in

convertible notes in a private offering .

As of June 30, 2022, VWFI has raised $10,510,000

and converted $8,575,000 of this debt to VWFI LLC units.

A convertible note will automatically convert

into the LLC units at the earlier of (i) the date that the Equipment is placed into quality control and testing or (ii) six months

from the date of investment.

The Company also issued 3,333 restricted shares with no registration rights in conjunction with this note, which was recorded as a debt discount in the amount of $36,000, which is amortized to interest expense over the term of the agreements using the effective interest method.

On March 28, 2021 the parties amended this agreement to state that in no event shall the conversion price be lower than $3.00 per share.

In February 2022 the parties agreed to extend the maturity of this loan to August 8, 2022 in exchange for an increase in principal owed of $25,000.

This note has been converted to common stock as of September 30, 2022.

On August 1, 2022, we closed a Membership Interest Purchase Agreement,

(the “MIPA”), with Jorgan Development, LLC, ("Jorgan") and JBAH Holdings, LLC (“JBAH”), as the equity

holders of Silver Fuels Delhi, LLC ("SFD") and White Claw Colorado City, LLC ("WCCC" ) whereby, the Company acquired

all of the issued and outstanding membership interests in each of SFD and WCCC, making SFD and WCCC wholly owned subsidiaries of the Company.

The consideration for the membership interests included secured three-year promissory notes in the amount of $286,643 to JBAH and $28,377,641

to Jorgan, which accrue interest of prime plus 3% on the outstanding balance of the notes.

Under the MIPA, the Company has committed to

make a payment to Jorgan and JBAH on or before February 1, 2024 in the amounts of $16,306,754 to Jorgan and $164,715 to JBAH, whether

in cash or unrestricted common stock.

In the event of a breach of the terms of the notes, the sole and exclusive remedy of the holder

of the notes will be to unwind the MIPA transaction.

The principal amount of the notes, together with any and all accrued and unpaid interest

thereon, will be paid to on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th )

calendar day of each calendar month thereafter.

Monthly Free Cash Flow means cash proceeds received by SFD and WCCC from its operations

minus any capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective

equipment, additions to the land/current facilities and pipeline connections) and any payments on the lease obligations of SFD and WCCC.

Subsequent to September 30, 2022, we entered into an agreement amending the notes issued as consideration in the MIPA, whereby, as soon

as is practicable, following and subject to the approval of the Company’s shareholders, and provided there are no applicable prohibitions

under the rules of The Nasdaq Capital Market or other restrictions, the Company will issue 7,042,254 restricted shares of the Company’s

common stock as a payment of $10,000,000 toward the principal of the notes on a pro rata basis, reflecting a conversion price of $1.42

6,971,831 shares will be issued to Jorgan and $9,900,000 of principal owed to Jorgan will be cancelled and 70,423 shares will

be issued to JBAH and $100,000 of principal owed to JBAH will be cancelled.

Once the registration statement is declared effective by the

SEC, the Note Payment will count against the threshold payment amount, as defined in the notes and the MIPA.

The balance of these various promissory notes are related to the special purchase vehicle, Viva Wealth Fund I, LLC (VWFI) of which the balance primarily related to an offering up to $25,000,000 in convertible notes in a private offering.

As of September 30, 2022, VWFI has raised $11,125,000 and converted $8,950,000 of this debt to VWFI LLC units.

A convertible note will automatically convert into the LLC units at the earlier of (i) the date that the Equipment is placed into quality control and testing or (ii) six months from the date of investment.

The convertible notes will accrue interest at 12% per annum and are paid quarterly.

maturity date, remaining interest will be paid, at which time no further interest payments will accrue.

Upon the offering

termination date, all units accepted for any series of equipment will automatically convert to Vivakor common stock if the Company

has not accepted subscriptions for at least $6,250,000 for a series of equipment.

