What changed in this filing

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Item 9A. Controls and Procedures

2023-05-25 compared with 2022-04-15 · 2691 added, 2152 removed, 491 unchanged (91% of the section changed)

Item 9A - Controls and Procedures

Our management, with the participation of our

Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Principal Accounting

Officer), evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply

its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management's evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of December 31, 2021, our

disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance

that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our

management, including our Chief Executive Officer , as appropriate, to allow timely decisions regarding required disclosure.

weaknesses, which relate to internal control over financial reporting, that were identified are:

We did not have enough personnel in our accounting and financial reporting functions.

As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate reviewing of the financial statements.

This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional

personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will

result in both proper recording of these transactions and a much more knowledgeable finance department as a whole.

Due to the fact that

our accounting staff consists of Chief Financial Officer, a bookkeeper and external accounting consultants, additional personnel will

also ensure the proper segregation of duties and provide more checks and balances within the department.

Additional personnel will also

provide the cross training needed to support us if personnel turnover issues within the department occur.

We believe this will eliminate

or greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness

of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to

taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in internal control over financial reporting.

There were no changes in our internal control

over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange

Act that occurred during the fourth quarter ended December 31, 2021 that have materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Management's report on internal control over financial reporting.

Our Management is responsible for establishing

and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Management conducted an

evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management

concluded that our internal control over financial reporting was not effective as of December 31, 2021 for the reasons discussed above.

Item 9B - Other Information

- Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections

Not applicable.

Item 10 - Directors, Executive Officers

and Corporate Governance

Directors and Executive Officers

The following table sets forth information about our directors, executive

officers and significant employees.

Matthew Nicosia

Chief Executive Officer (Principal Executive Officer) and Director

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

- Controls and Procedures

management, with the participation of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal

Financial Officer and Principal Accounting Officer), evaluated the effectiveness of our disclosure controls and procedures pursuant to

Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource

constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative

to their costs.

Based on management’s evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of December 31,

2022, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable

assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

material weaknesses, which relate to internal control over financial reporting, that were identified include the following:

have enough personnel in our accounting and financial reporting functions.

Due to insufficient personnel in our accounting department,

we were not able to achieve adequate segregation of duties, and, as a result, we did not have adequate review controls surrounding:

our technical accounting matters in our financial reporting process, and (ii) the work of specialists involved in the estimation process.

These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial

statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the

technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper

recording of these transactions and a much more knowledgeable finance department as a whole.

Since our assessment as of December 31, 2022,

we have hired additional external accounting staff, whom are consultants with expertise in research and technical guidance, and we are

working to retain additional qualified valuation experts that report on their internal controls.

We believe that these additions may provide

for the remediation of these material weaknesses in 2023.

will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial

reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as

necessary and as funds allow.

Changes in internal control

over financial reporting.

were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d)

of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the fourth quarter ended December 31, 2022 that have materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Since our assessment as of December 31, 2022,

we have hired additional external accounting staff, whom are consultants with expertise in research and technical guidance.

that these additions may provide for the remediation of our material weaknesses in 2023.

Management’s report

on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange

Act Rule 13a-15(f).

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based

on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of

December 31, 2022 for the reasons discussed above.

- Other Information

- Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

- Directors, Executive Officers and Corporate Governance

and Executive Officers

following table sets forth information about our directors, executive officers and significant employees.

Executive Officer (Principal Executive Officer) and Director

Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director

Daniel Hashim

Chief Scientific Officer

Joseph Spence

Executive Officers

Matthew Nicosia joined Vivakor as Chief

Executive Officer and Chairman of the Board in 2011.

Scientific Officer

Ballengee joined Vivakor as Chief Executive Officer and Chairman of the Board in 2022.

Prior to joining the Company, Mr.

Nicosia co-founded Dermacia Inc.

in 1999, a dermatology

product development Company.

From December 2012 through December 2015, concurrent with his time serving as Chairman and Chief Executive

Officer of Vivakor, Mr.

Nicosia served as the interim Chief Executive Officer of Vivaceuticals, d/b/a Regeneca Worldwide.

Nicosia joined Ridepair Inc., a software development company focused on the transportation market, as Chairman of the Board.

Nicosia joined the Board of Directors of NarcX Solutions Inc., a developer of onsite drug destruction technologies in June 2019.

Nicosia co-founded and has since served as co-Chairman of the Board of Prosperity Utah, a non-profit economic think tank focused

on the State of Utah.

From April 2018 until March 2021, Mr.

Nicosia has served on the Board of Directors of CannapharmaRx Inc., a public

company which trades on the OTC Markets.

Nicosia received his Bachelor of Arts degree from Brigham Young University and a MBA from

Pepperdine University.

Nicosia is qualified to serve on our Board of Directors based on his

in depth knowledge of the Company as Chief Executive Officer and because of his extensive experience with thermal vaporization

technologies, business development in the Middle East and U.S.

capital markets experience.

On November 16, 2015, the Consumer Protection

Branch of the Department of Justice of the United States of America initiated an action, on behalf of the Food and Drug Administration,

against Vivaceuticals, d/b/a Regeneca Worldwide, and Mr.

Nicosia alleging various violations of the Federal Food, Drug, and Cosmetic Act

in relation to the manufacturing, labeling and distribution of adulterated dietary supplements.

The complaint sought a permanent injunction

against Regeneca Worldwide for unlawfully distributing unapproved new drugs, and adulterated and misbranded dietary supplements.

decree of permanent injunction was filed on February 8, 2017.

The consent decree prohibits Regeneca from marketing unapproved new drugs,

and adulterated and misbranded dietary supplements.

The consent decree also provides that before Regeneca can resume operations, it must,

among other things, hire good manufacturing practice and labeling experts, implement procedures to comply with good manufacturing practice

and labeling requirements and receive written permission from the FDA to resume operations, and Mr.

Nicosia is required to notify the

FDA and accept their inspections if he works in the pharmaceutical industry.

Regeneca was also required to destroy all remaining products.

Vivaceuticals sold its assets to Scepter Holdings, Inc.

in 2018 and is no longer in operation.

Tyler Nelson joined Vivakor on a part-time

basis as Chief Financial Officer in 2014 and has served as full-time Chief Financial Officer since September 2020.

Nelson is a CPA

who worked from 2006 to 2011 in Audit and Enterprise Risk Services at Deloitte LLP (USA) and later at Withum+Brown, PC.

He worked with

clients with assets of more than $100 billion and annual revenues of more than $15 billion, which are considered some of the most respected

financial institutions in the world.

had more than two decades of experience in midstream oil and gas senior management roles.

Previously, he had been involved in two major

private equity portfolio companies holding positions including Chief Commercial Officer, Chief Financial Officer, Chief Executive Officer,

and Chairman of the Board.

From 1997 through 2010, Mr.

Ballengee served first as Chief Financial Officer, then Chief Executive Officer,

then Chief Commercial Officer of Taylor Logistics, LLC, a Halifax Group-backed private equity portfolio company focused on crude oil

marketing and logistics, which he led through a successful sale to Gibson Energy, Inc.

From 2010 to 2013, he was Chief Executive

Officer and Chairman of the Board of Bridger Group, LLC, a private crude oil marketing firm.

From 2013 to 2015, he was a board member

and Chief Commercial Officer of Bridger, LLC, a Riverstone Holdings-backed private equity portfolio company focused on crude oil marketing

and logistics, which he led through a successful sale to Ferrellgas Partners, LP (NYSE:

Ballengee currently manages an exempt

family office, which in turn holds and manages investments principally in the oil and gas, sports and entertainment, and real estate

He has an undergraduate degree in accounting from Louisiana State University—Shreveport.

Nelson joined Vivakor on a part-time basis as Chief Financial Officer in 2014 and has served as full-time Chief Financial Officer

since September 2020.

Nelson joined the Board of Directors of Vivakor in January 2023.

Nelson is a CPA who worked from

2006 to 2011 in Audit and Enterprise Risk Services at Deloitte LLP (USA) and later at Withum+Brown, PC.

He worked with clients with assets

of more than $100 billion and annual revenues of more than $15 billion, which are considered some of the most respected financial institutions

in the world.

Nelson began working for LBL Professional Consulting, Inc.

where he provided merger

and acquisition, initial public offering, and interim chief financial officer services to clients.

Nelson continues to sit on the

Board of Directors and remains an officer of LBL Professional Consulting, Inc.

Nelson earned a Master’s Degree in Accountancy

from the University of Illinois- Urbana-Champaign, and a Bachelor’s Degree in Economics with a minor in Business Management from

Brigham Young University.

Daniel Hashim joined Vivakor as Chief

Scientific Officer in 2017.

Hashim has extensive experience in the areas of nanoscience research, advanced materials synthesis, characterization,

application, innovation and technological entrepreneurship.

In addition to leading scientific efforts for Vivakor and its related companies,

Hashim has served as the Founder, Chairman and CEO of CSS Nanotech, Inc.

where he provided merger and acquisition, initial

public offering, and interim chief financial officer services to clients.

Nelson continues to sit on the Board of Directors and remains

an officer of LBL Professional Consulting, Inc.

Nelson earned a Master’s Degree in Accountancy from the University of Illinois-

Urbana-Champaign, and a Bachelor’s Degree in Economics with a minor in Business Management from Brigham Young University.

Daniel Hashim joined Vivakor as Chief Scientific Officer in 2017.

Hashim has extensive experience in the areas of nanoscience

research, advanced materials synthesis, characterization, application, innovation and technological entrepreneurship.

In addition to

leading scientific efforts for Vivakor and its related companies, Dr.

Hashim has served as the Founder, Chairman and CEO of CSS Nanotech,

(“CSS”) since 2014.

CSS is a nanomaterials research

and development company that designs and commercializes useful structural nanomaterials that exhibit “safe-to-handle” nanofunctionality

on a macro-scale, to include carbon filtration media, water purification, oil spill remediation, structural composite materials, electrode

materials, petrochemical refining and thermal management systems.

Hashim holds a Bachelor’s Degree in Materials Science Engineering

from Rensselaer Polytechnic Institute, with a PhD from Rice University in the field of Materials Science and NanoEngineering.

joined Vivakor as a director on September 21, 2020.

Ferrara retired as the National Director of Retail & Consumer Products

at BDO USA, LLP in 2016.

Ferrara is a CPA, who worked at BDO USA, LLP in a variety of positions beginning in 1991, and was a member

of its board of directors from 2003 to 2010.

Ferrara served as the Northeast Regional Managing Partner at BDO USA, LLP from 2000 to

Ferrara was also a director representative at Trenwith Capital, Inc.

(now BDO Capital Advisors, LLC) from 2000 to 2015 and a

member of the retail advisory board at Hilco Retail Consulting from 2013 to 2015.

Ferrara was previously on the Board of Directors

for Barnes & Noble, Inc., from August 2016 until the company was sold in August 2019, where he served on its audit committee and compensation

committee, and in July 2019, he joined the Board of Directors of Steven Madden, Ltd., where he serves as Chairman of its audit committee

and a member of its governance committee.

Ferrara is qualified to serve on our Board of Directors because of his extensive experience

in auditing public companies and serving as a director of large public companies.

Joseph Spence joined Vivakor as a director

on September 21, 2020.

Spence previously spent the past two years as an investor, advisor, executive and philanthropist specializing

in catalyzing high tech and tech infused real estate to create smart, sustainable cities that work for everyone, with ASPIRE Center for

Electrified Transportation, We Are Makers Social Impact Initiative and IconIQ Talks.

Previously, from 2014 through 2018, he was an executive

director at Goldman Sachs leading teams in the Technology, Media and Telecom;

Real Estate, Gaming and Lodging;

and Structured Finance

sectors for the Americas and EMEA regions.

From 2007 to 2014, he was an associate director at Standard & Poor’s covering approximately

$144 billion in debt, and, from 2006 to 2007, he was an assistant treasurer at Bank of NY Mellon.

He started his career as an engineer

at the NASA Academy at Goddard Space Flight Center.

Spence holds an MBA from Columbia University and BS in Electrical Engineering

Howard University (Magna Cum Laude).

Spence also holds a Master’s degree in Nano & Biotechnology from Harvard University.

Spence is qualified to serve on our Board of Directors because of his extensive experience

in raising capital and financing companies through all stages of growth.

Matthew Balk joined Vivakor as a director

on September 21, 2020.

Balk previously spent more than 25 years as an investment banker specializing in technology and biotechnology

where he raised billions of dollars for both public and private companies and dozens of mergers and acquisitions.

In 2011, he left investment

banking to start his family office.

He has since co-founded several companies including AzurX (Nasdaq:

AZRX) and VerifyH20 and invested

in a number of other technology companies.

Balk also works as a consultant to a small number of companies in the areas of Biotech

and technology in general.

Balk received his MBA from New York University Stern School of Business.

Balk is qualified to serve on our Board of Directors because of his extensive experience acting as an investment banker supporting

large public companies.

Trent Staggs joined Vivakor as a director

on September 21, 2020.

Staggs brings a 20-year track record of developing and executing on business strategy, teams and relationships.

Prior to advising the Vivakor team, he was on the corporate leadership team of Unicity International, Inc., a global direct sales company

that operates in over 35 markets, providing strategic direction and leadership of global integrated systems, software and IT infrastructure.

Staggs has also been directly responsible for financial transactions in excess of 2 billion dollars as a VP at Morgan Stanley and

also running his own nationwide financial company.

Staggs served as a consultant for RDM from January 2019 through March 2020, advising

with respect to obtaining required permitting from State agencies and other regulatory matters.

Staggs received his Bachelor of Arts

degree from the University of Utah and received an MBA from the Marriott School of Management at Brigham Young University.

is also the Mayor of Riverton, Utah and serves on many boards, providing needed political guidance and consultation to Vivakor and its

related companies.

Staggs is qualified to serve on our Board of Directors because of his extensive

experience in capital markets and his understanding of Utah regulatory requirements.

Family Relationships

CSS is a nanomaterials research and development company that designs and commercializes useful structural

nanomaterials that exhibit “safe-to-handle” nanofunctionality on a macro-scale, to include carbon filtration media, water

purification, oil spill remediation, structural composite materials, electrode materials, petrochemical refining and thermal management

Hashim holds a Bachelor’s Degree in Materials Science Engineering from Rensselaer Polytechnic Institute, with a PhD

from Rice University in the field of Materials Science and NanoEngineering.

Ballengee - See “Executive Officers”

Nelson - See “Executive Officers”

Harris , age 74, combines 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.

He currently serves on the

board of directors for the Hackett Group, Hifu Prostate Services, GenHemp, and Everservice.

Since 2009 Mr.

Harris has primarily been

a private investor, advisor, and board member for both public and privately held companies.

From 2006 to 2009 he was CEO of Etelecare

Global solutions a leading provider of offshore teleservices to Fortune 1,000 companies.

From 2003 to 2005 he served as the CEO of Seven

Worldwide, a digital content management company where he was previously a member of the board of directors of the company.

Harris consulted with a variety of venture-backed early-stage companies.

Previously Mr.

Harris spent 25 years with Electronic

Data Systems in a variety of senior executive positions to include President of the 4 strategic business units serving the telecommunications

and media industries world-wide.

He was elected as a Corporate Vice-President and Officer of the company.

During his tenure with EDS,

he gained extensive international experience working and living in the Middle East, Europe and Asia.

Harris has extensive public

company board experience through prior services on the boards of Premier Global Services, Cap Rock Communications, Genuity, Ventiv Health,

Startek, Sizmek, Mobivity and Applied Graphic Technologies and served in a variety of positions to include board member, committee chairman,

lead director and chairman.

Harris received his BBA and MBA from the University of West Georgia where he serves on the Board of Advisors

to the Richards School of Business.

Johnson , age 48, brings over 25 years of experience in operations and senior management in the midstream and downstream sectors of

the oil and gas industry.

Previously, Mr.

Johnson had been involved in public and privately held companies holding various positions

in senior management and serving as a member of boards of directors.

From 2014 to 2015, he was Director of Business Development for Sunoco

Logistics, LP., a publicly traded master limited partnership involved in the marketing, trading, transportation and terminalling of crude

oil, products and NGLS.

From July 2015 through May 2017, Mr.

Johnson was the Vice President of Business Development for Navigator

Energy Services, LLC., a private equity backed company involved in the gathering, transportation and terminalling of crude oil.

March 2018 to November 2022, Mr.

Johnson served as Executive Vice President Business Development for ARX Energy, LLC.

November 2022, Mr.

