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Item 1. Business

2023-05-25 compared with 2022-04-15 · 527 added, 536 removed, 45 unchanged (96% of the section changed)

Item 1 - Business

Vivakor, Inc.

is a socially responsible operator,

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

We specialize

acquirer and developer of technologies and assets in the oil and gas industry, as well as, related environmental solutions.

our efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil

remediation services.

One of our facilities sells crude oil in amounts up to 60,000 barrels per month under agreements with a large energy

A different facility owns a 120,000 barrel crude oil storage tank near Colorado City, Texas.

The storage tank is presently connected

to the Lotus pipeline system, and we plan to further connect the tank to major pipeline systems.

Our soil remediation services specialize

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

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

We are focused on the remediation of contaminated

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

Our primary focus has been the remediation

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

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

competitive advantage over our competition.

Our current focus is on the clean-up of greater

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

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

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

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

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

Our Technologies

We own and/or license a number of technologies

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

core business.

The description of these various technologies follows.

Hydrocarbon Extraction Technology

In 2015, we acquired and improved technology aimed

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

We presently have two US patents and pending

foreign applications related to our RPCs.

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

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

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

500 tons or more of contaminated material per day.

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

is contaminated.

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

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

The above example has been calculated as follows:

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

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

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

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

material (23.69/42);

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

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

We believe our RPCs are

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

Our RPCs have successfully

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

containing less than 5% hydrocarbon contamination.

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

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

occurring oil sands deposits.

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

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

expand our current technologies and service offerings.

We have designed our

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

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

into a fully contained, closed-loop system.

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

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

In the first stage of the process, hydrocarbon

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

This slurry moves

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

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

been properly removed.

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

from the extraction solvent.

The solvent is then reclaimed.

The entire extraction process is completed in

a series of sealed chambers.

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

are released into the soil or the environment.

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

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

Our RPCs are manufactured in Denver, Colorado.

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

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

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

Management believes that utilizing this structure provides significant

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

Automation and Machine Learning

The RPC systems we build are automated and controlled

by software enabling us to maximize efficiencies.

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

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

Each RPC unit is

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

We have deployed data analytics and machine learning,

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

Metallic Separation Technology

In 2015, we obtained two metal extraction systems

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

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

Metals being extinguished.

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

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

We divested our 39% interest

in VV Precious Metals in July 2020.

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

Our proprietary metallic separation technology

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

platinum, palladium and rhodium from soils.

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

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

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

If contracted to do so, our metal extraction systems

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

We also market and sell the precious metals

we have extracted from our own contaminated soil.

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

metals end product.

Hydrocarbon Upgrading Technologies

We have acquired and/or licensed two separate

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

These processes have

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

On September 30, 2020, we entered into an Intellectual

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

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

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

licensed intellectual property.

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

intellectual property associated with the cavitation technology.

The BGreen License Agreement extends for the lifetime of the Intellectual

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

The Company may use these

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

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

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

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

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

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

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

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

these chains.

In addition, in 2017, we acquired from CSS Nanotech

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

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

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

The inventor of this technology subsequently joined us as our Chief

Scientific Officer.

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

Low energy microwaves

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

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

We intend to add this system

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

We believe that each of these technologies has

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

we intend to fully integrate these technologies into our process.

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

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

If the demand is instead for certain

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

Market Opportunity

We believe that the market for remediating oil

from both soil and water is significant.

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

$177 billion by 2025.

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

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

capture and reuse of the crude.

In addition, we believe that the heavy crude that

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

The demand for asphaltic cement in the United States is presently

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

We provided our material to asphalt companies for testing

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

We recently received notification that

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

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

prices and in an environmentally friendly manner.

We presently have two projects utilizing our first

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

is currently operating).

In Kuwait, pursuant to an agreement with Al Dali

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

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

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

The treatment process using the RPC plants is anticipated

to generate a bitumen sub-product.

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

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

monthly basis, in accordance with the Agreement.

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

least 5% oil contamination for us to remediate.

Our RPC situated in Vernal, Utah has the capacity

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

We estimate that if the extracted material is composed

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

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

We provide precious metal extraction services

on a service fee basis for customers.

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

As we continue

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

Kuwait Project

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

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

Kuwait suffered extensive contamination as a result of the 1991 Persian

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

600 oil wells.

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

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

We were engaged by a subcontractor, DIC, which

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

Our technology has been successful in reducing

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

party independent testing performed by ALS Arabia in March 2020.

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

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

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

On June 15, 2022, we entered into 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, at closing, which occurred on August 1, 2022, 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 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 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, secured three-year promissory notes

made by the Company in favor of the Sellers.

The MIPA is also subject to unwinding in the event of a breach of a material term of the

MIPA, as set forth in the MIPA.

MIPA contains customary representations and warranties, pre- and post-closing covenants of each party and customary closing condition.