The conversion price of the automatic stock

conversion will be the the greater of $13.50 or a 10% discount to market per share or in the event of a public offering, 200% of the

per share price of the Company common stock sold in an underwritten offering, which was closed on February 14, 2022 at $5.00 per

The termination date of the offering has been extended until November 13, 2022

in the sole discretion of the Company.

As of April 28, 2021 VWFI has reached $6,250,000 in funding and has released the funding for

construction of RPC Series A.

VWFI has commenced fundraising for RPC Series B and has raised approximately $4,690,000 to manufacture

RPC Series B.

Subsequent to June 30, 2022 an additional $30,000 of this debt has been converted into units of the LLC.

At the maturity date, remaining interest will be paid, at which time no further interest payments will accrue.

Upon the offering termination date, all units accepted for any series of equipment will automatically convert to Vivakor common stock if the Company has not accepted subscriptions for at least $6,250,000 for a series of equipment.

The conversion price of the automatic stock conversion will be the greater of $13.50 or a 10% discount to market per share or in the event of a public offering, 200% of the per share price of the Company common stock sold in an underwritten offering, which was closed on February 14, 2022 at $5.00 per share.

The termination date of the offering has been extended until March 31, 2023 in the sole discretion of the Company.

As of April 28, 2021 VWFI has reached $6,250,000 in funding and has released the funding for construction of RPC Series A.

VWFI has commenced fundraising for RPC Series B, and as of September 30, 2022, VWFI has raised approximately $4,875,000 to manufacture RPC Series B as of September 30, 2022.

Subsequent to September 30, 2022 an additional $290,000 has been raised in relation this offering, and $290,000 of this debt has been converted into units of the LLC.

VWFI has also entered into various master revolving notes outside of the offering:

$329,500, from a related party of VWFI, which accrues 6% interest per annum, has a maturity date of October 11, 2023, where no payments are made prior to the maturity date unless at the option of the fund;

$300,000, from a related party of VWFI, which accrues 5% interest per annum, has a maturity date of July 14, 2024, where no payments are made prior to the maturity date unless at the option of the fund;

$184,415, made up of two loans with the Company, which accrue between 3-5% interest per annum, have maturity dates of October 14, 2023 and April 20, 2024, where no payments are made prior to the maturity date unless at the option of the fund, and all principal and interest of these two loans is eliminated upon consolidation.

Commitments and Contingencies

Finance Leases

In the business combination where we acquired

Silver Fuels Delhi, LLC (SFD) and White Claw Colorado City, LLC (WCCC), we acquired certain finance leases contracts and liabilities as

described below:

On March 17, 2020, the SFD entered into two sale

and leaseback transactions with Maxus Capital Group, LLC (“Maxus”).

The first transaction involved the Company assigning

twelve 400-barrel steel storage tanks, two truck offloading transfer meters and two pipeline transfer meters located in Richland Parish,

Louisiana to Maxus for consideration of $ 1,025,000

and subsequently entering into an agreement to lease the assets back from Maxus for 60 monthly payments of $ 22,100 .

At the end of the lease term there is an option purchase the assets back from Maxus at a purchase price of $ 1 .

The second transaction involved the Company assigning all remaining property at the oil gathering facility in Richland Parish, Louisiana

with the exception of land, to Maxus for consideration of $ 1,350,861

and subsequently entering into an agreement to lease the assets back from Maxus for 60 monthly payments of $ 18,912 .

At the end of the lease term, there is an option to purchase the assets back from Maxus at a purchase price of $ 877,519 .

The 9.39 acres of land located Richland Parish, Louisiana, which contains the oil gathering facility, is being used as collateral for

both lease obligations.

We are required to make minimum cash reserve

payments of at least $ 24,000 ($ 8,945

for the first and second lease, respectively) each month in addition to the base lease payments.

The cash reserve payments are

to be used in the event of a default.

At the end of the term, Maxus will return the balance of any cash reserve payments.

of September 30, 2022, the balances of the cash reserves for these leases were $ 369,109

and $216,000, respectively.

As these leases grant the lessee an option to purchase the underlying

asset that the lessee is reasonably certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of

use assets in our property, plant, and equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease

liability due to Maxus.