Johnson has served as Chief Commercial Officer for ARX Energy, LLC., a privately held company involved in building

a world class clean fuels facility in the Port of Brownsville, Texas.

Johnson served on the Board of Directors for West Texas Gulf

Pipe Line Company and on the Management Committee of SunVit Pipeline, LLC.

He has an undergraduate degree in History from the University

of Texas at Austin and an MBA finance concentration from Jones Graduate School of Business at Rice University.

Natan , age 69, currently serves as President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering

chief financial officer services to public and private companies in a variety of industries, since 2007.

In addition, Mr.

Natan currently

serves as Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., a privately-held aerospace transportation

company, since April 2020.

From February 2010 to May 2020, Mr.

Natan served as Chief Executive Officer of ForceField Energy,

FNRG), a company focused on the solar industry and LED lighting products.

From February 2002 to November 2007,

Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development

services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations,

Inc., a manufacturer and marketer of oil analysis instruments and speakers and speaker components.

Prior to that, Mr.

Natan served in

various roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm.

Natan currently serves as a

member of the Board of Directors and Chair of the Audit Committee of Global Diversified Marketing Group, Inc.

GDMK), a manufacturer,

marketer and distributor of food and snack products, since February 2021 and serves as a member of the Board of Directors and Chair

of the Audit Committee of Sunshine Biopharma, Inc.

SBFM), a pharmaceutical and nutritional supplement company, since February 2022.

Previously, Mr.

Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020,

and as a member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001.

in Economics from Boston University.

Relationships

are no family relationships between any of our directors and executive officers.

Corporate Governance Overview

Board Composition and Director Independence

Governance Overview

Composition and Director Independence

Our Board of Directors consists of five members.

2 unchanged sentences

The Company defines “independent” as that term is defined in the Nasdaq rules.

In making the determination of whether a member

of the board is independent, our board considers, in addition to Nasdaq rules, among other things, and transactions and relationships

between each director and his immediate family and the Company, including those reported under the caption “Related Party Transactions.”

The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with

a determination that the directors are independent.

On the basis of such review and its understanding of such relationships and transactions,

our Board of Directors affirmatively determined that Al Ferrara, Joseph Spence, Matthew Balk and Trent Staggs are qualified as independent

and do not have any material relationships with us that might interfere with his exercise of independent judgment.

Board Committees

Our Board of Directors has established an Audit

Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each committee has its own charter, which is

available on our website at www.vivakor.com .

Each of the board committees has the composition and responsibilities described below.

Members will serve on these committees until their

resignation or until otherwise determined by our Board of Directors.

Audit Committee

Our Audit Committee is currently comprised of

Al Ferrara, Matthew Balk and Trent Staggs, each of whom qualify as an independent director under applicable Nasdaq and SEC rules, and

“financially literate” under applicable Nasdaq rules.

Our board has determined that Al Ferrara, Matthew Balk and Trent Staggs

each qualify as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K.

serves as chairman of the Audit Committee.

The Audit Committee oversees our accounting and

financial reporting processes and oversee the audit of our consolidated financial statements and the effectiveness of our internal control

over financial reporting.

The responsibilities of this committee include, but are not limited to:

selecting and recommending to our Board of Directors the appointment of an independent registered public accounting firm and overseeing

the engagement of such firm;

approving the fees to be paid to the independent registered public accounting firm;

helping to ensure the independence of the independent registered public accounting firm;

overseeing the integrity of our financial statements;

preparing an audit committee report as required by the SEC to be included in our annual proxy statement;

resolving any disagreements between management and the auditors regarding financial reporting;

reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material

issues regarding the Company’s accounting policies;

reviewing and approving all related-party transactions;

overseeing compliance with legal and regulatory requirements.

The Audit Committee is authorized to retain independent

legal and other advisors, and conduct or authorize investigations into any matter within the scope of its duties.

Compensation Committee

making the determination of whether a member of the board is independent, our board considers, in addition to Nasdaq rules, among other

things, and transactions and relationships between each director and his immediate family and the Company, including those reported under

the caption “Related Party Transactions.” The purpose of this review is to determine whether any such relationships or transactions

are material and, therefore, inconsistent with a determination that the directors are independent.

On the basis of such review and its

understanding of such relationships and transactions, our Board of Directors affirmatively determined that David Natan, Matthew Balk

and Trent Staggs are qualified as independent and do not have any material relationships with us that might interfere with his exercise

of independent judgment.

Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each committee has its own charter, which is available on our website at www.vivakor.com .

Each of the board committees has the

composition and responsibilities described below.

will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee is currently comprised of David Natan, Albert Johnson and John Harris, each of whom qualify as an independent director

under applicable Nasdaq and SEC rules, and “financially literate” under applicable Nasdaq rules.

Our board has determined

that David Natan, qualifies as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation

David Natan serves as the chairman of the Audit Committee.

Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements

and the effectiveness of our internal control over financial reporting.

The responsibilities of this committee include, but are not limited

and recommending to our Board of Directors the appointment of an independent registered public

accounting firm and overseeing the engagement of such firm;

the fees to be paid to the independent registered public accounting firm;

to ensure the independence of the independent registered public accounting firm;

the integrity of our financial statements;

an audit committee report as required by the SEC to be included in our annual proxy statement;

any disagreements between management and the auditors regarding financial reporting;

with management and the independent auditors any correspondence with regulators and any published

reports that raise material issues regarding the Company’s accounting policies;

and approving all related-party transactions;

compliance with legal and regulatory requirements.

Audit Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter

within the scope of its duties.

Our Compensation Committee is currently comprised

of Trent Staggs, Al Ferrara and Matthew Balk, each of whom qualify as an independent director under applicable Nasdaq rules.

serves as chairman of the Compensation Committee.

Our Compensation Committee assists the board of

directors in the discharge of its responsibilities relating to the compensation of the board of directors and our executive officers.

The responsibilities of this committee include,

but are not limited to:

reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer;

reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure

for our other executive officers;

determining the need for and the appropriateness of employment agreements and change in control agreements for each of our executive

officers and any other officers recommended by the Chief Executive Officer or Board of Directors;

providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees,

consultants and advisors;

reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our Board of Directors as

needed, and exercising all the authority of our Board of Directors with respect to the administration of such plans;

reviewing and recommending to our Board of Directors the compensation of independent directors, including incentive and equity-based

compensation;

selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate.

The Compensation Committee may delegate any of

its responsibilities to subcommittees as it deems appropriate.

The Compensation Committee is authorized to retain independent legal and

other advisors, and conduct or authorize investigations into any matter within the scope of its duties.

Nominating and Corporate Governance Committee

of David Natan, Albert Johnson, and John Harris, each of whom qualify as an independent director under applicable Nasdaq rules.

serves as the chairman of the Compensation Committee.

Compensation Committee assists the board of directors in the discharge of its responsibilities relating to the compensation of the board

of directors and our executive officers.

responsibilities of this committee include, but are not limited to:

and approving on an annual basis the corporate goals and objectives with respect to compensation

for our Chief Executive Officer;

approving and recommending to our board of directors on an annual basis the evaluation process

and compensation structure for our other executive officers;

the need for and the appropriateness of employment agreements and change in control agreements

for each of our executive officers and any other officers recommended by the Chief Executive

Officer or Board of Directors;

oversight of management’s decisions concerning the performance and compensation of

other company officers, employees, consultants and advisors;

our incentive compensation and other equity-based plans and recommending changes in such

plans to our Board of Directors as needed, and exercising all the authority of our Board

of Directors with respect to the administration of such plans;

and recommending to our Board of Directors the compensation of independent directors, including

incentive and equity-based compensation;

retaining and terminating such compensation consultants, outside counsel or other advisors

as it deems necessary or appropriate.

Compensation Committee may delegate any of its responsibilities to subcommittees as it deems appropriate.

The Compensation Committee

is authorized to retain independent legal and other advisors, and conduct or authorize investigations into any matter within the scope

of its duties.

and Corporate Governance Committee

Our Nominating and Corporate Governance Committee

is currently comprised of Trent Staggs, Matthew Balk and Al Ferrara, each of whom qualify as an independent director under applicable

is currently comprised of David Natan, Albert Johnson, and John Harris, each of whom qualify as an independent director under applicable

Nasdaq rules.

Trent Staggs serves as chairman of the Nominating and Corporate Governance Committee.

The purpose of the Nominating and Corporate Governance

Committee is to recommend to the Board of Directors nominees for election as directors and persons to be elected to fill any vacancies

on the Board of Directors, develop and recommend a set of corporate governance principles and oversee the performance of the Board of

The responsibilities of this committee include,

but are not limited to:

recommending to the Board of Directors nominees for election as directors at any meeting of stockholders and nominees to fill vacancies

on the board;

considering candidates proposed by stockholders in accordance with the requirements in the Committee charter;

overseeing the administration of the Company’s code of business conduct and ethics;

reviewing with the entire Board of Directors, on an annual basis, the requisite skills and criteria for board candidates and the composition

of the board as a whole;

the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement,

and cause the Company to pay the engaged search firm’s engagement fee;

recommending to the Board of Directors on an annual basis the directors to be appointed to each committee of the Board of Directors;

overseeing an annual self-evaluation of the Board of Directors and its committees to determine whether it and its committees are functioning

developing and recommending to the board a set of corporate governance guidelines applicable to the Company.

Albert Johnson serves as the chairman of the Nominating and Corporate Governance Committee.

purpose of the Nominating and Corporate Governance Committee is to recommend to the Board of Directors nominees for election as directors

and persons to be elected to fill any vacancies on the Board of Directors, develop and recommend a set of corporate governance principles

and oversee the performance of the Board of Directors.

responsibilities of this committee include, but are not limited to:

to the Board of Directors nominees for election as directors at any meeting of stockholders

and nominees to fill vacancies on the board;

candidates proposed by stockholders in accordance with the requirements in the Committee charter;

the administration of the Company’s code of business conduct and ethics;

with the entire Board of Directors, on an annual basis, the requisite skills and criteria

for board candidates and the composition of the board as a whole;

authority to retain search firms to assist in identifying board candidates, approve the terms

of the search firm’s engagement, and cause the Company to pay the engaged search firm’s

engagement fee;

to the Board of Directors on an annual basis the directors to be appointed to each committee

of the Board of Directors;

an annual self-evaluation of the Board of Directors and its committees to determine whether

it and its committees are functioning effectively;

and recommending to the board a set of corporate governance guidelines applicable to the Company.

Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate.

The Nominating

and Corporate Governance Committee is authorized to retain independent legal and other advisors, and conduct or authorize investigations

Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations

into any matter within the scope of its duties.

Board Leadership Structure

Currently, Mr.

Nicosia is our principal executive

officer and chairman of the board.

Risk Oversight

Our Board will oversee a company-wide approach

to risk management.

Our Board will determine the appropriate risk level for us generally, assess the specific risks faced by us and review

the steps taken by management to manage those risks.

While our Board will have ultimate oversight responsibility for the risk management

process, its committees will oversee risk in certain specified areas.

Specifically, our compensation committee will

be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives

created by the compensation awards it administers.

Our audit committee will oversee management of enterprise risks and financial risks,

as well as potential conflicts of interests.

Our board of directors will be responsible for overseeing the management of risks associated

with the independence of our Board.

Code of Business Conduct and Ethics

Leadership Structure

Ballengee is our principal executive officer and chairman of the board.

Board will oversee a company-wide approach to risk management.

Our Board will determine the appropriate risk level for us generally,

assess the specific risks faced by us and review the steps taken by management to manage those risks.

While our Board will have ultimate

oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically,

our compensation committee will be responsible for overseeing the management of risks relating to our executive compensation plans and

arrangements, and the incentives created by the compensation awards it administers.

Our audit committee will oversee management of enterprise

risks and financial risks, as well as potential conflicts of interests.

Our board of directors will be responsible for overseeing the

management of risks associated with the independence of our Board.

of Business Conduct and Ethics

have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons

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amendments to such code, or any waivers of its requirements, will be disclosed on our website.

Item 11 - Executive Compensation

Summary Compensation Table

The following table summarizes information concerning

the compensation awarded to, earned by, or paid to, our principal executive officer.

No other executive officer received compensation

greater than $100,000 in the last two fiscal years.

Name and Principal Position

Matthew Nicosia,

Chief Executive Officer and Chairman

Chief Financial Officer

Employment Agreements

Matthew Nicosia

On September 24, 2020, we entered into an Employment

Agreement with Matthew Nicosia to serve as our Chief Executive Officer.

The agreement provides for an annual base salary of $50,000 (the

“Nicosia Base Salary”).

The Nicosia Base Salary will increase as follows:

(i) upon the Company earning a total of at least

$3,000,000 in Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) during any calendar year, the Nicosia

Base Salary will increase to $100,000 for all calendar years thereafter until if and when further increased pursuant to this Section 4.1;

and (ii) for every $1,500,000 increase in EBITDA earned by the Company during any calendar year, the Nicosia Base Salary will increase

an additional $50,000 up to a maximum base salary of $350,000.

Any increase to the Nicosia Base Salary will be effective the first pay

period of the Company after the Company reaches a particular EBITDA amount is achieved that triggers the increase.

- Executive Compensation

Compensation Table

particulars of compensation paid to the following persons:

individuals serving as our principal executive officer during the year ended December 31, 2022;

of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers

at December 31, 2022 who had total compensation exceeding $100,000 (if applicable);

to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not

serving as our executive officer at December 31, 2022 (if applicable),

we will collectively refer to as the named executive officers, for the years ended December 31, 2022 and 2021, are set out in the

following summary compensation table:

Officers and Directors

Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended

December 31, 2022 and 2021.

Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any

of the applicable years.

The following information includes the dollar value of base salaries, bonus awards, the estimated fair value

of stock options granted and certain other compensation, if any, whether paid or deferred.

COMPENSATION TABLE

and Principal Position

and Chairman (1)

1,652,085 (4)

and Secretary

1,053,224 (9)

CEO and Former Chairman (6)

Ballengee was hired as our Chief Executive Officer on October 28, 2022.

Total amount accrued as of December 31, 2022.

Ballengee’s salary will be paid in shares of our common stock, priced based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of his Employment Agreement, as applicable.

The five (5) day volume-weighted average price of our common stock for the salary set forth in the table was $1.083.

As a result, we are required to issue Mr.

Ballengee 164,434 shares of our common stock as payment for his salary for 2022.

Of this total amount, $51,662 was paid in cash and the remaining $167,653 was accrued as of December 31, 2022.

Includes the aggregate grant date fair value of the stock option to acquire 917,825 shares of our common stock issued to Mr.

Nelson under the Nelson Employment Agreement.

Such stock options were priced using the Black-Scholes option pricing model to determine the fair value of the options on the date of grant, using the following assumptions:

interest rate

dividend yield

life of warrants

volatility rate

Includes amounts for accrued employee benefits.

All amounts accrued as of December 31, 2022.

Nicosia resigned as an executive officer, Chairman of the Board and as a Director, effective October 6, 2022.

Such resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Of this total amount, $50,000 was paid in cash and the remaining $88,904 was accrued as of December 31, 2022.

Accrued as of December 31, 2022.

Includes the aggregate grant date fair value of the stock option to acquire 503,935 shares of our common stock issued to Mr.

Nicosia under the Nicosia Employment Agreement.

Stock options to acquire the remaining 451,158 shares of our common stock under the Nicosia Employment Agreement were forfeited when Mr.

Nicosia resigned as our Chief Executive Officer and, as a result, have not be valued in the table.

The 503,935 stock options were priced using guidance from ASC 718 and the Black-Scholes option pricing model to determine the fair value of the options on the date of grant, using the following assumptions:

interest rate

dividend yield

life of warrants

volatility rate

October 28, 2022, we entered into an executive employment agreement with James Ballengee (the “Ballengee Employment Agreement”)

with respect to our appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the Board of Directors.

Pursuant to the Ballengee

Employment Agreement, Mr.

Ballengee will receive annual compensation of $1,000,000 payable in shares of our common stock, priced at the

volume weighted average price (VWAP) for the five trading days preceding the date of the Ballengee Employment Agreement and each anniversary

thereof (the “CEO Compensation”).

The CEO Compensation is subject to satisfaction of Nasdaq rules, the provisions of our

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 Ballengee Employment Agreement may be terminated

by either party for any or no reason, by providing a five days’ notice of termination.

to the Ballengee Employment Agreement, Mr.

Ballengee was 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.

Pursuant to the Ballengee Employment Agreement, Mr.