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 beginning on August 20, 2022, and continuing thereafter on the twentieth

(20th) calendar day of each calendar month thereafter, as set forth in the MIPA.

in any way limiting the foregoing, the then outstanding principal amount of the Notes, together with any and all accrued and unpaid interest

thereon, will be due and payable in full in cash or unrestricted common stock of the Company on or prior to the three-year anniversary

of the date of issuance, as set forth in the MIPA.

obligations of the Company under the MIPA are secured by the membership units of SFD and WCCC.

timely and full payment of any and all principal, interest and other amounts due and owing to the Sellers pursuant to the Notes and the

other transaction documents and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder

are guaranteed solely by, and to the extent set forth in, the Guaranty Agreements between each of the Sellers and SFD and WCCC.

operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana.

existing agreements, a subsidiary of a large NYSE traded energy company (the “Purchaser”) is obligated to purchase 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.

Additionally, for a period of 10 years, SFD is, under existing crude oil supply agreements

with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of crude oil sold thereunder.

At present, SFD

is gathering and selling approximately 1,400 to 1,700 barrels of crude oil on a daily basis.

Additionally, the acquisition of SFD would

provide the Company with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which

has been contaminated by hydrocarbons as well as tank bottom sludge.

Management believes SFD’s location in the heart of the Smackover

formation would provide the Company with access to significant amounts of tank bottom sludge and contaminated soil.

operates 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 and the Company intends to further connect the tank to a major pipeline system.

the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years.

As with SFD, WCCC would

provide the Company with the infrastructure to process and sell oil which has been recovered via a RPC machine from tank bottom sludge

and contaminated soil which exists in the Permian Basin.

On April 26, 2022,

our subsidiary Vivaventures Energy Group, Inc., entered into a Product Off-Take Agreement (the “Off-Take Agreement”), with

Hot Oil Transport, LLC, a Nevada limited liability company (“HOT”).

Pursuant to the Off-Take Agreement, the Company plans

to produce asphalt that meets certain specifications from its Vernal, Utah RPC plant.

HOT will be obligated to purchase from the Company

certain quantities of the product from the plant once the plant begins to produce the product, on the terms and conditions set forth in

the Off-Take Agreement.

The quantity of the product to be sold and purchased pursuant to this Agreement will be (i) 1,000 tons of the

product per week, or (ii) the entirety of any lesser amount that may be produced by the Company during any given week.

The Off-Take Agreement

sets for forth the rates for the sale and purchase of up to 1,000 tons of product per week.

The Off-Take Agreement provides for an initial

term of ten years.

The Off-Take Agreement will automatically renew for two successive ten-year terms, subject to the Company’s right

to continue operating at the current Plant site, unless either party terminates the Off-Take Agreement by written notice to the other

party not less than three months prior to the expiration of the term.

During a term, the Off-Take Agreement can only be terminated for

(i) abandonment or termination of Project by the Company;

(ii) default by the other party;

or (iii) in connection with occurrence of a

force majeure.

Currently the operations at our Vernal plant are limited due to recent, temporary supply and personnel limitations.

are not currently producing product toward the Off-Take Agreement due to these recent developments.

We continue to assess the impact of

these limitations on this agreement and ancillary agreements.

Lease Agreement

On December 16, 2022, our subsidiary, Vivaventures

Remediation Corp.

entered into a Land Lease Agreement (the “Land Lease”) with W&P Development Corporation, under which

we agreed to lease approximately 3.5 acres of land in Houston, Texas (commonly known as The San Jacinto River & Rail Park, 18511 Beaumont

Highway, Houston, Texas).

The Land Lease is for an initial term of 126 months and may be extended for an additional 120 months at our

Our monthly rent is $0 for the first three months and then at month 4 it is approximately $7,000 (based on a 50% reduction)

and increases to approximately $13,000 in month 7 and then increases annually up to approximately $16,000 per month by the end of the

initial term.

We plan to place one or more of our RPC machines on the property, as well as store certain equipment.

Operations and Resulting Financial Impact

Oil Gathering, Storage and Transportation

a result of our acquisitions of WCCC and SFD we entered into the crude oil gathering, storage and transportation industry.

SFD operates a crude oil gathering, storage, and

transportation facility located on approximately 9.3 acres near Delhi, Louisiana.

Under existing agreements, a subsidiary of a large NYSE

traded energy company (the “Purchaser”) is obligated to purchase 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.

Additionally,

for a period of 10 years, SFD is, under existing crude oil supply agreements with WC Crude, guaranteed a minimum gross margin of $5.00

per barrel on all quantities of crude oil sold thereunder.

At present, SFD is gathering and selling approximately 1,400 to 2,000 barrels

of crude oil on a daily basis.

The facility has a daily capacity to gather and sell approximately 4,000 barrels of crude oil.

year ended December 31, 2022, we recognized $27,300,210 in revenue from SFD’s operations.

WCCC operates 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 and the Company intends to further connect the tank to major pipeline systems.

Under the terms of an existing agreement, WC Crude

has agreed to lease the oil storage tank for a period of 10 years.

For the year ended December 31, 2022, we recognized $758,164 in

revenue from WCCC’s operations.

Processing Centers

presently have two projects utilizing our first two manufactured RPCs - our project in Kuwait and our project in Vernal, Utah.