The Company is using imputed interest rates of 12.39 %

and 10.36 % for the first and second

lease obligations, respectively, which results in the carrying value of the financial liabilities equating the estimated book value of

the leased assets at the end of the lease terms and the dates at which the Company may exercise its buy-back options.

Future minimum

lease payments for each of the next four years under the Maxus lease obligations is as follows:

2022 $ 123,063 ,

2023 $ 492,145 , 2024 $ 492,145 ,

and 2025 $ 82,024 .

On December 28, 2021, the WCCC entered into a sale and leaseback

transaction with Maxus, where WCCC assigned the crude oil, natural gas liquids, condensate, and liquid hydrocarbon receipt,

throughput, processing, gathering, and delivery terminal, commonly known as the China Grove Station (the “China Grove

Station”), located in Colorado City, Texas to Maxus for consideration of $ 2,500,000 and entered into a lease agreement to

lease the China Grove Station back from Maxus for 60 monthly payments of $ 39,313 .

At the end of the lease term, the Company has an

option to purchase the China Grove Station back from Maxus at 35% of the original cost, or $ 875,000 .

The Company has pledged 100% of

its interests in accounts receivable as collateral for the lease obligation.

The Company is required to make minimum cash reserve

payments of at least $ 16,100 each month in addition to the base lease payments until Maxus has received $ 471,756 .

The cash reserve

payments are to be used in the event of default.

As of September 30, 2022, the balance of the cash reserves for these leases were

As these leases grant the lessee an option to purchase the underlying

asset that the lessee is reasonably certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of

use assets in our property, plant, and equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease

liability due to Maxus.

Company is using an imputed interest rate of 8.54 % for the lease obligation, which results in the carrying value of the financial

liability equating the estimated book value of the China Grove Station at the end of the lease term and the date at which the

Company may exercise its buy-back option.

Future minimum lease payments for each of the next five years under the Maxus lease

obligation are as follows:

2022 $ 117,939 , 2023 $ 471,756 , 2024 $ 471,756 , 2025 $ 471,756 , and 2026 $ 432,443 .

On December 28, 2021, WCCC incurred $ 82,400 in financing fees related

to the Maxus lease.

Such costs have been deferred and are being amortized on a straight-line basis over the five-year term of the related

Debt issuance costs amortized to interest expense from the acquisition date on August 1, 2022 to September 30, 2022 were $ 2,746 .

The Maxus lease obligation, net of current portion is recorded on the accompanying balance sheet net of unamortized debt issuance costs.

The components of the finance

lease cost from the date of acquisition on August 1, 2022 to September 30, 2022 is as follows:

Finance lease cost

Amortization of right of use asset

Interest on lease liabilities

Total lease cost

The aggregate finance lease liabilities as of

September 30, 2022 was $ 3,875,360 , net unamortized financing fees.

The following table reconciles the undiscounted cash flows for the

finance leases as of September 30, 2022 to the finance lease liability recorded on the balance sheet:

Schedule of financing lease liability

Total undiscounted lease payments

Imputed interest

Present value of lease payments

carrying value of lease obligation at end of lease term

Present value of lease payments

Total finance lease obligations

Unamortized financing fees

Total lease obligations, net

Finance lease liabilities, current

Finance lease liabilities, long-term

Weighted-average remaining lease term

Weighted-average discount rate

Operating Leases

Commencing on September 15, 2019, the Company

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Under the terms of the lease agreement, we are required to make the following monthly lease payments:

Year 1 $ 21,927 , Year 2 $ 22,832 ,

Year 3 $ 23,737 , Year 4 $ 24,712 , Year 5 $ 25,686 .

As a condition of the lease, we were required to provide a $ 51,992 security deposit.

Year 1 $ 21,927 ,

Year 2 $ 22,832 ,

Year 3 $ 23,737 ,

Year 4 $ 24,712 ,

Year 5 $ 25,686 .

As a condition of the lease, we were required to provide a $ 51,992

security deposit.