Ballengee nominated John Harris and

Albert Johnson as Board of Director appointees and both were appointed in January 2023.

June 9, 2022, we entered into an Executive Employment Agreement with Tyler Nelson (the “Nelson Employment Agreement”)

to serve as our Chief Financial Officer.

The agreement provides for an annual salary of $350,000 (the “Nelson Base Salary”).

The Nelson Base Salary is payable in equal installments and will be paid every two weeks.

The Nelson Base Salary will increase by $100,000

upon the Company earning a total of at least $2,000,000 in Adjusted EBITDA during any calendar year, and the Nelson Base Salary will

continue to increase in $100,000 increments for each additional $1,000,000 increase in EBITDA over $2,000,000 during the term of the

Nelson Employment Agreement up to $650,000 at which time the Nelson Base Salary will continue to increase in $13,500 increments for each

additional $1,000,000 increase in Adjusted EBITDA over $4,000,000.

Any increase to the Nelson Base Salary will be effective the first

pay period of the Company after the Company reaches a particular EBITDA amount is achieved that triggers the increase.

For example purposes

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(i) if on October 31, 2023 the Company reaches $3,000,000 in EBITDA earned during the 2023 calendar

year, the Nicosia Base Salary would increase to $100,000 commencing the Company’s first pay period after October 31, 2021;

if on November 15, 2022 the Company reaches $4,500,000 in EBITDA earned during the 2022 calendar year, the Nicosia Base Salary would increase

to $150,000 commencing the Company’s first pay period after November 15, 2022.

The Employment Agreement has a term of three years

and automatically extends for successive one-year periods unless terminated by the Company or Mr.

Nicosia, with three months advance written

notice required.

The agreement provides for incremental increases upon the Company’s achievement of specific performance metrics.

The Employment Agreement granted a stock option to Mr.

Nicosia to purchase up to 166,667 shares of the Company’s common stock at

an exercise price equal to 110% of the fair market value of the Company’s common stock on the date of grant.

The stock option will

vest after five years of continuous employment, subject to acceleration if Mr.

Nicosia is terminated without cause or resigns for good

The agreement also provides for an annual bonus of up to 100% of Mr.

Nicosia’s then base salary based upon the achievement

of certain performance goals established and approved by the Board of Directors;

provided, that at any time Mr.

Nicosia’s base salary

is $200,000 or more, the Company will pay Mr.

Nicosia a minimum annual bonus of $200,000 within ninety days after the end of each calendar

The agreement entitles Mr.

Nicosia to receive various employee benefits generally made available to other officers and senior managers

of the Company.

Upon termination of Mr.

Nicosia’s employment

Nicosia for good reason, by the Company without cause, by the Company because of disability, or upon the Company’s or Mr.

Nicosia’s decision not to renew Mr.

Nicosia’s employment in accordance with the automatic successive one-year extensions,

year, the Nelson Base Salary would increase to $550,000 commencing the Company’s first pay period after October 31, 2023.

Under the Nelson Employment Agreement Mr.

Nelson will also receive a $100,000 cash bonus in recognition of the fact Mr.

Nelson was undercompensated

for his past services to the Company and as an inducement for him to continue providing services as our Chief Financial Officer.

Nelson Employment Agreement has an initial term of two years and automatically extends for successive one-year periods unless terminated

in writing by the Company or Mr.

Nelson at least three months prior to the end of the applicable term.

It is anticipated that Mr.

will receive a bonus for 2022, with such bonus to be determined by our Compensation Committee and Board of Directors taking into account

the general business performance of the Company, including any completed financings and/or acquisition.

For 2023 forward it is anticipated

that our Compensation Committee and Board of Directors will approve an annual executive incentive bonus plan, which shall be updated

annually by the Compensation Committee of the Company’s Board of Directors, and possibly a growth metrics or acquisition transaction

Once established, Mr.

Nelson will be eligible to participate in such plans during the term of the Nelson Employment Agreement.

the Nelson Employment Agreement, Mr.

Nelson was granted a stock option to acquire 917,825 shares of our common stock (the “Stock

Option”) under our 2022 Equity Incentive Plan (each an “Equity Award”).

Any Equity Awards granted to Mr.

be documented by issuing him a grant document (i.e.

a stock option agreement).

The Stock Option will vest over two years with 360,145

of the shares vesting immediately, 219,312 of the shares vesting three (3) months after issuance, and the remaining 338,368 of the shares

vesting in equal quarterly installments over the remaining seven (7) quarters (48,338 for 6 quarters and 48,340 for the last quarter),

with an exercise price equal to 100% of the fair market value on the date grant, and which expires ten (10) years after the date of grant.

In the event Mr.

Nelson is terminated without Cause (as defined in the Nelson Employment Agreement) or resigns for Good Reason (as defined

in Nelson Employment Agreement), one hundred percent (100%) of the then unvested shares subject to each Option Agreement will fully vest

and become fully exercisable.

The Option Agreement will allow Mr.

Nelson to exercise the vested options provided by the Option Agreement

for a period of three (3) years following any termination of Mr.

Nelson’s employment.

termination Mr.

Nelson’s employment by Mr.

Nelson for good reason, by the Company without cause, or by the Company because of disability,

the Company will pay or provide Mr.

Nicosia (i) any unpaid base salary and any accrued vacation through the date of termination;

Nelson (i) any unpaid base salary and any accrued benefits through the date of termination;

amounts payable under any Company bonus plans in which Mr.

Nicosia is eligible to participate as of the date of the termination of his

Nelson is eligible to participate as of the date of the termination of his

employment on a pro-rated basis;

(iii) for a period of 12 months, Mr.

Nicosia’s then current monthly base salary multiplied by 2

(but not to exceed $150,000);

(iv) outplacement services for Mr.

Nicosia for a period of 12 months with an outplacement firm selected

Nicosia’s election to continue health insurance coverage under COBRA, Mr.

Nicosia’s monthly premium

until (a) the close of the severance period, as defined therein, (b) the expiration of Mr.

Nicosia’s continuation of coverage under

COBRA, or (c) the date when Mr.

Nicosia becomes eligible for substantially equivalent health insurance coverage in connection with new

and (vi) the Company will amend each option agreement then in effect by and between the Company and Mr.

Nicosia (a) to make

100% of the then unvested shares subject to each option agreement fully vested and fully exercisable, (b) to terminate any rights the

Company may have to repurchase unvested shares and (c) to permit Mr.

Nicosia to exercise the options provided by each option agreement

for a period of ten (10) years following the termination of Mr.

Nicosia’s employment.

Upon the termination of Mr.

employment because of death, Mr.

Nicosia’s estate will be entitled to receive (i) Mr.

Nicosia’s then current base salary through

the end of the month in which his death occurs, (ii) all accrued and unpaid compensation (including any accrued and unused vacation time)

and earned but unpaid bonus payments.

Upon the termination of Mr.

Nicosia’s employment by the Company for cause or by Mr.

without good reason, the Company will pay Mr.

Nicosia (i) a pro rata amount of Mr.

Nicosia’s then current base salary through the

date his employment is terminated and (ii) all unpaid bonuses and accrued and unpaid compensation (including any accrued and unused vacation).

On September 24, 2020, we entered into an Employment

Agreement with Tyler Nelson to serve as our Chief Financial Officer.

The agreement provides for an annual salary of $50,000 (the “Nelson

Base Salary”).

The Nelson Base Salary is payable in equal installments and will be paid every two weeks.

The Nelson Base Salary

will increase as follows:

(i) upon the Company earning a total of at least $3,000,000 in Earnings Before Interest, Taxes, Depreciation,

and Amortization (“EBITDA”) during any calendar year, the Nelson Base Salary will increase to $100,000 for all calendar years

thereafter until if and when further increased pursuant to this Section 4.1;

and (ii) for every $1,500,000 increase in EBITDA earned by

the Company during any calendar year, the Nelson Base Salary will increase an additional $50,000 up to a maximum base salary of $350,000.

Any increase to the Nelson Base Salary will be effective the first pay period of the Company after the Company reaches a particular EBITDA

amount is achieved that triggers the increase.

For example purposes only and not by way of limitation:

(i) if on October 31, 2021 the

Company reaches $3,000,000 in EBITDA earned during the 2021 calendar year, the Nelson Base Salary would increase to $100,000 commencing

the Company’s first pay period after October 31, 2021;

and (ii) if on November 15, 2022 the Company reaches $4,500,000 in EBITDA

earned during the 2022 calendar year, the Nelson Base Salary would increase to $150,000 commencing the Company’s first pay period

after November 15, 2022.

The Employment Agreement has a term of three years

and automatically extends for successive one-year periods unless terminated by the Company or Mr.

Nelson, with three months written notice

The agreement provides for incremental increases upon the Company’s achievement of specific performance metrics.

The agreement

also provides for an annual bonus of up to 100% of Mr.

Nelson’s then base salary upon the achievement of certain performance goals

established and approved by the Board of Directors;

provided, that at any time Mr.

Nelson’s base salary is $200,000 or more, the

Company will pay Mr.

Nelson a minimum annual bonus of $200,000 within ninety days after the end of each calendar year.

The agreement entitles

Nelson to receive various employee benefits generally made available to other officers and senior managers of the Company.

Upon termination Mr.

Nelson’s employment

Nelson for good reason, by the Company without cause, by the Company because of disability, or upon the Company’s or Mr.

Nelson’s decision not to renew Mr.

Nelson’s employment in accordance with the automatic successive one-year extensions, the

Company will pay or provide Mr.

Nelson (i) any unpaid base salary and any accrued vacation through the date of termination;

payable under any Company bonus plans in which Mr.

Nelson is eligible to participate as of the date of the termination of his employment

on a pro-rated basis;

(iii) for a period of 12 months, Mr.

Nelson’s then current monthly base salary multiplied by 2 (but not to

exceed $150,000);

(iv) outplacement services for Mr.

Nelson’s then current monthly base salary;

(iv) outplacement

services for Mr.

Nelson for a period of 12 months with an outplacement firm selected by Mr.

and (v) at Mr.

Nelson’s election to continue health insurance coverage under COBRA, Mr.

Nelson’s monthly premium until (a)

the close of the severance period, as defined therein, (b) the expiration of Mr.

Nelson’s continuation of coverage under COBRA,

or (c) the date when Mr.

Nelson becomes eligible for substantially equivalent health insurance coverage in connection with new employment.

Nelson’s election

to continue health insurance coverage under COBRA, Mr.

Nelson’s monthly premium until (a) the close of the severance period, as

defined therein, (b) the expiration of Mr.

Nelson’s continuation of coverage under COBRA, or (c) the date when Mr.

Nelson becomes

eligible for substantially equivalent health insurance coverage in connection with new employment, and (vi) 100% of any unvested stock

options will fully vest and become exercisable.

Nelson will have three (3) after termination to exercise any vested stock options.

Upon the termination of Mr.

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(including any accrued and unused vacation).

Stock Incentive Plan

Equity Incentive Plan

Our Board of directors approved a new equity incentive

plan in February 2022, which authorizes the issuance of up to 2,000,000 shares of common stock through the grant of stock options (including

incentive stock options qualifying under section 422 of the Code and nonstatutory stock options), restricted stock awards, stock appreciation

rights, restricted stock units, performance awards, other stock-based awards or any combination of the foregoing.

Outstanding Equity Awards at December 31, 2021

As of December 31, 2021 there were granted to

Matthew Nicosia non-qualified options to purchase up to 166,667 shares of the Company’s common stock at an exercise price equal

to 110% of the fair market value of the Company’s Common Stock on the date of grant.

There are no other outstanding equity awards

held by our executive officers.

As of December 31, 2021, the Company granted stock-based

non-qualified compensation to employees, including a 16,667 share stock award, which vests at the end of four years and a 166,667 stock

options that cliff vests at the end of five years.

For the year ended December 31, 2021, stock-based compensation was $446,112.

year ended December 31, 2020, stock-based compensation was $146,114.

For the year ended December 31, 2020, the Company

also granted non-statutory stock options, including 133,333 stock options to members of the Board of Directors, which vest over one year,

and a 333, 334 stock option to a consultant, which vests over four years.

Non-statutory stock-based compensation was $1,585,000 for the

year ended December 31, 2021.

Non-statutory stock-based compensation was $555,000 for the year ended December 31, 2020.

Employee Pension, Profit Sharing or other Retirement Plan

We do not have a defined benefit, pension plan,

profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Director Compensation

The table below shows the compensation paid to

our directors during the years ended December 31, 2021 and 2020.

Matthew Nicosia was not compensated for acting as a director during fiscal

year 2021 or 2020.

Each of Al Ferrara, Trent Staggs, Matthew Balk and Joseph Spence were appointed to the Board of Directors after January

Incentive Plan

Board of directors approved a new equity incentive plan in February 2022, which authorizes the issuance of up to 2,000,000 shares

of common stock through the grant of stock options (including incentive stock options qualifying under section 422 of the Code and

nonstatutory stock options), restricted stock awards, stock appreciation rights, restricted stock units, performance awards, other stock-based

awards or any combination of the foregoing.

Equity Awards at December 31, 2022

following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers on December 31,

of Securities Underlying Unexercised Options

Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Price

Expiration Date

of Shares or Units of Stock That Have Not Vested

Value of Shares or Units of Stock That Have Not Vested

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That

Have Not Vested

Nicosia resigned as an executive officer, Chairman of the Board and as a Director, effective October 6, 2022.

Such resignations

were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Includes stock option to acquire 503,935 shares of our common stock issued to Mr.

Nicosia under the Nicosia Employment Agreement.

options to acquire the remaining 451,158 shares of our common stock under the Nicosia Employment Agreement were forfeited when Mr.

resigned as our Chief Executive Officer and, as a result, are not reflected in the table.

Option Exercises

were no options exercised by any officer or director of our company during our twelve-month period ended December 31, 2022.

Pension, Profit Sharing or other Retirement Plan

do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans

in the future.

table below shows the compensation paid to our directors during the year ended December 31, 2022.

The following current Board of

Directors members were appointed after January 1, 2023, and, as a result, are not reflected in the below table:

Tyler Nelson, John

Harris and Albert Johnson.

Incentive Plan Compensation

James Ballengee

Matthew Balk (1)

Trent Staggs (2)

Al Ferrara (3)

Matthew Nicosia (4)

Joseph Spence (5)

_________________

Staggs also received $48,605 and $84,704 from the Company as payment for consulting services rendered in 2020.

Item 12 - Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder

The following table sets forth certain

information regarding our voting shares beneficially owned as of April 5, 2022 by (i) each stockholder known to be the

beneficial owner of 5% or more of the outstanding shares of the particular class of voting stock, (ii) each executive officer, (iii)

each director, and (iv) all executive officers and directors as a group.

A person is considered to beneficially own any shares:

over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person

has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants and/or other

convertible securities.

Unless otherwise indicated, voting and investment power relating to the shares shown in the tables for each

beneficial owner is exercised solely by the beneficial owner.

For purposes of computing the percentage of

outstanding shares of our common stock held by each person or group of persons, any shares that such person or persons has the right

to acquire within 60 days of April 5, 2022 is deemed to be outstanding, but is not deemed to be outstanding for the purpose

of computing the percentage ownership of any other person.

The percentage of beneficial ownership of our

common stock is based on an aggregate of 15,038,619 shares outstanding.

Except as indicated in footnotes to this table,

we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock

shown to be beneficially owned by them, based on information provided to us by such stockholders.

Unless otherwise indicated, the address

for each director and executive officer listed is:

c/o Vivakor, Inc., 4101 North Thanksgiving Way, Lehi, Utah 84043.

Balk resigned from the Board of Directors on January 16, 2023.

Staggs resigned from the Board of Directors on January 4, 2023.

Ferrara resigned from the Board of Directors on November 28, 2022.

Nicosia resigned from the Board of Directors on October 6, 2022.

Spence resigned from the Board of Directors on July 1, 2022.

- Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

following table sets forth certain information regarding our voting shares beneficially owned as of May 5, 2023 by (i) each stockholder

known to be the beneficial owner of 5% or more of the outstanding shares of the particular class of voting stock, (ii) each executive

officer, (iii) each director, and (iv) all executive officers and directors as a group.

A person is considered to beneficially own any

(i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such

person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants and/or

other convertible securities.

Unless otherwise indicated, voting and investment power relating to the shares shown in the tables for

each beneficial owner is exercised solely by the beneficial owner.

purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons, any shares that

such person or persons has the right to acquire within 60 days of May 5, 2023 is deemed to be outstanding, but is not deemed

to be outstanding for the purpose of computing the percentage ownership of any other person.

percentage of beneficial ownership of our common stock is based on an aggregate of 18,064,838 shares outstanding.

as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with

respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.