Kuwait, pursuant to an agreement with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”), we

will be due $50,000 upon the successful remediation of the first 100 tons ($500 per ton) of contaminated soil under its subcontractor

services for the Kuwait Oil Company (“KOC”) Remediation Contract.

In addition, we will be due $20 per treated ton of soil

after the initial 100 tons.

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

agreed with DIC to sell this sub-product and share the net profits equally (50% to the us and 50% to DIC), after allocating 30% of the

net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement.

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

The operations surrounding our first RPC for this project were temporarily suspended until recently.

Pursuant to the Agreement, in 2023

we finished refurbishing the RPC and have commenced the testing operations of the first 100 tons and thereafter plan to begin remediating

the 444,311 ton stockpile.

RPC situated in Vernal, Utah has the capacity to process 500 tons or more of naturally occurring oil sands deposits per day.

that if the extracted material is composed of at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons each

day, which could then be sold for energy or converted to asphaltic cement and sold for use in roads at higher prices.

Currently the operations

at our Vernal plant are limited due to recent, temporary supply and personnel limitations.

We are not currently producing product toward

the Off-Take Agreement due to these recent developments.

We continue to assess the impact of these limitations on this agreement and

ancillary agreements.

to our Vernal, Utah operations, we have an exclusive license agreement with TBT Group, Inc., under which we are exploring the possibilities

of embedding self-powered sensors directly into the asphaltic cement we may generate from the Vernal, Utah RPC utilizing TBT Group’s

piezo electric and energy harvesting technologies.

For the year ended December 31, 2022 we realized an impairment loss of $447,124

on this license agreement with TBT Group due to the current disruptions at the Vernal, Utah facility.

Metals Extraction Services

We previously extracted and sold precious metals

using our extraction machinery and held extracted precious metals from those operations for monetization.

The operations surrounding

our precious metals extraction services were suspended until recently, although due to these suspended activities and a shift

in 2022 of the Company’s focus to the oil and gas industry, we have realized an impairment loss of $1,166,709 surrounding our precious

metal concentrate and an impairment loss of $6,269,998 surrounding the extraction machinery, which fully impairs the precious metals assets.

Oil Gathering, Storage and Transportation

We are presently seeking additional acquisition

or development opportunities within the traditional midstream oil and gas sector which are complementary to our existing facilities which

provide us with an opportunity to capture more of the energy value chain.

Processing Centers

In April 2022, we contracted with an industrial

solutions service company as independent contractor to assist us in placing a RPC in the Houston, Texas market for the purpose of processing

hydrocarbon tank bottoms.

The contractor will assist in our operations in the Gulf Coast Region, including Texas, Louisiana, Arkansas,

Oklahoma, and New Mexico.

In conjunction with our contractor, we secured a site location to mobilize, commission, and operate the Company’s

RPC technology, which is anticipated to be on the land lease we entered into in December 2022 for approximately 3.5 acres of

land in Houston, Texas (commonly known as The San Jacinto River & Rail Park).

The Land Lease is for an initial term of 126 months

and may be extended for an additional 120 months.

Our contractor has begun acquiring required state and local permits, which are prerequisites

to us being able to deliver and set up a RPC we had manufactured in 2022 and 2023.

After the RPC is set up and tested in Houston, Texas

we intend to contract with the independent contractor to assist us in operating the RPC and to supply us with a workforce to do so.

United Nations (UN) had allocated up to $14.7 billion for post-Iraq war reparations in order to clean up Kuwait.

Kuwait suffered extensive

contamination as a result of the 1991 Persian Gulf War.

a result of successfully testing our technology on the contaminated material in Kuwait, including reducing the amount of contaminated

material in Kuwait from 20% hydrocarbon contamination to just 0.2% hydrocarbon contamination, based on third party independent testing

performed by ALS Arabia in March 2020, we were engaged by a subcontractor, DIC, which is approved by KOC for the Kuwait Environmental

Remediation Program (“KERP”) project.

The KERP project is anticipated to involve approximately

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more than 5% hydrocarbon contamination.

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

The oil recovered from these projects in Kuwait

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

In order to remediate

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

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

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

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

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

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

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

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

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

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

Remediation Processing Center (“RPC”) plants.

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

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

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

Such subcontractor agreement is subject to termination upon terms substantially

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

of both parties;

(ii) bankruptcy, dissolution or similar event;

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

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

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

bench scale study and pilot plant commissioning results by KOC.

Pursuant to the Services Agreement, the Company

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

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

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

The Company will receive $50,000 for the successful

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

In addition, the Company

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

The treatment process using the RPC plants is anticipated to generate

a bitumen sub-product.

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

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

a monthly basis, in accordance with the Agreement.

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

least 5% oil contamination for us to remediate.

Pursuant to the Agreement, we will provide our

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

of processing 40 tons of soil per hour.

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

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

oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates a social

value for the country.

In order to remediate all of the contaminated sand exhibiting greater than 7% contamination in the timeframe required

by the UN, we anticipate obtaining further agreements through KOC to expand its service contract over the next several years.