On February 1, 2022, the Company entered into

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The lease requires a monthly lease payment of $ 2,000 as long as the Company remains in the space.

The right-of-use asset for operating leases as

of June 30, 2022 and December 31, 2021 was $ 721,550 and $ 663,291 .

Rent expense for the six months ended June 30, 2022 and 2021 was $ 199,170

The right-of-use asset for operating leases

as of September 30, 2022 and December 31, 2021 was $ 648,201

and $ 663,291 .

Rent expense for the nine months ended September 30, 2022 and 2021 was $ 294,382

and $ 246,526 .

The following table reconciles the undiscounted

cash flows for the leases as of June 30, 2022 to the operating lease liability recorded on the balance sheet:

cash flows for the leases as of September 30, 2022 to the operating lease liability recorded on the balance sheet:

Schedule of lessee operating lease liability

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amount equal to the lease payments in a similar economic environment.

Based on an assessment of the Company’s borrowings the incremental

borrowing rate was determined to be 7%.

Based on an assessment of the Company’s borrowings at the

time the operating leases were entered into, the incremental borrowing rate was determined to be 7%.

Employment Agreements

In June 2022, the Company entered into employment

agreements with its Chief Executive Officer and Chief Financial Officer, which provide for annual base salaries of $375,000 and $350,000,

respectively, and provide for incremental increases in their salaries upon the Company’s achievement of specific performance metrics.

The Company is currently accruing substantial portions of both executive’s base salaries (see Note 7).

The employment agreements

provide for the grant of stock options to the Chief Executive Officer and Chief Financial Officer to purchase up to 955,093 and 917,825

shares of the Company’s common stock, respectively, at an exercise price equal to 110% and 100% of the fair market value of the

Company’s common stock on the date of grant.

The stock option will vest after two years of continuous employment, subject to acceleration

if terminated without cause or resignations for good reason.

The agreement also provides that it is anticipated that the executives will

receive bonuses for 2022 which will be determined by the Company’s Compensation Committee and Board of Directors after taking into

account the general business performance of the Company, including any completed financings and or acquisitions.

On September 30, 2022, the Board of Directors of the Company received

notice from Matthew Nicosia, the Company’s Chief Executive Officer and Chairman of the Board of Directors of his resignation from

such positions.

Such resignations are not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices and the resignation is considered to be without good reason.

On October 28, 2022 we entered into an executive employment agreement with a new Chief Executive Officer

(see Note 19).

In June 2022, the Company entered into employment agreements with its previous Chief Executive Officer and its current

Chief Financial Officer, which provided for annual base salaries of $375,000 and $350,000, respectively, and provided for incremental

increases in their salaries upon the Company’s achievement of specific performance metrics.

The Company is currently accruing substantial

portions of executive base salaries (see Note 10).

The employment agreements provided for the grant of stock options to the previous Chief

Executive Officer and the current Chief Financial Officer to purchase up to 955,093 and 917,825 shares of the Company’s common stock,

respectively, at an exercise price equal to 110% and 100% of the fair market value of the Company’s common stock on the date of

The previous Chief Executive Officer vested in 503,935 of these stock options before his resignation without good reason with the

remainder of his stock options cancelled.

The total stock options for the Chief Executive Officer vest over two years of continuous employment,

subject to acceleration if terminated without cause or resignations for good reason.

The Chief Financial Officer’s agreement also

provides that it is anticipated that the executive will receive bonuses for 2022 which will be determined by the Company’s Compensation

Committee and Board of Directors after taking into account the general business performance of the Company, including any completed financings

and or acquisitions.

Contingent liabilities

From time to time the Company may work with success

based professional service providers, including securities counsel for private offerings, which may require contingent payments to be

made based on the future offering fundraising and financial performance of the offering.

In the event that an offering does not perform

or is never consummated, the Company may still be required to pay a portion of the success fees for the services provided in preparing

the offering.

The fair value of the contingent payments would be estimated using the present value of management's projections of the

financial results.