Unless otherwise indicated, the address for each director and executive officer listed is:

c/o Vivakor, Inc., 4101 North Thanksgiving

Way, Lehi, Utah 84043.

Name and Address of Beneficial Owner

Percentage of

Matt Nicosia, Chief Executive Officer and Director (1)(2)

Ballengee, Chief Executive Officer and Director (1)

Tyler Nelson, Chief Financial Officer (2)

Daniel Hashim, Chief Scientific Officer (3)

Al Ferrara, Director

Trent Staggs, Director (4)

Matthew Balk, Director

Joseph Spence, Director

All Officers and Directors as a group (seven persons)

David Natan, Director

Harris, Director

Albert Johnson, Director

All Officers and Directors as a group (six persons)

5% Beneficial Stockholders

AKMN Irrevocable Trust (2)

Benchmark FBO E.F.

Matthew Nicosia (4)

Everett Monroe (5)

1 unchanged sentence

Peter D’Arruda (7)

Florence Reyes (9)

STRATA Trust Company, Custodian FBO:

Bradley Yamada (10)

Name and Address of Beneficial Owner

Nicosia, Chief Executive Officer and Director (1)(2)

Ballengee, Chief Executive Officer and Director (1)

Tyler Nelson, Chief Financial Officer (2)

Hashim, Chief Scientific Officer (3)

Al Ferrara, Director

Staggs, Director (4)

Matthew Balk, Director

Joseph Spence, Director

All Officers and Directors as a group (seven persons)

Daniel Hashim, Chief Scientific Officer (3)

David Natan, Director

Harris, Director

Albert Johnson, Director

All Officers and Directors as a group (six persons)

5% Beneficial Stockholders

Irrevocable Trust (2)

Matthew Nicosia (4)

Everett Monroe (5)

Ritt Trust (6)

Trust Company, Custodian FBO:

Bradley Yamada (10)

______________________

The address for these stockholders is:

c/o Vivakor, Inc., 4101 North Thanksgiving Way, Lehi, Utah, 84043.

The shares of common stock beneficially owned by Matthew Nicosia includes 4,189,405 shares of common stock held by AKMN Irrevocable

Trust and 262 shares of common stock held by Nicosia Family Trust.

Peter D’Arruda (7)

Ballengee’s address is 5151 Beltline Road, Suite 715 Dallas, Texas 75234.

Includes 2,979,456 shares of common stock held

in the name of Jorgan Development, LLC and 30,096 shares of common stock held in the name of JBAH Holdings, LLC.

James Ballengee,

in his capacity as sole manager, has sole voting and investment power over both Jorgan Development, LLC and JBAH Holdings, LLC.

not include options to purchase 917,825 shares of common stock

166,667 shares of common stock beneficially owned by Dr.

Hashim are directly held by CSS Nanotech Ltd.

Hashim is the Chief Executive

Officer of CSS Nanotech Ltd.

shares of common stock beneficially owned by Matthew Nicosia includes 4,189,405 shares of common stock held by AKMN Irrevocable Trust

and 262 shares of common stock held by Nicosia Family Trust.

Matthew Nicosia is the trustee of the AKMN Irrevocable Trust, of which

Jonathan Nicosia, Matthew Nicosia’s son, a minor, is the beneficiary.

Does not include options to purchase 166,667 shares of common

The 166,667 shares of common stock beneficially owned by Dr.

Hashim are directly held by CSS Nanotech Ltd.

Hashim is the Chief

Executive Officer of CSS Nanotech Ltd.

The 336,667 shares of common stock beneficially owned by Trent Staggs are held by TABBS Irrevocable Trust.

Trent Staggs is the

trustee of TABBS Irrevocable Trust, of which Brennan Trent Staggs and Brecklyn Staggs, Trent Staggs’s children, are the beneficiaries.

Sustainable Fuels, Inc.

is owned by Debbie Carpenter, who may be deemed the beneficial owner of these shares.

The address for

Sustainable Fuels, Inc.

is 10124 Marchant Avenue Tustin, CA 92872.

Everett Monroe’s address is 5813 114th Street, Lubbock TX 79424.

Does not include options to purchase 503,935 shares of

common stock.

Monroe’s address is 5813 114th Street, Lubbock TX 79424.

Ritt Trust’s address is 168 Dover Pkwy, Stewart Manor, NY 11530.

Peter D’Arruda’s address is 124 Poppleford Place, Cary, NC 27518.

Florence Reyes’ address is 38 Pointe View Pl., South San Francisco,

Strata Trust Company’s address is 7901 Woodway Dr., Ste 200, Waco, TX, 76712.

Item 13 - Certain Relationships and

Related Transactions and Director Independence

Related Party Transactions

The following is a description of each transaction

since January 1, 2020 and each currently proposed transaction in which:

we have been or are to be a participant;

the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed

D’Arruda’s address is 124 Poppleford Place, Cary, NC 27518.

- Certain Relationships and Related Transactions and Director Independence

Party Transactions

following is a description of each transaction from January 1, 2022 to December 31, 2022, and any material, publicly disclosed

transaction through the date of this filing and each currently proposed transaction in which:

have been or are to be a participant;

amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed

fiscal years;

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member

of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Our current policy with regard to related party

transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders

of more than 5% of our outstanding capital stock.

of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of,

or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

current policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our

directors, executive officers or holders of more than 5% of our outstanding capital stock.

October 28, 2022, we entered into an executive employment agreement with James Ballengee (the “Ballengee Employment Agreement”)

with respect to our appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the Board of Directors.

Pursuant to the Ballengee

Employment Agreement, Mr.

Ballengee will receive annual compensation of $1,000,000 payable in shares of our common stock, priced at the

volume weighted average price (VWAP) for the five trading days preceding the date of the Ballengee Employment Agreement and each anniversary

thereof (the “CEO Compensation”).

The CEO Compensation is subject to satisfaction of Nasdaq rules, the provisions of our

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 Ballengee Employment Agreement may be terminated

by either party for any or no reason, by providing a five days’ notice of termination.

As of December 31, 2022, we have accrued

salary owing to Mr.

Ballengee of $178,082.

Ballengee’s salary will be paid in shares of our common stock, priced based on the

volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of his

Employment Agreement, as applicable.

The five (5) day volume-weighted average price of our common stock for the salary in 2022 was $1.083.

As a result, we are required to issue Mr.

Ballengee 164,434 shares of our common stock as payment for his salary for 2022.

we entered into the Employment Agreement with Mr.

Ballengee he was the beneficial holder of approximately 16.66% of our outstanding common

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

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.

Al Ferrara resigned from the Audit Committee and Board of Directors on November 28, 2022.

Staggs resigned from the Compensation Committee and the Board of Directors on January 4, 2023.

Matthew Balk resigned from the Board

of Directors on January 16, 2023.

In June 2022, we entered into employment

agreements with our former Chief Executive Officer, and our 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 our achievement of specific performance metrics.

These executives are currently accruing substantial portions of the base salaries.

The employment agreements provided 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 our common stock,

respectively, at an exercise price equal to 110% and 100% of the fair market value of our common stock on the date of grant.

options vest after two years of continuous employment, subject to acceleration if terminated without cause or resignations for good reason.

The agreements also provided that it was anticipated that the executives receive bonuses for 2022 which would be determined by our 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, our Board of Directors received notice from Matthew Nicosia, our former 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 us on any matter relating to our operations, policies or practices.

Nicosia vested in 503,935 of these stock options before his

resignation without good reason with the remainder of his stock options were cancelled.

As of December 31, 2022, we owed our Chief

Financial Officer.

$700,532 in accrued compensation and benefits.

As of December 31, 2022, we owed Mr.

$402,805 in accrued

compensation and benefits.

Wealth Fund I, LLC (VWFI), which is managed by Wealth Space LLC, has continued its private offering of up to $25,000,000 in convertible

notes for the manufacture of one or more RPC machines.

As of December 31, 2022, VWFI has raised $11,750,000.

As of December 31,

2022, VWFI has paid $2,266,964 to Dzign Pro Enterprises, LLC (Dzign Pro) for engineering services related to our RPCs, site planning,

and infrastructure, which entity shares a common executive with VWFI.

As of December 31, 2022, VWFI also entered into a master revolving

note payable to Dzign Pro in the amount of $300,000, 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.

VWFI also entered into a master revolving note

payable to Van Tran Family LP, which is an affiliate of WealthSpace, LLC, the VWFI Fund Manager, in the amount of $599,500, 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.

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

Interests”), making SFD and WCCC our wholly-owned subsidiaries.

The purchase price for the Membership Interests was approximately

$32.9 million paid for by us with a combination of shares of our common stock, amount equal to 19.99% of the number of issued and outstanding

shares of our common stock immediately prior to issuance, and secured three-year promissory notes issued by us in favor of the Sellers

(the “Notes”).

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 beginning on August 20, 2022, and continuing

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

At the time of

the closing of these transactions Jorgan, JBAH, and our newly hired CEO, James Ballengee were not considered related parties.

Ballengee is now our Chief Executive Officer and is the beneficiary of Jorgan and JBAH, and the Sellers now own approximately 16.66%

of our outstanding common shares, certain transactions, as noted below, related to Jorgan, JBAH, and James Ballengee are now considered

related party transactions.

consideration for the membership interests included the 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, we have 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, whereby, as soon as is practicable, following

and subject to the approval of our shareholders, and provided there are no applicable prohibitions under the rules of The Nasdaq Capital

Market or other restrictions, we will issue 7,042,254 restricted shares of our common stock as a payment of $10,000,000 toward the principal

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

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 a registration statement registering the shares for the Note Payment 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 December 31,

2022 we have accrued interest of approximately $247,914 and made cash payments of $1,565,090.

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.

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,

Since acquiring this contract on August 1, 2022 we have received tank storage revenue of approximately $750,000.

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,

Since acquiring this contract on August 1, 2022 we have made crude oil purchases from WC Crude of $25,239,962.

SFD entered into a sales agreement on April 1, 2022 with WC Crude to sell a natural gas liquid product to WC Crude.

SFD sells the NGL

stream at cost to WC Crude.

We produced and sold natural gas liquids to WC Crude in the amount of $5,890,910 as of December 31, 2022.

In the business combination

of acquiring SFD and WCCC we also entered into a Shared Services Agreement with Endeavor Crude, LLC (“Endeavor”), who shares

a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, we have the right, but not the obligation to use Endeavor

for consulting services.

Since entering into this contract on August 1, 2022, we have paid Endeavor $37,993.

In September 2020, we entered into a consulting

contract with LBL Professional Consulting, Inc.

(“LBL”), of which Tyler Nelson is a common officer, which remains in effect.

For the years ended December 31, 2021 and 2020, we paid LBL $188,150 and $191,295, respectively, for serving us.

On December 17, 2020

the Company granted non-statutory stock options to LBL to purchase 333,334 shares of common stock.

The stock options vest over four years.

The stock option is exercisable up to ten years from the grant date.

Nelson is not the beneficiary of the Company and is not be permitted

to participate in any discussion, including LBL’s board meetings, regarding any Company stock that LBL may own at any time.

We have an existing note payable issued to Triple

T, which is owned by Dr.

Khalid Bin Jabor Al Thani, the 51% majority-owner of Vivakor Middle East LLC The note is interest free, has no

fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC.

As of December 31, 2021 and 2020 the balance

owed was $353,330 and $376,972, respectively.

In July 2020, the Company entered into an

agreement with International Metals Exchange, LLC (“IME”), giving IME the option to purchase approximately 1,331 ounces

of our precious metal concentrate for approximately $2,800,000.

VVMCI, a wholly-owned subsidiary of Vivakor, Inc.

owns all of the

Class A Units of IME, which have sole voting power for all material matters except for removal of the manager, and VVMCI serves as a

manager of IME.

The option agreement expired on December 31, 2020.

For the years ended December 31, 2021 and 2020, the Company has

sold none and $54,250 of the precious metal concentrate.

On January 20, 2021, the Company entered

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

(of which an independent Vivakor Board member is a 7%

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

The Company paid$25,000 and 16,667 shares of restricted common stock upon signing and $225,000 as of April 5, 2022.

When the licensor delivers to the Company data showing that the sensor performs based on mutually defined specifications and all

designs for the sensor are completed, Company shall pay an additional $250,000 and 16,667 shares of restricted common stock.

the delivery of a mutually agreed working prototype, Company will pay licensor $250,000 and 16,667 shares of restricted common

Upon commercialization of the product, the Company will pay licensor $250,000 and 33,333 shares of restricted common stock.

TBT shall have the option, at its sole discretion, to convert the license to a non-exclusive license if the Company fails to pay

$500,000 to TBT for sensor inventory per year, which will commence after the second anniversary of product commercialization.

Company shall share in the development costs of the sensor technology to the time of commercialization.

Total costs attributed to

the Company are estimated to be $125,000.

From May, 2021 through March 3, 2022, the parties amended the license agreement to extend

the terms of the first milestone to March 4, 2022, of which we paid $15,000 as consideration for the extensions and $225,000 to be

paid on March 4, 2022.

Policy on Future Related-Party Transactions

All future transactions between us and our officers,

directors, principal stockholders and their affiliates will be approved by the audit committee, or a similar committee consisting of entirely

independent directors, according to the terms of our Code of Business Conduct and Ethics and our Related-Party Transaction Policies and

Item 14 - Principal Accounting Fees and Services

The aggregate fees billed for the two most recently

completed fiscal periods ended December 31, 2021 and December 31, 2020 for professional services rendered by our independent registered

public accounting firm auditors for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated

financial statements and services normally provided by independent accountants in connection with statutory and regulatory filings or

engagements for these fiscal periods were as follows:

Year Ended December 31,

(“LBL”), of which our Chief Financial Officer is also an officer, which remains

For twelve months ended December 31, 2022, LBL invoiced the Company for $340,484.

On December 17, 2020 the Company

granted non-statutory stock options to LBL to purchase 333,334 shares of common stock, which was cancelled on September 1, 2022 by

Our Chief Financial Officer is not the beneficiary of the Company and is not permitted to participate in any discussion,

including LBL’s board meetings, regarding any Company stock that LBL may own at any time.

have an existing note payable issued to Triple T, which is owned by Dr.

Khalid Bin Jabor Al Thani, the 51% majority-owner of Vivakor

Middle East LLC The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East

As of December 31, 2022 the balance owed was $342,830.

On January 20, 2021, we entered into a worldwide,

exclusive license agreement with TBT Group, Inc.

(of which an independent Vivakor Board member at the time was a 7% shareholder of TBT

Group, Inc.) to license piezo electric and energy harvesting technologies for creating self-powered sensors for making smart roadways.

We paid $25,000 and 16,667 shares of restricted common stock upon signing and $225,000 as of April 5, 2022.

When the licensor delivers

to us data showing that the sensor performs based on mutually defined specifications and all designs for the sensor are completed, we

shall pay an additional $250,000 and 16,667 shares of restricted common stock.

Upon the delivery of a mutually agreed working prototype,

we will pay licensor $250,000 and 16,667 shares of restricted common stock.

Upon commercialization of the product, we will pay licensor

$250,000 and 33,333 shares of restricted common stock.

TBT shall have the option, at its sole discretion, to convert the license to a

non-exclusive license if we fail to pay $500,000 to TBT for sensor inventory per year, which will commence after the second anniversary

of product commercialization.

We shall share in the development costs of the sensor technology to the time of commercialization.

May 2021 through March 3, 2022, the parties amended the license agreement to extend the terms of the first milestone to March 4,

2022, of which we paid $15,000 as consideration for the extensions and $225,000 to be paid on March 4, 2022.

on Future Related-Party Transactions

future transactions between us and our officers, directors, principal stockholders and their affiliates will be approved by the audit

committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct

and Ethics and our Related-Party Transaction Policies and Procedures.

- Principal Accounting Fees and Services

aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2022 and December 31, 2021 for

professional services rendered by our independent registered public accounting firm auditors for the audit of our annual consolidated

financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by independent

accountants in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit Related Fees

In the above table, Audit Fees are fees billed

by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject

“Tax fees” are fees billed for professional services rendered for tax compliance, tax advice and tax planning.

fees include review of our interim financial statements and year-end audit.

Item 15 - Exhibits and Financial Statement

The following documents are filed as part of this

Annual Report on Form 10-K:

Financial Statements:

Our financial statements and the Report of Independent

Registered Public Accounting Firm are included herein on page F-1.