December 14, 2021, we, together with our subsidiary, Vivaventures Energy Group, Inc., entered into a Services Agreement (the “Services

Agreement”) with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”).

The Government of

Kuwait and the United Nations, acting through the Kuwait Oil Company (“KOC”) has awarded to Enshaat Al Sayer rights to remediate

contaminated soil under the Kuwait Remediation Program pursuant to the South Kuwait Excavation, Transportation and Remediation Project

(“KOC Remediation Contract”).

To fulfill its role, Enshaat Al Sayer has engaged the Company, through the Company’s

agreement with DIC, to perform contaminated soil treatment for the KOC Remediation Contract using the Company’s patented technology

for extracting hydrocarbons, through the Company’s Remediation Processing Center (“RPC”) plants.

are due to receive $50,000 upon the successful remediation of the first 100 tons ($500 per ton) of contaminated soil under its subcontractor

services for the KOC Remediation Contract.

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

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

The Company and DIC have agreed to sell

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

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

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

to the Agreement, one of our pilot RPC plants is on location and we are currently running test runs with the pilot plant.

test runs with the pilot plant prove successful, then within one year of certain contract milestones being met, we will provide a larger

RPC plant capable of processing 40 tons of soil per hour.

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

and spare parts of the RPCs.

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

DIC will provide all other costs for bonds,

infrastructure, and operations of the plant.

Other International Projects

In addition to managing the projects in Kuwait,

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

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

Taking into consideration this particular

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

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

Vernal, Utah Project

DIC will provide all other

costs for bonds, infrastructure, and operations of the plant.

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

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

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

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

In June 2021, we entered

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

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

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

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

In June 2021, we entered into an agreement with the owner of

such parcel of land that permitted us to continue to operate on the land on a month-to-month basis.

In March 2022, we entered into

a land lease with the Vernal, Utah landowner for a five year term, with an optional 5 year extension, allowing us to process up to 2,000

tons per day of oil sand material, with a guarantee by the land owner to deliver material with a minimum of 10% hydrocarbon by weight.

The Vernal property contains approximately 100

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

operations and obtain further land leases from the land owner.

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

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

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

Material extracted from our Vernal, Utah project

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

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

We anticipate that

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

Competitive Strengths and Growth Strategy

We are focused on the remediation of contaminated

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

Our primary focus has been the remediation

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

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

competitive advantage over our competition.

Competitive Strengths

We believe the following strengths provide us

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

operations and obtain further land leases from the landowner.

the operations at our Vernal plant are limited due to recent, temporary supply and personnel limitations.

We are not currently producing

product toward the Off-Take Agreement due to these recent developments.

The Company continues to assess the impact of these limitations

on this agreement and ancillary agreements.

Ancillary to our Vernal, Utah operations, we have

an exclusive license agreement with TBT Group, Inc., under which we are exploring the possibilities of embedding self-powered sensors

directly into the asphaltic cement we may generate from the Vernal, Utah RPC utilizing TBT Group’s piezo electric and energy harvesting

technologies.

For the year ended December 31, 2022 we impaired the license agreement with TBT Group due to the current disruptions

at the Vernal, Utah facility.

own and/or license a number of technologies that allow us to effectively operate our remediation and recovery business along with other

technologies that provide synergies with our core business.

The description of these various technologies follows.

Extraction Technology

In 2015, we acquired and improved technology aimed

at remediating contaminated soil and recovering usable hydrocarbons, which is used in our remediation plants (also known as Remediation

Processing Centers or RPCs).

We presently have two US patents and pending foreign applications related to our RPCs.

Our RPCs each have

the potential to clean a minimum of 20 tons of contaminated material per hour, depending on the oil contamination percentage in the processed

Each RPC has the capacity to process 500 tons or more of contaminated material per day on a 24-hour operation.

The amount of

extracted hydrocarbon recovered depends on the extent to which the material is contaminated.

We estimate that for every 480 tons of contaminated

material processed per day that contains at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons.

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

Our RPCs have successfully cleaned contaminated soil containing greater than 7% hydrocarbon content, while, to our knowledge, our competitors

are limited to projects containing less than 5% hydrocarbon contamination.

We believe our ability to clean soil with higher percentages

of hydrocarbon contamination is a distinctive advantage that will allow us to operate on a global basis in any location that has suffered

from oil spills or naturally occurring oil sands deposits.

and Machine Learning

RPC systems we build are automated and controlled by software enabling us to maximize efficiencies.

We believe that these automations

may ultimately allow us to operate the RPCs twenty-four hours a day, resulting in continuous feed capabilities that will allow us to

manage our systems remotely world-wide.

Each RPC unit is designed with a focus on automation to achieve our Key Performance Indicators

We have deployed data analytics and machine learning, to enable operations to be predictive, reduce risk, improve safety, and

reduce costs.

Upgrading Technologies

have acquired and/or licensed two separate technologies described below that will enable us to upgrade the hydrocarbons recovered from

our remediation process.