Failure to correctly project the financial results of the offering or settlement of legal fees related to the offering

could materially impact our results of operations and financial position.

Long-term Debt

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Long term debt

The following table sets forth the estimated

payment schedule of long-term debt as of June 30, 2022:

The following table sets forth the estimated payment

schedule of long-term debt as of September 30, 2022:

Schedule of long-term debt maturities

Stockholders' Equity

On August 1, 2022,

we closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”)

and JBAH Holdings, LLC, ("JBAH"), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw

Colorado City, LLC (“WCCC”), whereby, the Company acquired all of the issued and outstanding membership interests in

each of SFD and WCCC, making SFD and WCCC wholly owned subsidiaries of the Company.

The purchase price for the Membership Interests

is approximately $ 32.9

million , after post-closing adjustments, payable in part by the issuance of 3,009,552

shares of the Company’s common stock, amount equal to 19.99 %

of the number of issued and outstanding shares of the Company’s common stock immediately prior to closing.

JBAH and Jorgan

have entered into 18-month lock-up agreements to the 3,009,552

common shares issued for consideration.

Temporary Equity

The following table shows all changes to temporary equity during for

the six months ended June 30, 2021.

All Series B, B-1, and C-1 Preferred Stock was

converted to Common Stock as of June 30, 2021.

There was no activity for Series B, B-1, and C-1 Preferred Stock, which remain at a zero

balance, for the three months ended September 30, 2021.

Schedule of temporary equity

Convertible Preferred Stock

March 31, 2021

Dividend paid in Series B-1 Preferred Stock

Conversion of Series B and B-1 Preferred Stock to Common Stock

( 1,281,500 )

( 3,445,716 )

( 4,658,123 )

June 30, 2021

Convertible Preferred Stock

December 31, 2020

Series C-1 Issue for a reduction in stock payables

Dividend paid in Series B-1 Preferred Stock

Dividend paid in Series B-1 Preferred

Conversion of Series B and B-1 Preferred Stock to Common Stock

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( 4,615,927 )

June 30, 2021

September 30, 2021

During the year ended December 31, 2021, all shares of Series B, B-1,

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Noncontrolling Interest

For the six months ended June 30, 2022 and 2021, the Company converted

$ 3,025,000 and $ 735,000 in Viva Wealth Fund I, LLC convertible promissory notes into 605 and 147 units of noncontrolling interest in Viva

Wealth Fund I, LLC.

For the six months ended June 30, 2021 and 2020,

For the nine months ended September 30, 2022 and 2021, the Company

converted $ 3,400,000 and $ 2,720,000 in Viva Wealth Fund I, LLC convertible promissory notes into 680 and 544 units of noncontrolling interest

in Viva Wealth Fund I, LLC.

For the nine months ended September 30, 2022 and

2021, the Company paid distributions to Viva Wealth Fund I, LLC unit holders of $ 593,087 and none .

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statement based on their fair values at the date of grant, net of estimated forfeitures.

As of June 30, 2022 and December 31, 2021,

As of September 30, 2022 and December 31,

2021, the Company has granted stock-based compensation to employees, including a 16,667

share stock award, which was issued in 2018 and vested in May 2022, 166,667

in employee stock options that were issued in 2020 and cliff vest at the end of five years, and 1,872,918

employee stock options granted in June 2022 and vest over a period of two years.

For the six months ended June 30, 2022 and 2021,

stock-based compensation was $ 1,340,703

in employee stock options that were issued in 2020 to cliff vest at the end of five years, but were cancelled on September 1, 2022

by the parties in conjunction with the issuance of 1,872,918

employee stock options granted in June 2022 that were to vest over a period of two years, for which 451,158

of these options were cancelled with the resignation without cause of our Chief Executive Officer.

For the nine months ended

September 30, 2022 and 2021, stock-based compensation was $ 2,185,615

and $ 334,584 .

In 2020, the Company also granted non-statutory stock options, including 133,333

stock options to the Board of Directors, which vests over 1 year, and a 333,334

stock option to a consultant, which vests over 4 years.