Financial Statement Schedules:

The financial statement schedules are omitted

as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1.

EXHIBIT INDEX

Filed or Furnished

Underwriting Agreement

Amended and Restated Articles of Incorporation

Amendments to Amended and Restated Articles of Incorporation

Form of Certificate of Change

the above table, Audit Fees are fees billed by our company’s external auditor for services provided in auditing our company’s

annual financial statements for the subject year.

“Tax fees” are fees billed for professional services rendered for tax compliance,

tax advice and tax planning.

The audit fees include review of our interim financial statements and year-end audit.

- Exhibits and Financial Statement Schedules

following documents are filed as part of this Annual Report on Form 10-K:

financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-2.

Statement Schedules:

financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial

statements and notes thereto on page F-1.

Membership Interest Purchase Agreement dated as of June 15, 2022, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC

and Restated Articles of Incorporation

to Amended and Restated Articles of Incorporation

of Certificate of Change

Description of Securities

Form of Representative Warrant

Form of Convertible Promissory Note (2013)

Payroll Protection Program Loan, with Chase Bank

Payroll Protection Program Loan, with Blue Ridge Bank

Small Business Association Loan

Amended Contribution Agreement between Sustainable Fuels Incorporated and Vivakor, Inc.

of Representative Warrant

of Convertible Promissory Note (2013)

Protection Program Loan, with Chase Bank

Protection Program Loan, with Blue Ridge Bank

Business Association Loan

Form of Secured Promissory Note of Registrant

Form of Note Amendment, dated October 28, 2022

Contribution Agreement between Sustainable Fuels Incorporated and Vivakor, Inc.

dated as of June 15, 2016

Intellectual Property License Agreement by and between BGreen, LLC and Vivakor, Inc.

Property License Agreement by and between BGreen, LLC and Vivakor, Inc.

dated as of September 30, 2020

Patent and Intellectual Property License Agreement by and between CSS Nanotech, Inc.

and Intellectual Property License Agreement by and between CSS Nanotech, Inc.

and Vivakor, Inc.

dated as of July 22, 2020

Employment Agreement by and between Vivakor, Inc.

Agreement by and between Vivakor, Inc.

and Matthew Nicosia

Employment Agreement by and between Vivakor, Inc.

Agreement by and between Vivakor, Inc.

and Tyler Nelson

Vivakor, Inc.

2021 Stock Incentive Plan

Intellectual Property Agreement by and between VivaVentures Precious Metals, LLC and Vivakor, Inc.

Form of Operating Agreement VV UTSI

Restated Working Interest Agreement by and between VivaVentures Energy Group, Inc.

Property Agreement by and between VivaVentures Precious Metals, LLC and Vivakor, Inc.

of Operating Agreement VV UTSI

Working Interest Agreement by and between VivaVentures Energy Group, Inc.

and VivaVentures UTSI, LLC

Amendment No.

1 to Amended and Restated Working Interest Agreement by and between VivaVentures Energy Group, Inc.

and VivaVentures UTSI, LLC

Operating Agreement VV RII

Restated Working Interest Agreement by and between VivaVentures Energy Group, Inc.

Agreement VV RII

Working Interest Agreement by and between VivaVentures Energy Group, Inc.

and VivaVentures Royalty II

Articles of Association of Vivakor Company

Form of LLC Agreement of IMX

Form of LLC Agreement of RPC Design

Form of LLC Agreement of Viva Wealth

Form of LLC Agreement of VOF

Agreement Regarding Assets, entered into as of December 3, 2018

Amendment to Agreement

Amendment No.

of Association of Vivakor Company

of LLC Agreement of IMX

of LLC Agreement of RPC Design

of LLC Agreement of Viva Wealth

of LLC Agreement of VOF

Regarding Assets, entered into as of December 3, 2018

3 to Novus Loan Agreement

3 unchanged sentences

5 to Novus Loan Agreement

Master Revolving Note made in favor of Triple T

Sensor Technology License Agreement

Amendment No.

Revolving Note made in favor of Triple T

Technology License Agreement

1 to the Sensor Technology License Agreement

5 unchanged sentences

4 to the Sensor Technology License Agreement

Services Agreement, entered into on December 14, 2021

Land Lease Agreement

Agreement, entered into on December 14, 2021

Lease Agreement

Product Off-Take Agreement, by and between Vivaventures Energy Group, Inc., and Hot Oil Transport, LLC, dated April 26, 2022

Executive Employment Agreement, dated June 9, 2022, by and between Vivakor, Inc.

and Matthew Nicosia

Executive Employment Agreement, dated June 9, 2022, by and between Vivakor, Inc.

and Tyler Nelson

Form of Shared Services Agreement among Endeavor Crude, LLC, Silver Fuels Delhi LLC and White Claw Colorado City, LLC

Form of Pledge Agreement

Form of Master Netting Agreement among Registrant, Silver Fuels Delhi LLC, White Claw Colorado City, LLC, Jorgan Development, LLC, JBAH Holdings, LLC, Endeavor Crude, LC and White Claw Crude, LLC

Form of Guaranty Agreement

Form of Lock-Up Agreement

Form of Assignment of Membership Agreement

Form of Release Agreement

Oil Storage Agreement dated January 1, 2021 by and between White Claw Colorado City, LLC and White Claw Crude, LLC

Crude Petroleum Supply Agreement dated January 1, 2021 by and between White Claw Crude, LLC and Silver Fuels Delhi LLC

Form of first Amendment to Crude Petroleum Supply agreement dated January 1, 2021 by and between White Claw Crude, LLLC and Silver Fuels Delhi LLC

Executive Employment Agreement, by and between Vivakor, Inc.

and James Ballengee, dated October 28, 2022

List of Subsidiaries

7 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

Management contract or compensatory plan or arrangement.

These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference

into any filing, in accordance with Item 601 of Regulation S-K.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Vivakor, Inc.

April 15, 2022

/s/ Matthew Nicosia

Matthew Nicosia

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated:

Matthew Nicosia

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

contract or compensatory plan or arrangement.

exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with

Item 601 of Regulation S-K.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned hereunto duly authorized.

James Ballengee

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

James Ballengee

Executive Officer and Director

April 15, 2022

Executive Officer)

Financial Officer

April 15, 2022

Financial Officer and Director

Accounting Officer and

Principal Financial Officer)

Joseph Spence

April 15, 2022

VIVAKOR, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Albert Johnson

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 688 )

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 324 )

Audited Consolidated Balance Sheets as of December 31, 2022 and 2021

Audited Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Audited Statement of Consolidated Changes in Stockholders’

Equity (Deficit) for the Years Ended December 31, 2021 and 2020

Audited Statement of Consolidated Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021

Audited Statements of Consolidated Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to the Consolidated Financial Statements

Report of Independent

Registered Public Accounting Firm

Board of Directors and Shareholders

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Vivakor, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Vivakor,

(the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity

(deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity

with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheet of Vivakor, Inc.

(the “Company”) as of December 31, 2022, the related consolidated statements of operations, changes in

stockholders’ equity and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31,

2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the entity’s

Our responsibility is to express an opinion on the entity’s consolidated financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control

over financial reporting.

These financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Macias Gini & O’Connell LLP

Irvine, CA 92816

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2022.

Irvine, California

Houston, Texas

of Independent Registered Public Accounting Firm

of Directors and Shareholders

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheet of Vivakor, Inc.

(the Company) as of December 31, 2021, and the related consolidated statements of operations,

stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in

conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements

are the responsibility of the entity’s management.

Our responsibility is to express an opinion on the entity’s consolidated

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and

performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit

provides a reasonable basis for our opinion.

Gini & O’Connell LLP

served as the Company’s auditor since 2021, which ended in 2022

April 15, 2022

4 unchanged sentences

Cash and cash equivalents attributed to variable interest entity

Accounts Receivable, less allowances of $ 33,000 and $ 33,000 , respectively

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

Prepaid expenses

Marketable securities

2 unchanged sentences

Other investments

Notes receivable

Notes receivable, less allowances of $ 1,162,007 and none

Property and equipment, net

Rights of use assets- operating leases

License agreement, net

License agreements, net

Intellectual property, net

LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

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, current

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

Long-term debt

Long-term debt (working interest royalty programs)

Deferred income tax liabilities

Total liabilities

Redeemable, convertible preferred stock, $ .001 par value;

11,600,000 shares authorized;

Series B- 12.5%, cumulative,

issued and outstanding as of December 31, 2021 and 2020 (1)

Series B-1- none and 467,728 issued and outstanding as of December 31, 2021 and 2020 (1)

issued and outstanding as of December 31, 2021 and 2020 (1)

Total temporary equity

Stockholders’ equity:

1 unchanged sentence

3,400,000 shares authorized;

Series A- 66,667 issued and outstanding

A- none and 66,667

issued and outstanding, respectively (1)

Common stock, $ 0.001 par value;

41,666,667 shares authorized;

12,330,859 and 11,255,967 were issued and outstanding as of December 31, 2021 and 2020 (1)

18,064,838 and 12,330,859 were issued and outstanding as December 31, 2022 and 2021, respectively (1)

Additional paid-in capital

7 unchanged sentences

Total stockholders’ equity

Total liabilities and stockholders’ equity and temporary 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

See accompanying notes to consolidated financial

Total liabilities and stockholders’ equity

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.

accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Product revenue - third parties

Product revenue - related parties

Total revenues

Cost of revenues

3 unchanged sentences

Bad debt expense

Impairment loss

Amortization and depreciation

3 unchanged sentences

( 6,925,916 )

Other income:

Equity investment loss

Gain (loss) on disposition of asset

Unrealized gain (loss) on marketable securities

Other income (expense):

Unrealized loss on marketable securities

( 1,094,054 )

1 unchanged sentence

Interest expense

( 1,519,281 )

Gain on disposition of asset

Total other income (expense)

( 1,940,357 )

( 1,379,997 )

Loss before provision for income taxes

1 unchanged sentence

( 8,305,913 )

Benefit (provision) for income taxes

Benefit for income taxes

Consolidated net loss

10 unchanged sentences

Dividend on preferred stock

Net income loss to parent

$ ( 19,438,422 )

2 unchanged sentences

Basic 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,

See Note 1 Organization and Basis of Presentation for additional information

See accompanying notes to consolidated financial

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY(DEFICIT)

Series A Preferred Stock

Additional Paid-in

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.

accompanying notes to consolidated financial statements

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Non-controlling

Total Stockholders' Equity

$ ( 27,848,500 )

Stockholders’

$ ( 30,204,992 )

Stock issued for reduction in stock payable (1)

Stock issued for a reduction in liabilities (1)

Stock issued for cash (1)

Stock issued for services (1)

Stock issued for a reduction of liabilities (1)

Stock issued for the purchase of a license (1)

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

Stock options issued for services

Stock based compensation

Issuance of noncontrolling interest

Dividend paid in Series B-1 Preferred

options issued for services

based compensation

Distributions

to noncontrolling interest

of noncontrolling interest for a reduction of debt

paid in Series B-1 Preferred Stock

income (loss)

( 5,484,171 )

1 unchanged sentence

( 7,255,706 )

Stock issued for services (1)

Stock issued for a reduction of liabilities (1)

Stock issued for the purchase of a license (1)

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

Stock options issued for services

Stock based compensation

Distributions paid by

noncontrolling interest

Issuance of noncontrolling interest

for a reduction of debt

Dividend paid in Series B-1 Preferred

Net income (loss)

$ ( 35,731,359 )

Stock issued for stock awards

Stock issued for a reduction of liabilities

of Series A Preferred Stock to Common Stock

Stock issued for cash

stock issued for fractional shares from reverse stock split

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

options issued for services

based compensation

Distributions

by noncontrolling interest

of noncontrolling interest for a reduction of debt

( 19,438,422 )

( 20,247,621 )

December 31, 2021

$ ( 55,169,781 )

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

See accompanying notes to consolidated financial

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 statements

VIVAKOR, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

STATEMENTS OF CASH FLOWS

OPERATING ACTIVITIES:

4 unchanged sentences

Depreciation and amortization

Impairment loss

Bad debt expense

Forgiveness of notes payable

Equity investment loss

Loss (gain) on disposition of asset

Common stock options issued for services

Common stock issued for services

Unrealized gain (loss) marketable securities

( 2,614,338 )

Stock-based compensation

Unrealized loss- marketable

Gain on disposal of asset

Deferred income taxes

( 4,437,491 )

Stock-based compensation

( 1,051,007 )

Changes in operating assets and liabilities:

Accounts receivable

Precious metal concentrate

Right of use assets

Prepaid expenses

Right of use assets- finance leases

Right of use assets- operating leases

( 1,216,765 )

Operating lease liabilities

Accounts payable

Accrued interest on notes receivable

Accrued interest on notes payable

Financing lease liabilities

Accounts payable and accrued expenses

( 3,408,157 )

Interest on notes receivable

Interest on notes payable

Net cash used in operating activities

2 unchanged sentences

INVESTING ACTIVITIES:

Issuance of notes receivable

Proceeds from notes receivable

Payment on costs of patents

Acquisition of assets

Purchase of a technology license

Proceeds from disposal of equipment

Purchase of equipment

10 unchanged sentences

Distributions to noncontrolling interest

Issuance of noncontrolling interest

Net cash provided by financing activities

5 unchanged sentences

Noncash transactions :

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

Conversion of Series A, B, B-1, and C-1 Preferred Stock to Common Stock

Common stock issued for a reduction in liabilities

5 unchanged sentences

Dividend paid in Series B-1 Preferred Stock

Common stock and note payable issued

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

Sale of marketable securities for note receivable

Accounts payable on purchase of equipment

See accompanying notes to consolidated financial

VIVAKOR, INC.

See accompanying notes to consolidated

financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Organization and Basis of Presentation

Vivakor, Inc.

(collectively “we”,

“us,” “our,” “Vivakor” or the “Company”) is a socially responsible operator, acquirer

and developer of clean energy technologies and environmental solutions, which is currently focused on soil remediation in the United States

and Kuwait, and we have corporate offices in Utah, California, and in Qatar.

We specialize in the remediation of soil from properties

contaminated by or laden with heavy crude oil and other substances.

The Company was originally organized on November 1, 2006 as a limited

liability company in the State of Nevada as Genecular Holdings, LLC.

(collectively “we”, “us,” “our,” “Vivakor” or the “Company”) is a socially

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

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

as contaminated soil remediation services.

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 C-corporation and changed its name to Vivakor, Inc.

pursuant to Articles of

Conversion filed with the Nevada Secretary of State.

On December 18, 2020, our Board of Directors

and stockholders holding a majority of our outstanding voting shares, authorized a reverse stock split of each of the

outstanding shares of the Corporation’s common stock, $0.001

par value per share, as well as each of the outstanding shares of the Corporation’s preferred stock, at a ratio to be

determined by the Board of within a range of a minimum of a one-for-twelve (1-for-12)

to a maximum of one-for-forty (1-for-40)

(the “Reverse Stock Split Ratio”), with the exact ratio to be set at a number within this range as determined by the

Board in its sole discretion, with no change in par value.

On February 14, 2022, we effected a 1-for-30

reverse split of our outstanding shares of common stock (the “Reverse Stock Split”) via the filing of a certificate of

change with the Nevada Secretary of State which was effective at the commencement of trading of our Common Stock.

No fractional

shares of the Company’s common stock will be issued as a result of the Reverse Stock Split.

Any fractional shares resulting

from the Reverse Stock Split will be rounded up to the nearest whole share.

All issued and outstanding common stock, preferred

stock, and per share amounts in the consolidated financial statements and footnotes included herein have been retroactively adjusted

to reflect this reverse stock split for all periods presented.

On March 11, 2020, the World Health Organization

(“WHO”) declared the COVID-19 outbreak to be a global pandemic.

In addition to the devastating effects on human life, the

pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets.

states and many countries have issued policies intended to stop or slow the further spread of the disease.

COVID-19 and the U.S.

response to the pandemic

are significantly affecting the economy.

There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may

have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change.

We do not yet know the full extent

of the effects on the economy, the markets we serve, our business, or our operations.

In March 2020 we temporarily suspended operations

in Kuwait and Utah due to COVID-19 government restrictions.

We have historically suffered net losses and

cumulative negative cash flows from operations, and as of December 31, 2021, we had an accumulated deficit of approximately $ 35.7

As of December 31, 2021 we had cash of $ 1,493,719 .