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

September 30, 2020, we entered into an Intellectual Property License Agreement (“BGreen License Agreement”) with BGreen,

LLC (“BGreen”), pursuant to which we have been granted a worldwide, exclusive, non-transferable license to the intellectual

property embodied in BGreen’s cavitation technology to develop, manufacture, have manufactured, use market, import, have imported,

offer for sale and sell cavitation devices built from the licensed intellectual property.

The BGreen License Agreement also grants us

the first right of refusal to purchase all devices and all intellectual property associated with the cavitation technology.

have only deployed limited resources to this project, and we are not sure when, or if, we will deploy additional resources to further

explore the possibilities of this technology.

addition, in 2017, we acquired from CSS Nanotech an exclusive right to use their nano-sponge technology for $2,416,572 in Series C Preferred

Stock, which has since converted to common stock.

The technology essentially serves as a micro-upgrader, transforming hydrocarbon product

into a more useful product, such as petroleum or gasoline, as an addition to our hydrocarbon extraction technology.

The inventor of this

technology subsequently joined us as our Chief Scientific Officer.

This patented technology allows for hydrocarbon material to be absorbed

by a specialized sponge.

Low energy microwaves are then introduced into the process and the sponge, which is made of a highly thermally

conductive material, absorbs this energy causing an instant thermal effect, which essentially refines the crude by cutting or cracking

the carbon chains.

We intend to add this system to our process of upgrading the heavy crude recovered by our RPCs.

believe that each of these technologies has the ability to upgrade the heavy crude that is recovered from our recovery and remediation

process based on our needs and demand, and we intend to fully integrate these technologies into our process.

Strengths and Growth Strategy

Our two primary growth strategies for our crude

oil gathering, storage and transportation services is to attempt to acquire additional barrels of oil for our services, and to seek to

acquire businesses that have operations that are synergistic with our current operations.

Regarding our remediation services, we are focused

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

Historically,

our primary focus has been the remediation of oil spills resulting from the Iraqi invasion of Kuwait and naturally occurring oil sands

deposits in the Uinta basin located in Eastern Utah.

However, we plan to expand into other markets where we believe our technology and

services will provide a distinct competitive advantage over our competition.

To that end, in April 2022, we contracted

with an industrial solutions service company as independent contractor to assist us in placing a RPC in the Houston, Texas market for

the purpose of processing hydrocarbon tank bottoms.

Additionally, in the future we intend to focus

on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as well as in Oklahoma, and New Mexico.

order to place RPCs at these locations we will need to secure the necessary financing and manufacture additional RPCs, as well as contract

with the site locations in order to install the RPCs.

In addition to our growth strategies set forth

above, we are also focused on growth through the acquisition of synergistic businesses and are regularly reviewing potential acquisition

believe the following strengths provide us with a distinct competitive advantage and will enable us to effectively compete on a global

Proprietary patented technology;

Environmental advantages;

Experienced and highly-skilled management, Board of

Directors and Advisory Board.

Patented Technology

total, we, together with our subsidiaries, have intellectual property that is in the form of both proprietary knowledge and patents.

Our patent portfolio consists of four issued U.S.

patents, and several pending patent applications internationally.

In addition, we have

licensed from our partners the right to use additional patented technologies.

believe, based on direct and ongoing conversations with our customers and third-party independent test results, that our technology is

the only commercially available technology that can not only clean soil that contains greater than 7% hydrocarbon, but also preserves

the hydrocarbons extracted from such soil for future use.

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

main technology has been tested and validated for all of its claims by separate, independent expert firms both in the United States and

the Middle East, whose reports confirm that we have reclamation technology, which has been tested and reviewed, that possesses the ability

to clean soil with more than 7% hydrocarbon contamination and still leave the recovered hydrocarbons in a usable state.

Environmental

relationships with customers and regulatory agencies;

our key corporate objectives is to be at the forefront of social responsibility for its technological impact.

We strive for all of our

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

Our ability to turn waste into value is in line with this core objective.

Our remediation projects in Kuwait are expected to reduce emissions

from vaporization of the oil spilled in the soil.

The ability to clean produced water from oil production can eliminate the need for

evaporation ponds, improving air quality and saving on the use of clean water.

believe our technology and service offerings will position us well to conduct our business in any geographical region in which soil or

water has been contaminated by hydrocarbons.

and Highly Skilled Management, Board of Directors and Advisory Board

Proprietary Patented Technology

In total, we, together with our subsidiaries,

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

Our patent portfolio consists of four issued

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

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

We presently have two US patent and pending foreign

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

We believe, based on direct and ongoing conversations

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

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

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

Our main technology has been tested and validated

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

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

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

Environmental Advantages

Among our key corporate objectives is to be at

the forefront of social responsibility for its technological impact.

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

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

Our ability to turn waste into value is

in line with this core objective.

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

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

and saving on the use of clean water.

We believe our technology and service offerings

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

Strong Relationships with Customers and Regulatory

We have developed close relationships with customers

and government agencies, including SITLA and the KOC.

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

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

Indeed, our relationships have helped give

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

5% oil contamination for us to remediate.

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

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

Experienced and Highly Skilled Management,

Board of Directors and Advisory Board

Our management team has started and successfully

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

The implementation

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

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

also recovering precious metals through our metallic separation technology.