Non-statutory stock-based compensation was $ 855,000

stock options to the Board of Directors, which vested over 1 year, and a 333,334

stock option to a consultant, which was to vest over 4 years, but was cancelled on September 1, 2022 by the parties which concluded

that is was not probable that certain performance targets would be met, as agreed upon by both parties.

Non-statutory stock-based

compensation was $ 1,172,500

and $ 1,157,500

for the six months ended June 30, 2022 and 2021.

for the nine months ended September 30, 2022 and 2021.

In 2022, the Company closed on its underwritten public offering in which the

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There were no other options granted during the

six months ended June 30, 2022 and 2021, respectively.

nine months ended September 30, 2022 and 2021, respectively.

The assumptions used in the Black-Scholes option

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Schedule of warrant assumptions

December 31, 2020 through June 30, 2022

December 31, 2020 through September 30, 2022

Risk-free interest rate

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The following table summarizes all stock option

activity of the Company for the six months ended June 30, 2022 and 2021:

activity of the Company for the nine months ended September 30, 2022 and 2021:

Schedule of option activity

Outstanding, December 31, 2021

Outstanding, June 30, 2022

Forfeited/canceled

Outstanding, September 30, 2022

Exercisable, December 31, 2021

Exercisable, June 30, 2022

Exercisable, September 30, 2022

Outstanding, December 31, 2020

Outstanding, June 30, 2021

Outstanding, September 30, 2021

Exercisable, December 31, 2020

Exercisable, June 30, 2021

As of June 30, 2022 and December 31, 2021, the

aggregate intrinsic value of the Company’s outstanding options was approximately none.

Exercisable, September 30, 2021

As of September 30, 2022 and December 31, 2021,

the aggregate intrinsic value of the Company’s outstanding options was approximately none.

The aggregate intrinsic value will change

based on the fair market value of the Company’s common stock.

As of June 30, 2022 and December 31, 2021,

the Company had 80,000

warrants outstanding.

As of September 30, 2022 and December 31, 2021,

the Company had 80,000 and no warrants outstanding.

On February 14, 2022, the Company closed on its underwritten public offering of 1,600,000

shares of common stock, at a public offering price of $5.00 per share.

In addition, the Company has issued the underwriter, EF

Hutton, 5-year warrants to purchase 80,000

shares of common stock at an exercise price equal $ 5.75 .

In addition, the Company has issued the underwriter, EF Hutton,

5-year warrants to purchase 80,000 shares of common stock at an exercise price equal $ 5.75 .

and were valued with a fair market value of

We used the Black-Scholes option pricing model to determine the fair value of

the warrants, with assumptions of a risk free rate of 1.92%, an expected life of 5 years, and volatility of 167%.

The impact of

these warrants has no effect on stockholder’s equity, as they are considered equity-like instruments, and are considered a

direct expense of the offering.

We used the Black-Scholes option pricing model to determine the fair value of the warrants, with assumptions of a risk free

rate of 1.92%, an expected life of 5 years, and volatility of 167%.

The impact of these warrants has no effect on stockholder’s

equity, as they are considered equity-like instruments, and are considered a direct expense of the offering.

The Company calculates its quarterly tax provision

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applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

Company recorded a provision for income taxes of $ 800 and $ 723,911 for the six months ended June 30, 2022 and 2021, respectively.

Company is projecting a (0.04)% effective tax rate for the year

ending December 31, 2022, which is primarily the result of projected provision from book loss incurred for the year offset by additional

valuation allowance on the net operating losses.

The Company’s effective tax rate for 2021 was 9.18 % which was the result of the

benefit of book income for the year.

The Company recorded a provision for income taxes

of $ 800 and none for the nine months ended September 30, 2022 and 2021, respectively.

The Company is projecting a (0.01)% effective tax

rate for the year ending December 31, 2022, which is primarily the result of projected provision from book loss incurred for the year

offset by additional valuation allowance on the net operating losses.