To date we have financed our operations primarily through debt

financing, private equity offerings and our working interest agreements.

For the year ended December 31, 2021 and 2020, we issued

none and $ 624,907 noncontrolling units of RPC Design and Manufacturing, LLC (“RDM”), respectively, made payments on our working interest agreement with RII of $ 7,735 and

$ 116,535 , respectively, and we also received proceeds of $ 9,135,984 and $ 2,231,796 related to the issuance of convertible bridge

notes and other loans.

For the years ended December 31, 2021 and 2020, as included in the proceeds above, we obtained two Paycheck

Protection Program loans for $ 295,745 and $ 295,745 that may be forgiven under the CARES Act,

if we can demonstrate that the proceeds from the loan were used for eligible expenses .

We also obtained loans from the Small

Business Administration in the amount of $ 299,900 in May 2020, as included in the proceeds above.

In addition, for the years ended

December 31, 2021 and 2020, the Company received debt financing of $ 8,090,000 and $ 735,000 through the operations of Viva Wealth

Fund I, LLC, which debt converts into Viva Wealth Fund I units at the earlier of 6 months or the minimum raise of $6,250,000 to

build a Remediation Processing Center (“RPC”) system.

As of December 31, 2021, $ 5,560,000 of this debt financing has converted to noncontrolling units in Viva Wealth

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 $ 2,231,218 as of December 31, 2021 and have been deposited for

Subsequent to December 31, 2021, the Company closed its 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.

We believe the liquid assets from the Company’s available

for sale investments and funding provided from subsequent fundraising activities of the Company give it adequate working capital to

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

pursuant to Articles of Conversion

filed with the Nevada Secretary of State.

February 14, 2022, we effected a 1-for-30

reverse split of our outstanding shares of common stock (the “Reverse Stock Split”) via the

filing of a certificate of change with the Nevada Secretary of State which was effective at the commencement of trading of our

Common Stock.

No fractional shares of the Company’s common stock were issued as a result of the Reverse Stock Split.

Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

All issued and

outstanding common stock, preferred stock, and per share amounts in the consolidated financial statements and footnotes included

herein have been retroactively adjusted to reflect this reverse stock split for all periods presented.

March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic.

to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions

and volatility in the global financial markets.

states and many countries have issued policies intended to stop or slow the

further spread of the disease.

response to the pandemic are significantly affecting the economy.

There are no comparable events that provide guidance as

to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to

We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

In March 2020

we temporarily suspended operations in Kuwait and Utah due to COVID-19 government restrictions.

Utah and Kuwait have since resumed site

preparations for operations.

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.

have historically suffered net losses and cumulative negative cash flows from operations, and as of December 31, 2022, we had an

accumulated deficit of approximately $55.2 million.

As of December 31, 2022 and 2021, we

had a working capital deficit of approximately $ 3.77

million and $ 2.09

million, respectively.

As of December 31,

2022 we had cash of $3.1 million.

In addition, we have obligations to

pay approximately $17,500,000 (of which approximately $16,500,000 can be satisfied through the issuance of our common stock under the

terms of the debt and $334,000 is related to PPP loans that are anticipated to be forgiven) of debt in cash within one year of the issuance

of these financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

February 2022, 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 net proceeds of $ 6.2

million, after deducting underwriting discounts,

commissions, and other offering expenses.

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

equity offerings, and our working interest agreements.

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

and funding provided from subsequent fundraising activities (see Note 24) of the Company will give it adequate working capital to finance

our day-to-day operations for at least twelve months through May 2024.

Our CEO has also committed to provide credit support

through June 2024, as necessary, for an amount up to $8 million to provide the Company sufficient cash resources, if required, to execute

its plans for the next twelve months.

Based on the above, we believe these plans alleviate substantial doubt about the Company’s

ability to continue as a going concern.

The Company has prepared the consolidated financial

statements on a going concern basis.

If the Company encounters unforeseen circumstances that place constraints on its capital resources,

management will be required to take various measures to conserve liquidity.

Management cannot provide any assurance that the Company

will raise additional capital if needed.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements

have been prepared in accordance with the Financial Accounting Standards Board (“ FASB ”) “FASB Accounting Standard

Codification™” (the “ Codification ”) which is the source of authoritative accounting principles recognized

by the FASB to be applied by nongovernmental entities in the preparation of consolidated financial statements in conformity with generally

accepted accounting principles (“ GAAP ”) in the United States.

All figures are in U.S.

dollars unless indicated

Principles of Consolidation

The consolidated financial statements include

the accounts of Vivakor, Inc., its wholly owned and majority-owned active subsidiaries, or joint ventures (collectively, the “Company”).

of Presentation

accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB ”)

“FASB Accounting Standard Codification™” (the “ Codification ”) which is the source of authoritative

accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of consolidated financial statements

in conformity with generally accepted accounting principles (“ GAAP ”) in the United States.

figures are in U.S.

dollars unless indicated otherwise.

of Consolidation

consolidated financial statements include the accounts of Vivakor, Inc., its wholly owned and majority-owned active subsidiaries, or

joint ventures (collectively, the “Company”).

Intercompany balances and transactions between consolidated entities are eliminated.

1 unchanged sentence

Vivakor has the following wholly and majority-owned subsidiaries:

Vivaventures Management Company, Inc., Vivaventures Energy Group, Inc.

(99%), Vivaventures Oil Sands, Inc., Vivasphere, Inc..

Vivakor Middle East, LLC (49%, consolidated).

The Company withdrew from VivaVentures

Precious Metal, LLC (39%, equity method investment) in July 2020.

Vivakor manages and consolidates RPC Design and Manufacturing LLC, which

includes a noncontrolling interest investment from Vivaopportunity Fund, LLC, which is also managed by Vivaventures Management Company,

Vivakor has common officers with and consolidates Viva Wealth Fund I, LLC.

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.

Variable interests are contractual,

ownership, or other pecuniary interests that change with changes in the fair value of the entity’s net assets.

A party is the primary

beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides

the party with a controlling financial interest.

A party is deemed to have a controlling financial interest if it meets both of the power

and losses/benefits criteria.

The power criterion is the ability to direct the activities of the VIE that most significantly impact its

economic performance.

The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE

that could potentially be significant to the VIE.

The VIE model requires an ongoing reconsideration of whether a reporting entity is the

primary beneficiary of a VIE due to changes in facts and circumstances.

For the years ended December 31, 2021 and 2020 the following entities

are considered to be a VIE and are consolidated in our consolidated financial statements:

Viva Wealth Fund I, LLC (organized in 2020)

and RPC Design and Manufacturing, LLC.

For the years ended December 31, 2021 and 2020 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 years

ended December 31, 2021 and 2020 the unaudited financial information for the unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC

held assets of $ 3,753,296 and $ 3,113,292 (where the primary asset represents a receivable from the Company), and liabilities of $ 12,608

Delhi, LLC (since August 1, 2022), White Claw Colorado City, LLC (since August 1, 2022), Vivaventures Remediation Corporation,

a Texas corporation, Vivaventures Management Company, Inc., Vivaventures Energy Group, Inc.

(99%), Vivaventures Oil Sands, Inc., Vivasphere,

Inc., and Vivakor Middle East, LLC (49%, consolidated).

Vivakor manages and consolidates RPC Design and Manufacturing LLC, which includes

a noncontrolling interest investment from Vivaopportunity Fund, LLC, which is also managed by Vivaventures Management Company, Inc.

has common officers with and consolidates Viva Wealth Fund I, LLC.

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

Variable interests are contractual, ownership, or other pecuniary interests that change with changes in the fair value of the

entity’s net assets.

A party is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest,

or combination of variable interests, that provides the party with a controlling financial interest.

A party is deemed to have a controlling

financial interest if it meets both of the power and losses/benefits criteria.

The power criterion is the ability to direct the activities

of the VIE that most significantly impact its economic performance.

The losses/benefits criterion is the obligation to absorb losses

from, or right to receive benefits from, the VIE that could potentially be significant to the VIE.

The VIE model requires an ongoing

reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances.

years ended December 31, 2022 and 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 years ended December 31, 2022 and 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 years ended December 31, 2022 and 2021 the unaudited financial information

for the unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC held assets of $ 1,622,424 and $ 3,753,296 (where the primary asset represents

a receivable from the Company), and liabilities of $ 52,368 and $ 12,608 .

Vivaventures Royalty II, LLC held assets of $ 3,670,583 and $ 2,648,810

(where the primary asset represents a receivable from the Company), and liabilities of $ 1,720 and $ 300 .

Vivaopportunity Fund LLC held

assets of $ 2,199,781 and $ 2,119,961 (where the primary asset represents a noncontrolling interest in units of a consolidated entity of

the Company) and $ 10,815 and no liabilities.

International Metals Exchange, LLC held assets of $ 29,443 and $ 30,461 and liabilities of

$ 1,800 and $ 1,900 .

Vivaventures Royalty II, LLC held assets of $ 2,648,810 and $ 2,117,066 (where the primary asset represents a receivable from

the Company), and liabilities of $ 300 .

Vivaopportunity Fund LLC held assets of $ 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 $ 30,461

and $ 82,711 and liabilities of $ 1,900 .

RPC Design and Manufacturing, LLC:

Company established RPC Design and Manufacturing, LLC (“RDM”) in December 2018 with a business purpose of manufacturing custom

machinery and selling or leasing the manufactured equipment in long term contracts with financing or leasing activities to the Company.

Design and Manufacturing, LLC:

The Company established RPC Design and Manufacturing, LLC (“RDM”) in December 2018

with a business purpose of manufacturing custom machinery and selling or leasing the manufactured equipment in long term contracts with

financing or leasing activities to the Company.

We own 100% of the voting rights in RDM.

We, as the sole general partner of RDM, have the full, exclusive and complete right, power and

discretion to operate, manage and control the affairs of RDM and take certain actions necessary to maintain RDM in good standing without

the consent of the limited partners.

RDM has entered into a license agreement with the Company indicating that while RDM builds custom

machinery incorporating the Company’s hydrocarbon extraction technology, RDM will pay the Company a license fee of $500,000 per

Remediation Processing Center manufactured.

RDM has been retained by VWFI to assist in being the plant manager and will manage and direct the manufacturing

RDM’s license fee is waived for RPC manufacturing for VWFI.

Creditors of RDM have no recourse to the general credit

of the Company.

For the years ended December 31, 2021 and 2020, investors in RDM have a noncontrolling interest of $ 629,694 and $ 1,343,018 ,

respectively As of December 31, 2021 and 2020,

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

December 31, 2021 and 2020 this VIE has an outstanding note payable to the reporting entity in the amount of $ 354,566 and $ 335,208 , 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.

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:

Company assisted in designing and organizing Viva Wealth Fund I, LLC (“VWFI”) in November 2020, as a special purpose

entity, for the purpose of manufacturing, leasing and selling custom equipment solely to the Company.

The Company commenced

co-managing VWFI with Wealth Space, LLC, an unaffiliated entity, but as of the date of this report Wealth Space, LLC is the sole

The Company has been retained by the manager and continues to have common officers with VWFI, including our CEO and CFO,

who will assist in the day-to-day operations.

VWFI has also retained the Company to act as its sole plant manager, and we will

manage and direct all of the manufacturing, leasing and selling of custom equipment in behalf of VWFI to the Company.

2020, VWFI commenced a $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 will expand the Company’s second RPC.

We, as the sole general partner of RDM, have

the full, exclusive and complete right, power and discretion to operate, manage and control the affairs of RDM and take certain actions

necessary to maintain RDM in good standing without the consent of the limited partners.

RDM has entered into a license agreement with

the Company indicating that while RDM builds custom machinery incorporating the Company’s hydrocarbon extraction technology, RDM

will pay the Company a license fee of $500,000 per Remediation Processing Center manufactured.

RDM has been retained by VWFI to assist

in being the plant manager and will manage and direct the manufacturing of the RPCs.

RDM’s license fee is waived for RPC manufacturing

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

For the years ended December 31, 2022 and 2021,

investors in RDM have a noncontrolling interest of $ 227,104 and $ 629,694 , respectively.

As of December 31, 2022 and 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 December 31,

2021 and 2020, 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 December 31, 2021 and 2020, the

Company has cash attributed to variable interest entities of $ 199,952

2022 and 2021 this VIE has an outstanding note payable to the reporting entity in the amount of $ 1,288,279 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.

Any intercompany revenue and expense associated

with RDM and its license agreement with the Company has been eliminated in consolidation.

Wealth Fund I, LLC:

The Company assisted in designing and organizing Viva Wealth Fund I, LLC (“VWFI”) in

November 2020, as a special purpose entity, for the purpose of manufacturing, leasing and selling custom equipment solely to

Wealth Space, LLC, an unaffiliated entity, is the sole manager.

The Company has been retained by the manager, who may

assist in the administrative operations.

VWFI has also retained the Company to act as its sole plant manager, and we will manage and

direct all of the manufacturing, leasing and selling of custom equipment in behalf of VWFI to the Company.

In November 2020,

VWFI commenced a $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 will expand the Company’s second RPC, amended to manufacture

one separate double capacity RPC.

As of December 31, 2022 and 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 December 31, 2022 and 2021, the Company has cash attributed to variable interest entities of $ 81,607

and $ 199,952 .

As of December 31, 2022, VWFI has reached $6,250,000 in funding and has released the funding for construction of RPC Series A.

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 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.

VWFI has continued fundraising for RPC Series B.

In the event that VWFI does not raise at least $8,250,000 for Series B by the

offering termination date (which date was 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 March 27, 2023, VWFI has raised approximately

20 unchanged sentences

Therefore, VWFI has been consolidated by the Company.

Cash and Cash Equivalents

The Company considers all highly liquid

investments with an original maturity of three months or less when acquired to be cash equivalents.

As of December 31, 2021 and

2020, the Company does not have any cash equivalents.

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.

addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of

the acquisition date.

We 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.

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.

and Cash Equivalents

Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.

As of December 31, 2022, the Company had a $750,000 3-month certificate of deposit with B1bank.

As of December 31, 2021, the

Company did not have any cash equivalents.

The Company places its cash with high credit quality financial institutions.

The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up

As of December 31, 2021 and 2020, the Company had bank balances exceeding the FDIC insurance limit.

To reduce its risk

associated with the failure of such financial institutions, the Company annually evaluates the rating of the financial institutions

in which it holds deposits.

As of December 31, 2021 and 2020, the Company has cash attributed to variable interest entities of

and $ 89,500 .

The Company has $ 2,666 in Qatar National Bank, located in Doha Qatar.

Accounts Receivable

Accounts receivable are carried at original invoice

amount less an estimated allowance for doubtful accounts, if deemed necessary by management, and based on a review of all outstanding

amounts on a monthly basis.

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

using historical experience applied to an aging of accounts.

An allowance for doubtful accounts was considered necessary by management

as of December 31, 2021 and 2020 in the amount of $ 33,000 , respectively.

Consolidated net income includes the Company’s

proportionate net income or loss of equity investments.

The carrying value of the Company’s equity method investments is increased

and decreased by the Company’s proportionate share of the net income or loss of the investee.

The carrying value of our equity method

investment is also decreased by dividends the Company receives from the investee.

The Company did not have any equity method investments

The Company’s

accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

As of December 31,

As of December 31, 2020 the equity method investments consisted of the following:

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.

Markets) In the fourth quarter of 2020, the Company was diluted to a 19% equity holding in Scepter Holdings, Inc., 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 trading securities for the years ended December 31, 2021 and 2020 with the change in

unrealized gains and losses on the investment included in the statement of operations (see Note 5).

For the year ended December 31,

2020, the Company was attributed a loss on this equity investment in the amount of $ 37,665 .

There were no distributions to the Company in 2021 or 2020 from Scepter Holdings, Inc.

As of December 31, 2020, the Company’s

Chief Executive Officer has an immediate family member who sits on the board of directors of Scepter Holdings, Inc.

Company’s 826,376,882

shares of common stock of Scepter Holdings, Inc.

have a market value of approximately $ 3,553,241

as of April 5, 2022 based on the quoted market price.

Investments in marketable securities consist of

equity securities recorded at fair value.

Fair value is defined as the price that would be received to sell an asset in an orderly transaction

between market participants at the measurement date.

We analyze our marketable securities in accordance with Accounting Standard Codification

321 (“ASC 321”).

Valuations for marketable securities are based on quoted prices for identical assets in active markets.

As of December 31, 2019, the Company held a 39%

interest in Vivaventures Precious Metals, LLC for which the fair value of this investment was none.