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

We have demonstrated the effectiveness

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

Our Board of Directors is comprised of accomplished

professionals who bring decades of experience to the Company.

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

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

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

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

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

In addition, we have an Advisory Board comprised

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

Our Advisory Board is led by one

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

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

We rely on our Board of Directors and Advisory

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

Additionally, the

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

Board members have expertise.

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

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

Growth Strategies

We will strive to grow our business by pursuing

the following strategies:

of our oil recovery projects in Utah;

of our remediation projects in Kuwait;

Our Board of Directors includes our Chief Executive Officer, who brings

more than two decades of experience in midstream oil and gas senior management roles, our Chief Financial Officer, who is a CPA and previously

worked at Deloitte LLP (USA) and later at Withum+Brown, PC, where he worked with clients with assets of more than $100 billion and annual

revenues of more than $15 billion, a director who has served as chief financial officer for five listed companies, including working as

point person for over 20 acquisition transactions and as audit committee chair for numerous public companies, a director with over 35

years of experience in Board of Directors, CEO and Senior Management positions in a variety of industries including technology services,

telecommunications, healthcare, and business process outsourcing, and a director who brings over 25 years of experience in operations

and senior management in the midstream and downstream sectors of the oil and gas industry.

addition, we have an Advisory Board comprised of former senior members of oil and gas companies, both in the United States and in the

Our Advisory Board is led by one member who is an accomplished business professional and a member of a royal family based

in the Middle East and another member who is an experienced health and safety expert operating in the oil and gas industries.

rely on our Board of Directors and Advisory Board to provide it both high level advice and guidance along with using their contacts to

help open various markets.

Additionally, the Advisory Board acts as a preliminary informal sounding board for the Board and management

for these particular areas in which the Advisory Board members have expertise.

We believe the combination of our management team, Board

of Directors and Advisory Board provides us with a significant competitive advantage over our competitors due to their breadth of experiences

and relationships.

Oil Gathering, Storage and Transportation

plan to grow our crude oil gathering, storage and transportation business by pursuing the following strategies:

the number of barrels of oil gathered, stored, and transported pursuant to our existing long-term

Construction of wash plant facilities for oil transportation trucks to gather, store and transport reclaimed oil from these facilities;

Acquisition of additional gathering, storage, and transportation assets or companies;

The development or acquisition of complementary midstream oil and gas companies or projects.

WCCC operates a 120,000 barrel crude oil storage

tank, in the heart of the Permian Basin, located near Colorado City, Texas.

We intend to further connect the tank to major pipeline systems.

SFD operates a crude oil gathering, storage, and

transportation facility, which is presently gathering and selling approximately 1,400 to 2,000 barrels of crude oil on a daily basis.

We plan to increase operations at the SFD facility.

This facility has the capacity to gather and sell up to 4,000 barrels of crude oil

In April 2022, we contracted with an industrial

solutions service company as an independent contractor to assist us in constructing an oil truck wash and remediation facility to be used

in conjunction with operating a RPC in Houston, Texas for the purpose of processing hydrocarbon tank bottoms from the wash plant operations.

Once the oil truck wash and remediation facility is completed it will allow us to charge tipping fees for our service to take in tank

bottoms for our plant to remediate.

Our independent contractor is working to secure feed stock contractors through their industry relationships.

Processing Centers

will strive to grow our RPC business by pursuing the following strategies:

Expansion into new and complementary markets;

Operating our Remediation Project in Kuwait;

Increase of revenue via new service and product offerings;

Strategic acquisitions and licenses targeting complementary

technologies;

Redeployment of the metallic separation technologies.

into New and Complementary Markets

of revenue via new service and product offerings;

acquisitions and licenses targeting complementary technologies;

of the metallic separation technologies.

Expansion of our Oil Recovery Projects in Utah

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

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

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

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

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

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

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

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

We will seek to acquire additional properties and

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

Expansion of our Remediation Projects in Kuwait

We intend to explore expansion opportunities on

a global basis, including in places with extreme contamination and naturally occurring oil sands deposits, where we believe our technology

and service offerings may provide a distinct competitive advantage.

We are currently in discussions with several groups for deploying

our RPCs for remediation projects (primarily for oil spills, tank bottom sludge and drill cuttings) domestically in Houston, TX, Corpus

Christ, TX, Midland, TX Cushing OK, Lake Charles, LA.

Our technology is able to process tank bottom sludge, drill cuttings, and soils

form hydrocarbon spills, returning the sand to less than 0.5% contamination while reclaiming the oil for waste energy use.

In furtherance

of that strategy, as noted above, in April 2022, we contracted with an industrial solutions service company as independent contractor

to assist us in placing a RPC in the Houston, Texas market where we have leased property (the San Jacinto River & Rail Park) for the

purpose of processing hydrocarbon tank bottoms.

Once our contractor has acquired the required state and local permits, which are prerequisites

to us being able to deliver and set up a RPC on the site, and after the RPC is set up and tested, we intend to contract with the independent

contractor to provide us with the workforce to begin operating the plant.