The Company’s effective tax rate for 2021 was 9.18 % which

was the result of the benefit of book income for the year.

As of December 31, 2021, the Company had estimated

4 unchanged sentences

subsequent events through the date the financial statements were available to issue.

On August 1, 2022, we

closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, a Louisiana limited liability

company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company ("JBAH" and, together with Jorgan, the

"Sellers"), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company ("SFD") and White

Claw Colorado City, LLC, a Texas limited liability company ("WCCC" ) whereby, the Company acquired all of the issued and outstanding

membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of

The purchase price for the Membership Interests is approximately $37.4 million, subject to post-closing adjustments, payable

by the Company in a combination of 3,009,552 shares of the Company’s common stock, amount equal to 19.99% of the number of issued

and outstanding shares of the Company’s common stock immediately prior to issuance, a secured three-year promissory notes made by

the Company in favor of the Sellers, and the assumption of certain liabilities of SFD and WCCC.

The shares of the Company’s common

stock and the Notes will have an aggregate value of approximately $32,942,939.

Sellers have entered

into 18-month lock-up agreements at closing with regard to the 3,009,552 common shares issued for consideration for the Membership Interests.

Under the MIPA, the

Company has committed to make a payment to the Sellers on or before the 18-month anniversary of the closing date in the amount of

$16,471,469 whether in cash or unrestricted common stock.

In the event of a breach

of the terms of the MIPA, the Notes, or the Pledge Agreement, the sole and exclusive remedy of the parties will be to unwind the MIPA

The principal amount

of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly basis in an amount

equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th ) calendar day of each calendar month thereafter.

Monthly Free Cash Flow means cash proceeds received by SFD and WCCC from its operations minus any capital expenditures (including, but

not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities

and pipeline connections) and any payments on capital lease obligations of SFD and WCCC.

In conjunction with the

closing under the MIPA, SFD, WCCC and the Company will enter into a Shared Services Agreement with Endeavor Crude, LLC, a Texas limited

liability company affiliated with the Sellers (“Endeavor”), under which Endeavor will provide certain operating and administrative

services to SFD and WCCC.

In conjunction with the

closing we entered into a Master Netting Agreement, hereto (the “Netting Agreement”), with Jorgan, JBAH, Endeavor and White

Claw Crude, LLC under which all amounts as a result of all Contracts during a given calendar month shall be netted against all amounts

owed as a result of all contracts and the resulting net amount shall be payable.

The Netting Agreement includes contracts such as the

MIPA, the Notes, any pledge agreements, the Shared Services Agreement, the Crude Petroleum Supply Agreement dated January 1, 2021, by

and between WC Crude and SFD, as amended, and the Oil Storage Agreement dated January 1, 2021, by and between WC Crude, as Shipper, and

WCCC, as Operator, as amended.

In the acquisition

of WCCC we also acquired WCC’s Oil Storage Agreement with WC Crude, under which WC Crude has the right, subject to the payment of

service and maintenance fees, to store volumes of crude oil and other liquid hydrcarbons at a certain crude oil and liquid hydrocarbon

receipt, storage, blending, throughput and delivery terminal operated by WCCC, which expires on December 31, 2031.

In the acquisition of

SFD, we acquired a Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies

volumes of Crude Petroleum to SFD.

WC Crude and SFD will be entered into an amendment to the Supply Agreement, in conjunction with the

closing under the MIPA, which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day, and includes a guarantee that

when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin that WC Crude will pay to SFD the difference between

the sales price and $5.00 per barrel In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit sharing payment

in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated

with the sale.

The Supply Agreement, as amended, will remain in effect through and including December 31,2031.

In the acquisition of

SFD, we acquired a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana,

along with its existing sales agreements, where a subsidiary of a large NYSE traded energy company is obligated to purchase blended crude

oil from SFD in amounts up to 60,000 barrels per month.

With prior approval, SFD is eligible to sell to the Purchaser amounts greater

than 60,000 barrels of crude oil per month.