In July 2020, the Company withdrew

from this LLC.

As of December 31, 2021 and 2020, the Company

owns 1,000 Class A LLC Units in each of the following entities, which are not consolidated:

Vivaopportunity Fund LLC, Vivaventures UTSI,

LLC, Vivaventures Royalty II, LLC, and International Metals Exchange, LLC.

In aggregate these units amount to $ 4,000 as of December 31,

2021 and 2020.

These Class A Units give the Company’s management control of the entities but lack the necessary economics criterion,

where the Company lacks the obligation to absorb losses of these entities, as well as the right to receive benefits from the LLCs.

Convertible Instruments

The Company reviews the terms of convertible debt

and preferred stock for indications requiring bifurcation, and separate accounting for the embedded conversion feature.

Generally, embedded

conversion features where the ability to physical or net-share settle the conversion option is not within the control of the Company or

the number of shares is variable are bifurcated and accounted for as derivative financial instruments.

(See Derivative Financial Instruments

Bifurcation of the embedded derivative instrument requires the allocation of the proceeds first to the fair value of the embedded

derivative instrument with the residual allocated to the host instrument.

The resulting discount to the debt instrument or the redemption

value of convertible preferred securities is accreted through periodic charges to interest expense over the term of the agreements or

to dividends over the period to the earliest conversion date using the effective interest rate method, respectively.

Derivative Financial Instruments

The Company does not use derivative financial

instruments to hedge exposures to cash-flow or market risks.

However, certain other financial instruments, such as warrants to purchase

the Company’s common stock and the embedded conversion features of debt and preferred instruments that are not considered indexed

to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement,

(b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions.

In such instances,

net-cash settlement is assumed for financial accounting and reporting.

Such financial instruments are initially recorded at fair value

and subsequently adjusted to fair value at the close of each reporting period.

Fair value for embedded conversion features and option-based

derivative financial instruments is determined using the Monte Carlo Simulation or the Black-Scholes Option Pricing Model, respectively.

Other convertible instruments that are not derivative

financial instruments are accounted for by recording the intrinsic value of the embedded conversion feature as a discount from the initial

value of the instrument and accreting it back to face value over the period to the earliest conversion date using the effective interest

The Company follows Accounting Standards Codification

842, Leases ("ASC 842").

We determine if an arrangement contains a lease at inception based on whether or not the Company

has the right to control the asset during the contract period and other facts and circumstances.

We are the lessee in a lease contract when we

obtain the right to control the asset.

Operating lease right-of-use ("ROU") assets represent our right to use an underlying

asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease, both of which

are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.

a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line

basis over the lease term in our consolidated statement of operations.

We determine the lease term by assuming the exercise of renewal

options that are reasonably certain.

As most of our leases do not provide an implicit interest rate, we use our local incremental borrowing

rate based on the information available at the commencement date in determining the present value of future payments.

2022 and 2021, the Company had bank balances exceeding the FDIC insurance limit.

To reduce its risk associated with the failure of such

financial institutions, the Company annually evaluates the rating of the financial institutions in which it holds deposits.

As of December 31,

2021 and 2020, we recorded right-of-use assets of $ 663,291 and $ 881,804 and lease obligations of $ 721,878 and $ 895,395 .

Long Lived Assets

The Company reviews the carrying values of its

long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset,

an impairment loss is recognized and measured using the fair value of the related asset.

No impairment charges were incurred during the

years ended December 31, 2021 and 2020, 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 Organization (“WHO”)

declared the COVID-19 outbreak to be a global pandemic.

In addition to the devastating effects on human life, the pandemic is having a

negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets.

and many countries have issued policies intended to stop or slow the further spread of the disease.

Our Kuwait operations were suspended

to comply with the social distancing measures implemented in Kuwait.

Our Utah operations were temporarily suspended from March through

May 2020, but have since resumed in full.

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 the future.

Property and equipment, net

Property and equipment are stated at cost or fair

value when acquired.

Depreciation is computed by the straight-line method and is charged to the statement of operations over the estimated

useful lives of the assets.

Leasehold improvements are depreciated over the shorter of the estimated useful lives of the assets or the

term of the related lease.

Impairment losses are recognized for long-lived assets, including definite-lived intangibles, used in operations

when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are not sufficient

to recover the assets' carrying amount.

Impairment losses are measured by comparing the fair value of the assets to their carrying amount.

Interest on long-term debt for the development

or manufacturing of Company assets is capitalized to the asset until the asset enters production or use, and thereafter all interest is

charged to expense as incurred.

2022 and 2021, the Company has cash attributed to variable interest entities of $ 81,607 and $ 199,952 .

The Company has $ 2,666 in Qatar

National Bank, located in Doha Qatar.

receivable are carried at original invoice amount less an estimated allowance for doubtful accounts, if deemed necessary by management,

and based on a review of all outstanding amounts on a monthly basis.

Management determines the allowance for doubtful accounts, if any,

by identifying troubled accounts and by using historical experience applied to an aging of accounts.

An allowance for doubtful accounts

was considered necessary by management as of December 31, 2021 in the amount of $ 33,000 .

in marketable securities consist of equity securities recorded at fair value.

Fair value is defined as the price that would be received

to sell an asset in an orderly transaction between market participants at the measurement date.

We analyze our marketable securities

in accordance with Accounting Standard Codification 321 (“ASC 321”).

Valuations for marketable securities are based on quoted

prices for identical assets in active markets.

Company had an investment of $800,000 or 800,000,000 shares of common stock, or a diluted 17% equity holding in Scepter Holdings, Inc.

BRZL, OTC Markets) and does not have significant influence, and as the stock is traded on an active market, the Company has

classified the investment as trading securities for the years ended December 31, 2022 and 2021 with the change in unrealized gains

and losses on the investment included in the statement of operations (see Note 7).

The Company’s prior Chief Executive Officer,

who resigned as of October 6, 2022, had an immediate family member who sat on the board of directors of Scepter Holdings, Inc.

The Company’s 826,376,882 common shares have a market value of approximately $ 1,322,203 as of April 18, 2023 based on the quoted

market price.

of December 31, 2022 and 2021, the Company owns 1,000 Class A LLC Units in each of the following entities, which are not consolidated:

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

these units amount to $ 4,000 as of December 31, 2022 and 2021.

These Class A Units give the Company’s management control of

the entities but lack the necessary economics criterion, where the Company lacks the obligation to absorb losses of these entities, as

well as the right to receive benefits from the LLCs.

Company reviews the terms of convertible debt and preferred stock for indications requiring bifurcation, and separate accounting for

the embedded conversion feature.

Generally, embedded conversion features where the ability to physical or net-share settle the conversion

option is not within the control of the Company or the number of shares is variable are bifurcated and accounted for as derivative financial

(See Derivative Financial Instruments below).

Bifurcation of the embedded derivative instrument requires the allocation

of the proceeds first to the fair value of the embedded derivative instrument with the residual allocated to the host instrument.

resulting discount to the debt instrument or the redemption value of convertible preferred securities is accreted through periodic charges

to interest expense over the term of the agreements or to dividends over the period to the earliest conversion date using the effective

interest rate method, respectively.

Financial Instruments

Company does not use derivative financial instruments to hedge exposures to cash-flow or market risks.

However, certain other financial

instruments, such as warrants to purchase the Company’s common stock and the embedded conversion features of debt and preferred

instruments that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder

possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based

on its anti-dilutive provisions.

In such instances, net-cash settlement is assumed for financial accounting and reporting.

Such financial

instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period.

value for embedded conversion features and option-based derivative financial instruments is determined using the Monte Carlo Simulation

or the Black-Scholes Option Pricing Model, respectively.

convertible instruments that are not derivative financial instruments are accounted for by recording the intrinsic value of the embedded

conversion feature as a discount from the initial value of the instrument and accreting it back to face value over the period to the

earliest conversion date using the effective interest rate method.

Company follows Accounting Standards Codification 842, Leases (“ASC 842”).

We determine if an arrangement contains

a lease at inception based on whether or not the Company has the right to control the asset during the contract period and other facts

and circumstances.

are the lessee in a lease contract when we obtain the right to control the asset.

Lease right-of-use (“ROU”) assets represent

our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising

from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the

commencement date.

Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and

are expensed on a straight-line basis over the lease term in our consolidated statement of operations.

We determine the lease term by

assuming the exercise of renewal options that are reasonably certain.

As most of our leases do not provide an implicit interest rate,

we use our local incremental borrowing rate based on the information available at the commencement date in determining the present value

of future payments.

According to ASC 842, the Company has measured the lease liabilities acquired on August 1, 2022 by measuring the present value of the remaining lease payments, as if the lease were acquired on acquisition date.

The right-of-use assets were measured at the same amount as the lease liabilities as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

Finance ROU assets are included in property, plant, equipment, net (see Note 11).

As of December 31, 2022 and

2021, we recorded operating right-of-use assets of $ 1,880,056 and $ 663,291 , operating lease obligations of $ 1,929,474 and $ 721,878 , and

finance lease obligations of $ 3,262,860 and none .

Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

If the expected future cash flow from the use of the asset and its eventual disposition

is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset.

March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic.

to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions

and volatility in the global financial markets.

states and many countries have issued policies intended to stop or slow the

further spread of the disease.

The Company’s 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 for site refurbishments.

Company’s Utah operations were temporarily suspended from March through May 2020, but have since resumed in full in its manufacturing

of its RPCs, and infrastructure preparations.

Currently the operations at the Company’s Vernal plant are limited due to recent,

supply and personnel limitations.

The Company is not currently producing product toward our off-take agreement due to these

recent developments.

The Company continues to assess the impact of these limitations, including the impact on our ancillary agreements.

Ancillary to our Vernal, Utah operations, the Company 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.

As of December 31, 2022 we continued to

pursue a test facility or third party reactor for our nano catalyst technology that facilitates chemical manufacturing, with a focus

on the production of ammonia .

The Company received recent quotes for testing or building

our own test facilities with new partners for this venture with estimates of cost being over $4 million.

The Company does not anticipate

pursing this cost of testing at this time.

After taking into consideration this new information, we noted that the newly requested capital

expenditure to test and scale the business triggered an impairment loss of assets related to our ammonia synthesis assets of $3,254,999.

We have previously extracted and sold precious metals using our extraction

machinery and held extracted precious metals from those operations of the machinery for monetization.

The operations surrounding our precious

metals extraction services were temporarily 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.

impairment charges were incurred during the year ended December 31, 2021.

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.

and equipment, net

and equipment are stated at cost or fair value when acquired.

Depreciation is computed by the straight-line method and is charged to

the statement of operations over the estimated useful lives of the assets.

Leasehold improvements are depreciated over the shorter of

the estimated useful lives of the assets or the term of the related lease.

Impairment losses are recognized for long-lived assets, including

definite-lived intangibles, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to

be generated by those assets are not sufficient to recover the assets’ carrying amount.

Impairment losses are measured by comparing

the fair value of the assets to their carrying amount.

on long-term debt for the development or manufacturing of Company assets is capitalized to the asset until the asset enters production

or use, and thereafter all interest is charged to expense as incurred.

Maintenance and repairs are charged to expense as incurred.

Leasehold improvements are depreciated over

the shorter of the estimated useful lives of the assets or the term of the related lease.

The carrying amount and accumulated depreciation

of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results

of operations.

improvements are depreciated over the shorter of the estimated useful lives of the assets or the term of the related lease.

carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any

resulting gain or loss is included in results of operations.

The estimated useful lives of property and equipment are as follows:

Schedule of useful lives for property plant

and equipment

Schedule of useful lives for property plant and equipment

Computers, software, and office equipment

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Furniture and fixtures

Precious metal extraction machinery (heavy extraction equipment)

crude oil gathering, storage, and transportation facilities

Remediation Processing Centers (heavy extraction and remediation equipment) (“RPC”)

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Lesser of the lease term or estimated useful life

Equipment that is currently being manufactured

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

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

carrying amount.

We assess our intangible assets in accordance

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”).

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

are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers):

(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

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 to be no impairment for the years ended December 31, 2021 and 2020.

Share-Based Compensation

Share-based compensation is accounted for based

on the requirements of ASC 718, “Compensation-Stock Compensation’ (“ASC 718”) which requires recognition in the

financial statements of the cost of employee, consultant, or director services received in exchange for an award of equity instruments

over the period the employee, consultant, or director is required to perform the services in exchange for the award (presumptively, the

vesting period).

ASC 718 also requires measurement of the cost of employee, consultant, or director services received in exchange for

an award based on the grant-date fair value of the award.

Deferred income taxes are provided on the asset

and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax

credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences

between the reported amounts of assets and liabilities and their tax bases.

Deferred income tax assets are reduced by a valuation allowance

when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be

Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Our annual effective tax rate is based on our

income and the tax laws in the various jurisdictions in which we operate.

Judgment is required in determining our annual tax expense and

in evaluating our tax positions.

We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time

we determine that the position becomes uncertain based upon one of the following conditions:

(1) the tax position is not "more likely

than not" to be sustained;

(2) the tax position is "more likely than not" to be sustained, but for a lesser amount;

(3) the tax position is "more likely than not" to be sustained, but not in the financial period in which the tax position was

originally taken.

For purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined

by the relevant taxing authority that has full knowledge of all relevant information;

(2) the technical merits of a tax position are derived

from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the

facts and circumstances of the tax position;

and (3) each tax position is evaluated without considerations of the possibility of offset

or aggregation with other tax positions taken.

We adjust these reserves, including any impact on the related interest and penalties, in

light of changing facts and circumstances, such as the progress of a tax audit.

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

Assets and Goodwill:

account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC

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

assets acquired.

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.

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.

assess our intangible assets in accordance 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”).

As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment

indicators or triggers):

(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.

adverse change in legal factors or in the 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 an impairment

loss in the following areas:

Currently the operations at the Company’s Vernal plant are limited due to recent, temporary supply

and personnel limitations.

The Company is not currently producing product toward our off-take agreement due to these recent developments.

Ancillary to our Vernal, Utah operations, the Company has 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.

As of December 31,

2022 we continued to pursue a test facility or third party reactor for our nano catalyst technology that facilitates chemical manufacturing,

with a focus on the production of ammonia .

The Company received recent quotes for testing

or building our own test facilities with new partners for this venture.

After taking into consideration this new information, we noted

that the newly requested capital expenditure to test and scale the business triggered an impairment loss of assets related to our ammonia

synthesis assets (including it’s patents) of $3,254,999.

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.

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:

1) 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.

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.

No goodwill impairment

loss was incurred during the year ended December 31, 2022.

Retirement Obligations

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 the year ended December 31, 2022.

compensation is accounted for based on the requirements of ASC 718, “Compensation-Stock Compensation’ (“ASC 718”)

which requires recognition in the financial statements of the cost of employee, consultant, or director services received in exchange

for an award of equity instruments over the period the employee, consultant, or director is required to perform the services in exchange

for the award (presumptively, the vesting period).

ASC 718 also requires measurement of the cost of employee, consultant, or director

services received in exchange for an award based on the grant-date fair value of the award.

income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary

differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred income

tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all

of the deferred income tax assets will not be realized.

Deferred income tax assets and liabilities are adjusted for the effects of changes

in tax laws and rates on the date of enactment.

annual effective tax rate is based on our income and the tax laws in the various jurisdictions in which we operate.

Judgment is required

in determining our annual tax expense and in evaluating our tax positions.

We establish reserves to remove some or all of the tax benefit

of any of our tax positions at the time we determine that the position becomes uncertain based upon one of the following conditions:

(1) the tax position is not “more likely than not” to be sustained;

(2) the tax position is “more likely than not”

to be sustained, but for a lesser amount;

or (3) the tax position is “more likely than not” to be sustained, but not in the

financial period in which the tax position was originally taken.

For purposes of evaluating whether or not a tax position is uncertain,

(1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information;

(2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations,

rulings and case law and their applicability to the facts and circumstances of the tax position;

and (3) each tax position is evaluated

without considerations of the possibility of offset or aggregation with other tax positions taken.

We adjust these reserves, including

any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit.

See Note 22 for further information on income tax.

Revenue Recognition

We follow Accounting Standards Codification 606,

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

For the year ended December 31, 2021 and 2020, approximately 99 % and 96 %

of our sales consist of the sale of precious metals with a commitment to deliver precious metals to the customer, and revenue

is recognized on the settlement date, which is defined as the date on which:

(1) the quantity, price, and specific items being purchased

have been established, (2) metals have been shipped to the customer, and (3) payment has been received or is covered by the customer’s

established credit limit with the Company.