Once the oil truck wash and remediation facility is completed

it will allow us to charge tipping fees for our service to take in tank bottoms for our plant to remediate.

Our independent contractor

is working to secure feed stock contractors through their industry relationships.

Additionally, in the future we intend to focus

on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as well as in Oklahoma, and New Mexico.

order to place RPCs at these locations we will need to secure the necessary financing and manufacture additional RPCs, as well as contract

with the site locations in order to install the RPCs.

Operating our Remediation Project in Kuwait

Our RPC technology was successfully used in our

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

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

subcontractor services for the KOC Remediation Contract.

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

its subcontractor services for the KOC Remediation Contract.

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

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

We have agreed with DIC to sell this

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

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

We have agreed with DIC to sell

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

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

Pursuant to the Agreement,

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be used for the less contaminated soils.

Expansion into New and Complementary Markets

We intend to explore expansion opportunities on

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

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

may provide a distinct competitive advantage.

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

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

Saudi Arabia has the objective

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

Our technology is able to process tank bottom

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

for waste energy use.

Increase of Revenue via New Service and Product

To date, we have focused on the remediation of

soil contaminated by oil.

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

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

Oil producers generally pay to dispose of sludge at

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

We believe that our technologies could be

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

We believe we will be able

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

will give us a competitive advantage.

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

Strategic Acquisitions and Licenses Targeting

Complementary Technologies

We intend to seek out opportunities to acquire

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

into the environmental infrastructure markets.

We recently entered into a worldwide, exclusive license

agreement with TBT Group, Inc.

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

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

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

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

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

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

By complementing the asphaltic cement we expect to produce

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

Redeployment of the Metallic Separation Technology

Our licensed metallic separation technology has

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

We intend to redeploy

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

Other Holdings

Historically, as part of our strategy to find

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

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

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

Over time, we intend to divest our ownership of

companies that are not synergistic with our business.

Scepter Holdings

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

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

financing that encumbered its assets.

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

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

In August 2021 we exercised our conversion rights in

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

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

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

Odyssey Group International

In 2014, we acquired a minority interest in Odyssey

Group International, Inc.

of Revenue via New Service and Product Offerings

date, we have focused on the remediation of soil contaminated by oil.

We intend to target other hydrocarbon remediation businesses that

focus on, among other things, the cleaning of tank bottom sludge, and the cleaning of the water used from drilling oil wells.

Oil producers

generally pay to dispose of sludge that has accumulated at the bottom of storage tanks.

We believe that our technologies could be used

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

we will be able to offer these services at a cost that is very competitive with current methods and that our ability to recover the heavy

crude for resale will give us a competitive advantage.

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

Acquisitions and Licenses Targeting Complementary Technologies

intend to seek out opportunities to acquire or license only specific technologies that are either complementary to our existing product

offerings or that will allow us to expand into the environmental infrastructure markets.

into a worldwide, exclusive license agreement with TBT Group, Inc.

to license piezo electric and energy harvesting technologies for creating

self-powered sensors for making smart roadways , which we believe could be embedded directly into the asphaltic cement we intend

to produce from the hydrocarbons we extract, providing the basis for smart roads and infrastructure.

We believe that these sensors, which

are self-powered, could be used to provide information about traffic, road conditions and repair needs as well as allowing the roads

to communicate directly with autonomous vehicles enabling these vehicles to sense the road in all weather conditions.

By complementing

the asphaltic cement,we expect to produce with integrated sensors for automated vehicles, we believe that we will be able to offer a

Historically,

as part of our strategy to find and invest in technologies that might develop synergies with our existing businesses, we have invested

in other companies and/or entities.

Not all of our investments to date have developed into complementary technologies and/or businesses,

but with our management’s assistance, many of them have still become successful and accretive to our Company’s value.

time, we intend to divest our ownership of companies that are not synergistic with our business.

We currently hold 826,376,882 (approximately 17.5%

of the outstanding common) shares of Scepter Holdings, Inc.

(OTC Markets:

BRZL), a company that manages the sales and development of consumer-packaged

Our holdings of 826,376,882 common shares have a market value of approximately $1,322,203 as of April 18, 2023.

Group International

2014, we acquired a minority interest in Odyssey Group International, Inc.

(“Odyssey”) (OTCQB:

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

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

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

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

During June 2020, we converted the outstanding secured

loan into 809,578 shares of Odyssey common stock.

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

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

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

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

Future Products;

ODYY), a trans-disciplinary

product development enterprise involved in the discovery, development and commercialization of a broad range of products applied to targeted

segments of the health care industry.

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

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

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

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

The purchaser made their initial payment in the first quarter of 2022 but has not made further payments.

We have reserved against the note in the amount of $828,263.

Research and Acquisition

We intend to identify, develop or acquire, and

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

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

Our general approach is to select

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

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

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

The Company was originally organized on November

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

The Company’s name was changed to NGI

Holdings, LLC on November 3, 2006.

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

intend to identify, develop or acquire products and/or services with a primary focus on the petroleum, mining and minerals, and alternative

energy industries.