In the acquisition of WCCC, we acquired a 120,000 barrel crude oil storage tank, in the heart

of the Permian Basin, located near Colorado City, Texas.

The storage tank is presently connected to the Lotus pipeline system

Subsequent to June 30, 2022, VWFI has raised $430,000

in conjunction with the $25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC units,

to accredited investors to raise funds to manufacture equipment that manufacture RPC Series B.

Subsequent to June 30, 2022, VWFI has also

converted $30,000 of convertible debt into VWFI LLC units.

On October 24, 2022,

the Board of Directors resolved to increase their compensation to (i) $50,000 per year in cash effective August 1, 2022, in equal quarterly

payments, with the first such payment, in the amount of $12,500 due November 1, 2022 and, thereafter, $12,500 every February 1, May 1,

August 1 and November 1, and (ii) 100,000 stock options priced at $2.50 per share, vesting immediately.

In addition, the Board of Directors

approved a one-time payment of $10,000 to each Mr.

Trent Staggs and Mr.

Al Ferrara for serving as the Chairperson of the Compensation

Committee and Chairperson of the Audit Committee of the Board of Directors, respectively, payable on November 1, 2022.

On October 28, 2022,

we entered into an executive employment agreement with James Ballengee (the “Employment Agreement”) with respect to the Company’s

appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the Board of Directors (the “Board”).

the Employment Agreement, Mr.

Ballengee will receive annual compensation of $1,000,000 payable in shares of the Company’s common

stock, issued in four equal quarterly installments, priced at the volume weighted average price (VWAP) for the five trading days preceding

the date of the Employment Agreement and each anniversary thereof (the “CEO Compensation”).

The CEO Compensation shall be

subject to satisfaction of Nasdaq rules, the provisions of the Company’s equity incentive plan and other applicable requirements

and shall be accrued if such issuance is due prior to satisfaction of such requirements.

Additionally, Mr.

Ballengee shall be eligible

for a discretionary performance bonus.

The Employment Agreement may be terminated by either party for any or no reason, by providing a

five days’ notice of termination.

Pursuant to the Employment Agreement, Mr.

Ballengee is granted the right to nominate two additional

directors for appointment to the Board in his sole discretion, as well as a third additional director upon issuance of the Note Payment

Shares (defined below), subject to such directors passing a background check.

On October 28, 2022, in connection with the Employment Agreement, the

Company and Jorgan and JBAH entered into an agreement amending the notes issued as consideration in the MIPA (the “Note Amendment”),

whereby, as soon as is practicable, following and subject to the approval of the Company’s shareholders, and provided there are

no applicable prohibitions under the rules of The Nasdaq Capital Market or other restrictions, the Company will issue 7,042,254 restricted

shares of the Company’s common stock (the “Note Payment Shares”) as a payment of $10,000,000 toward the principal of

the notes on a pro rata basis, reflecting a conversion price of $1.42 per share (the “Note Payment”).

6,971,831 shares will

be issued to Jorgan and $9,900,000 of principal owed to Jorgan will be cancelled, and 70,423 shares will be issued to JBAH and $100,000

of principal owed to JBAH will be cancelled.

Once the registration statement is declared effective by the SEC, the Note Payment will count

against the Threshold Payment Amount, as defined in the notes and the MIPA.

As of October 28, 2022, and in connection with Mr.

appointment as Chief Executive Officer, the following parties, of whom Mr.

Ballengee is a beneficiary of, will be disclosed as related

Jorgan (MIPA note payable), JBAH (MIPA note payable), WC Crude (oil supply agreement and oil storage agreement, both acquired

in the business combinations closed August 1, 2022), Endeavor Crude, LLC (shared services agreement acquired in the business combination

closed on August 1, 2022).

Subsequent to September 30, 2022, VWFI has raised

$290,000 in conjunction with the $25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC

units, to accredited investors to raise funds to manufacture equipment that manufacture RPC Series B.

Subsequent to September 30, 2022,

VWFI has also converted $290,000 of convertible debt into VWFI LLC units.

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-Q

Item 1. Financial Statements