Our general approach is to select products or services that are at or near commercial viability, or that we believe

can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide secured loan financing

to these companies to complete their development, testing and product launches in exchange for control of, or a significant ownership

interest in, the products or companies.

Company was originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings,

The Company’s name was changed to NGI Holdings, LLC on November 3, 2006.

On April 30, 2008, the Company was converted

to a Nevada corporation and changed its name to Vivakor, Inc.

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

1 unchanged sentence

active subsidiaries:

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

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

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

the 0.05% minority interest in VivaVentures Energy

Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability

company, RPC Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Vivaventures Remediation Corp., a Texas

corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivasphere, Inc., a Nevada corporation, Vivaventures Oil Sands,

Inc., a Utah corporation.

We have a 99.95% ownership interest in Vivaventures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority

interest in Vivaventures Energy Group, Inc.

is held by a private investor unaffiliated with the Company.

We also have an approximate 49% ownership interest in Vivakor

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

Regulations Affecting our Business

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

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

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

They also set

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

Exploration and exploitation activities

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

design and use of exploration methods and equipment.

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

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

for noncompliance.

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

material adverse effects on our business.

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

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

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

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

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

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

Failure to comply with applicable federal, state,

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

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

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

However, federal, state, local

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

There can be no

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

Intellectual Property

We own four issued US patents and two pending

international PCT patent application covering our propriety technology, specifically:

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

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

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

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

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

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

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

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

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

Pending US Patent Series Nos.

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

PCT Application No.

PCT/US2019/048587, and

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

a centrifuge and a flash evaporator.

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

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

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

We have never experienced a

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

We do not own real property.

We currently lease

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

The Company also leases warehouses in

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

We believe these facilities are in good condition

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

Legal Proceedings

From time to time, we may become involved in various

legal actions that arise in the normal course of business.

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

material litigation matters pending.

We also have an approximate 49%

ownership interest in Vivakor Middle East Limited Liability Company, a Qatar limited liability company.

Affecting our Business

business is subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources

from the ground and the discharge of materials into the environment.

These regulations mandate, among other things, the maintenance of

air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation, storage and

disposal of solid and hazardous waste.

Exploration and exploitation activities are also subject to federal, state and local laws and

regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner

which will require stricter standards and enforcement, and increased fines and penalties for noncompliance.

Such changes may prevent

us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business.

compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse

effect on us.

Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or

elect not to insure against due to prohibitive premium costs and other reasons.

Unknown environmental hazards may exist on our mining

claims, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or

that may have occurred naturally.

to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action, including

product seizures, recalls, withdrawal of marketing clearances and civil and criminal penalties, any one or more of which could have a

material adverse effect on our company’s businesses.

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

However, federal, state, local and foreign laws and regulations regarding the manufacture and sale of medical devices are

subject to future changes.

There can be no assurance that such changes would not have a material adverse effect on our company.

own four issued US patents and two pending international PCT patent application covering our propriety technology, specifically:

US Patent 7,282,167 for methods for producing nano-scale

particles by vaporizing raw material and then cooling the vaporized raw material using a cooling gas, granted October 16, 2007

and expiring July 23, 2025;

US Patent 9,272,920 for methods for producing ammonia

by mixing a first catalyst including a millimeter-sized, granular, ferrous material and a promoter and a second catalyst including

discrete nano-sized ferrous catalyst particles that comprise a metallic core with an oxide shell and then reacting hydrogen and nitrogen

in the presence of the mixture, granted March 1, 2016 and expiring November 7, 2028;

US Patent 10,913,903 for SYSTEM

AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted February 9, 2021 and expiring

August 28, 2039;

US Patent 7,282,167 for U S

Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL SAND MATERIAL granted on March 16, 2021 to expire on December 3,

Pending Kuwait application KW/P/2020/000111 relating

to systems and processes for extracting bitumen from oil sands material which employ a centrifuge and a flash evaporator, pending

Kuwait application KW/P/2021/00060 and pending Saudi Arabia patent application 521421341, both relating to systems and processes

for recycling condensate that is used to extract bitumen from oil sands material by employing a flash distillation drum and a throttle

valve that causes the pressure of a mixture of bitumen and condensate to drop as the mixture is sprayed into the flash distillation

drum to thereby vaporize the condensate to separate the condensate from the bitumen.

of the date of this Annual Report on 10-K, we have 10 full-time employees, consisting of our CEO, CFO, and additional administrative

and direct operations personnel, as well as numerous independent contractors.

None of these employees are represented by a labor union

or subject to a collective bargaining agreement.

We have never experienced a work stoppage and our management believes that our relations

with employees are satisfactory.

own approximately 9 acres of land near Delhi, Louisiana where we operate a crude oil gathering, storage, and transportation facility.

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

The Company also leases

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

We believe these

facilities are in good condition but that we may need to expand our leased space and warehouses as business increases.

time to time, we may become involved in various legal actions that arise in the normal course of business.

We are not currently involved

in any material disputes and do not have any material litigation matters pending.

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

What changed 10-K

Item 1. Business