The revenue standard contains a five-step approach that

entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s)

follow Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”).

The revenue standard contains a five-step approach

that entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s)

with a customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv)

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is satisfied.

The new standard requires a number of disclosures intended to enable users of financial statements to understand the nature,

The standard requires a number of disclosures intended to enable users of financial statements to understand the nature,

amount, timing and uncertainty of revenue, and the related cash flows.

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or fulfill a contract.

In order to ensure the revenue recognition in

the proper period, we review material sales contracts for proper cut-off based upon the business practices and legal requirements of each

Our performance obligation generally consists

of the promise to sell products or complete services to our customers.

Control of the products is transferred upon shipment to our customers'

locations, as determined by the specific terms of the contract.

Upon transfer of control to the customer, which completes our performance

obligation, revenue is recognized.

Services are completed upon the terms of each contract, specifically in regard to remediation, when

the tonnage of contaminated soil is completed and tested our performance obligation is completed and revenue is recognized.

After completion

of our performance obligation, we have an unconditional right to consideration as outlined in the contract.

Historically, we have not

accepted returns so there are no sales allowances.

Due to the nature of the product we do accept returns.

Our receivables will generally

be collected in less than nine months, in accordance with the underlying payment terms.

Advertising Expense

Due to the business combination

in which we acquired Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, for the year ended December 31, 2022, our sales

consist of storage services and the sale of crude oil or like products.

For the year ended December 31, 2022, disaggregated revenue by customer type was as follows:

$ 21,409,300 in crude oil sales and $ 5,890,910 in product related to natural gas liquids sales.

We recognize revenue when we transfer promised goods or services

to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

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.

the year ended December 31, 2021, approximately 99% of our sales consisted of the sale of precious metals with a commitment to deliver

precious metals to the customer, and revenue is recognized on the settlement date, which is defined as the date on which:

(1) the quantity,

price, and specific items being purchased have been established, (2) metals have been shipped to the customer, and (3) payment has been

received or is covered by the customer’s established credit limit with the Company.

order to ensure the revenue recognition in the proper period, we review material sales contracts for proper cut-off based upon the business

practices and legal requirements of each country.

Related Party Revenues

We sell sale of crude oil or like products and provide storage services

to related parties under long-term contracts.

We acquired these contracts in our August 1, 2022 acquisition of Silver Fuels Delhi, LLC

and White Claw Colorado City, LLC.

These contracts were entered into in the normal course of our business.

Our revenue from related parties

for 2022 was $ 6,649,073 .

Customers and Concentration of Credit Risk

Company has two major customers, which account for approximately 100 % of the balance of accounts receivable as of December 31, 2022

and 99 % of the Company’s revenues for the year ended December 31, 2022.

Additionally, the Company operates in the crude oil

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.

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.

costs are expensed as incurred.

The Company did not incur advertising expense for the years ended December 31, 2022 and 2021.

Recent Accounting Pronouncements

Under the Jumpstart Our Business Startups Act,

or the JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt-out of the extended

transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-

emerging growth companies.

In June 2016, the Financial Accounting Standards

Board issued Accounting Standards Update 2016-13, or ASU 2016-13.

ASU 2016-13 significantly changed how entities measured credit losses

for most financial assets and certain other instruments that are not measured at fair value through net income.

ASU 2016-13 replaced the

incurred loss model under previous guidance with a current expected credit loss, or CECL.

ASU 2016-13 was effective for fiscal years

beginning after December 15, 2019.

The Company is anticipated to enter into scaled revenue producing activities in 2022 which

will generate accounts receivable which may require an evaluation of potential credit losses under the CECL standard.

In December 2019, the Financial Accounting Standards

Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes ,

which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during

the quarters and the recognition of deferred tax liabilities for outside basis differences.

This guidance also simplifies aspects of the

accounting for franchise taxes and changes in tax laws or rates, as well as clarifies the accounting for transactions that result in a

step-up in the tax basis of goodwill.

ASU 2019-12 became effective for the Company beginning January 1, 2021.

2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06

Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which improves Convertible

Accounting Pronouncements

the Jumpstart Our Business Startups Act, or the JOBS Act, we meet the definition of an “emerging growth company.” We have

irrevocably elected to opt-out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b)

of the JOBS Act.

As a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non- emerging growth companies.

December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2019-12, Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the approach for intraperiod

tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside

basis differences.

This guidance also simplifies aspects of the accounting for franchise taxes and changes in tax laws or rates, as well

as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

ASU 2019-12 became effective for

the Company beginning January 1, 2021.

August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 Debt—Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity, which improves Convertible

Instruments and Contracts in an Entity’s Own Equity and is expected to improve financial reporting associated with accounting for

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certain areas.

In May 2021, the Financial Accounting Standards

Board ("FASB") issued Accounting Standards Update ("ASU") 2021-04 Earnings Per Share (Topic 260), Debt— Modifications

and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts

in Entity’s Own Equity (Subtopic 815-40), provides a “principles-based framework to determine whether an issuer should

recognize the modification or exchange as an adjustment to equity or an expense.”

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 December 31,

2021 and 2020 include the following:

convertible notes payable convertible into approximately 192,834 and 35,765 shares of common

stock, convertible Series A preferred stock convertible into none and 666,667 shares of common stock (in the event of a public

offering of the Company’s common stock this will convert to 833,333 shares), convertible Series B preferred stock convertible

into approximately none and 216,916 shares of common stock, convertible Series B-1 preferred stock convertible into approximately

none and 467,728 shares of common stock, convertible Series C-1 preferred stock convertible into approximately none and 255,290

shares of common stock, stock options granted to employees of 183,333 and 16,667 shares of common stock.

Stock options granted to

Board members or consultants of 466,667 shares of common stock were granted as of December 31, 2021.

Use of Estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions

that affect the amounts reported in the consolidated financial statements and accompanying notes.

We believe our critical accounting estimates

relate to the following:

Recoverability of current and noncurrent Assets, revenue recognition, stock-based compensation, income taxes,

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.

While our estimates and assumptions are based

on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates

and assumptions.

Fair Value of Financial Instruments

The Company follows Accounting Standards Codification

(“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured

at fair value on a recurring basis.

ASC 820 establishes a common definition for fair value to be applied to existing generally accepted

accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands

disclosure about such fair value measurements.

The adoption of ASC 820 did not have an impact on the Company’s financial position

or operating results but did expand certain disclosures.

ASC 820 defines fair value as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of

unobservable inputs.

May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04

Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation

(Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), provides a “principles-based

framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense.” These amendments are effective for fiscal years beginning after December 15, 2021.

The Company has adopted this pronouncement and it has not materially impacted our consolidated financial statements.

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

The Company has early adopted this pronouncement and it has not materially impacted our consolidated financial statements.

Income/Loss Per Share

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.

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 December 31, 2022 and 2021 include the following:

convertible notes payable convertible into approximately 14,560 and 192,834

shares of common stock, stock options granted to employees of 1,421,760 and 183,333 shares of common stock, stock options granted to

Board members or consultants of 395,139 and 466,667 shares of common stock.

The Company also has a warrant outstanding to purchase 80,000

shares of common stock as of December 31, 2022.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and

accompanying notes.

We believe our critical accounting estimates relate to the following:

Recoverability of current and noncurrent assets,

revenue recognition, stock-based compensation, income taxes, effective interest rates related to long-term debt, marketable securities,

cost basis investments, lease assets and liabilities, valuation of stock used to acquire

assets, derivatives, and fair values of the intangible assets and goodwill related to business combinations.

our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results

may ultimately differ from these estimates and assumptions.

Value of Financial Instruments

Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC

820”), for assets and liabilities measured at fair value on a recurring basis.

ASC 820 establishes a common definition for fair

value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes

a framework for measuring fair value, and expands disclosure about such fair value measurements.

The adoption of ASC 820 did not have

an impact on the Company’s financial position or operating results but did expand certain disclosures.

820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

Additionally, ASC 820 requires the use of valuation techniques that maximize the

use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Applies to assets or liabilities for

which there are quoted prices in active markets for identical assets or liabilities.

Applies to assets or liabilities for

which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets

or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent

transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can be derived principally

from, or corroborated by, observable market data.

Applies to assets or liabilities for

which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets

or liabilities.

The Company analyzes all financial instruments

with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard

for such instruments.

Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level

of input that is significant to the fair value measurement.

The carrying amounts reported in the consolidated balance sheets for marketable

securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets.

The carrying amounts

reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses

approximate their estimated fair market values based on the short-term maturity of these instruments.

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

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability

such as quoted prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets

with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are

observable or can be derived principally from, or corroborated by, observable market data.

Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the

measurement of the fair value of the assets or liabilities.

Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s

(“FASB”) accounting standard for such instruments.

Under this standard, financial assets and liabilities are classified in

their entirety based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts reported in

the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical

assets in active markets.

The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current

assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these

The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective

maturity dates or durations.

Business Combination

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.

price for the Membership Interests was 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 .

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 recognized identified assets acquired and liabilities assumed

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)

Property, plant and equipment, net

Contract-based intangible assets

Total assets acquired

Liabilities assumed in business combination

Current liabilities

$ ( 7,489,639 )

Long term liabilities

( 2,736,795 )

Total liabilities acquired

$ ( 10,226,434 )

Total net assets acquired

value of goodwill represents SFD and WCCC’s ability to generate profitable operations going forward.

Management engaged a valuation expert who performed a valuation

study to calculate the fair value of the acquired assets and goodwill.

The acquired contracts are amortized over their 9 year,

5 month life of the contracts.

combination related costs were expensed as incurred and consisted of various advisory, legal, accounting, valuation and other professional

fees of $174,592 for the year ended December 31, 2022.

These costs are included in general and administrative expense in our

consolidated statement of operations.

the date of acquisition on August 1, 2022 through December 31, 2022 $ 28,058,374 of sales in aggregate is attributed to SFD

The unaudited financial information in the table below summarizes the combined results of operations of the Company, SFD, and

WCCC for the years ended December 31, 2022 and 2021, on a pro forma basis, as though the companies had been combined as of January 1,

The pro forma earnings for the years ended December 31, 2022 and 2021, were adjusted to include intangible amortization expense

of contracts acquired of $ 2,027,832 , respectively.

The pro forma earnings for the years ended December 31, 2022 and 2021, were adjusted

to include interest expense on notes payable that were issued as consideration of $ 1,152,842 and $ 1,773,603 , respectively.

The $ 174,592

of acquisition-related expenses were excluded from the year ended December 31, 2022, and included in the year ended December 31,

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

Total net sales

Loss from operations

Net loss (attributable to Vivakor, Inc.)

Basic and diluted loss per share

Weighted average shares outstanding

Accounts receivable

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 basis.

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 December 31, 2022 and 2021 an allowance for doubtful accounts

of none and $ 33,000 was deemed necessary.

Trade accounts receivable are zero interest bearing.

Trade accounts receivable of $ 948,352

are with a vendor of which our CEO is a beneficiary.

Prepaid Expenses and Other Assets

As of December 31, 2021 and 2020, our other assets

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

As of December

31, 2021 and 2020 we had deposits in the amount of $ 73,245 and $ 87,052 .

The Company entered into an Option Agreement in

July 2019 for the exclusive right to purchase certain real property commonly known as Asphalt Ridge.

The right to purchase the land was

purchased for $ 200,000 , which would be applied as a payment on the land if the option is exercised to purchase the land.

The Company amortized

the prepaid over the life of the agreement, 12 months, and the option was completed amortized as of December 31, 2020.

For the year ended

December 31, 2020 amortization expense was $ 117,891 .

In March 2022, the Company entered into a long term five year lease, with an extension

for an additional five year term, in order to operate on the land.

of December 31, 2022 and 2021, we other assets of $ 700,298 and $ 73,245 .

Our other assets consist of various deposits with vendors, professional service agents, or security

deposits on office and warehouse leases, including operating lease deposits in the amount of $ 132,688 and $ 47,388 as of December 31, 2022 and 2021, a deposit for a reclamation bond with the Utah Division of Oil, Gas and Mining in the amount

of $ 14,288 as of December 31, 2022 and 2021, and finance lease deposits of $ 553,322 as of December 31, 2022, which will be returned at the end of the finance

leases after we have complied with the terms of the lease (see Note 17).

As of December 31, 2022, our prepaid expenses

of $ 31,523 mainly consists of prepaid insurances.

Marketable Securities

Investments in marketable securities consist of

equity securities recorded at fair value.

Fair value is defined as the price that would be received to sell an asset in an orderly transaction

between market participants at the measurement date.

We analyze our marketable securities in accordance with Accounting Standard Codification

321 (“ASC 32”).

Valuations for marketable securities are based on quoted prices for identical assets in active markets.

marketable securities were found not be part of an actively traded market, we made a measurement alternative election and estimate the

fair value at cost of the investment minus impairment.

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

shares of common stock in Odyssey Group International, Inc.

in marketable securities consist of equity securities recorded at fair value.

Fair value is defined as the price that would be received

to sell an asset in an orderly transaction between market participants at the measurement date.

We analyze our marketable securities

in accordance with Accounting Standard Codification 321 (“ASC 321”).

Valuations for marketable securities are based on quoted

prices for identical assets in active markets.

Where marketable securities were found not be part of an actively traded market, we made

a measurement alternative election and estimate the fair value at cost of the investment minus impairment.

December 2021 we sold 3,309,758 shares of common stock of Odyssey Group International, 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 (see Note 8), 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 gain of $ 203,540

and an unrealized loss of $ 56,198

on these marketable securities for the years ended December 31, 2020.

As of December 31, 2020 our Odyssey marketable securities

were valued at $ 656,951 .

In 2019 the Company had an investment of

or 800,000,000

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

OTC Markets 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 (see Note 10), reflecting the market price at that time.

The Company recorded an unrealized gain

of $ 203,540 on these marketable securities for the year ended December 31, 2021.

Company owns 826,376,882 shares of common stock of 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 years ended December 31, 2021 and 2020.

In August 2021 we converted $ 81,768

of our note receivable with Scepter into 26,376,882

BRZL, OTC Markets., for a

diluted 17% equity holding in the company.

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 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 $ 1,297,594

and and an unrealized gain of $ 2,670,536

for the years ended December 31, 2021 and 2020.

As of December 31, 2021 and 2020, the Company’s Chief Executive Officer has an

immediate family member who sits on the board of directors of Scepter Holdings, Inc.

As of December 31, 2021 and 2020 our Scepter

marketable securities were valued at $ 2,231,218

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.

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 $ 578,464 and $ 1,297,594 for the years ended December 31, 2022 and 2021.

The Company’s previous Chief Executive Officer, who resigned on October 6, 2022, had an immediate family member who sits on

the board of directors of Scepter Holdings, Inc.

As of December 31, 2022 and 2021 our marketable securities were valued at $ 1,652,754

and $ 2,231,218 .

As of December 31, 2021 and 2020, marketable securities

were $ 2,231,218 and $ 4,016,951 .

For the years ended December 31, 2021 and 2020, the Company recorded a total unrealized loss of $ 1,094,054

and an unrealized gain of $ 2,614,338 on marketable securities in the statement of operations..

As of December 31, 2020, inventories consist

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

The tar-sand stockpiles

consist of 400,000 tons of tar sand stockpile and are anticipated to be used as test material for our extraction remediation units.

The stockpiles were acquired at a cost of approximately $0.83 per ton or $ 333,744 .

As of December 31, 2021, the parties agreed to have the $333,744 paid for the tar-sand stockpile returned to the Company, and the

amount has been reclassed to notes receivable (see Note 8).

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

and were acquired at cost for $ 192,000 .

of December 31, 2022 and 2021, marketable securities were $ 1,652,754 and

$ 2,231,218 .

For the years ended December 31, 2022 and 2021, the Company recorded a total net unrealized loss of $ 578,464

and $ 1,094,054

on marketable securities in the statement of operations.

of December 31, 2022, inventories consist of crude oil.

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

As of December 31, 2022 an impairment loss of $ 192,000 related to the Fenix Iron was realized.

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).

Precious Metal Concentrate

Precious metal concentrate includes metal concentrates

located at the Company’s facilities.

Concentrates consist of gold, silver, platinum, palladium, and rhodium.

The nano Fenix Iron are finished goods that have a 20-year

shelf life and were acquired at cost for $ 192,000 .

Inventories are valued at the lower of cost or market (net realizable value).

Precious Metal Concentrate

was acquired from our funding agreements for extraction operations with Vivaventures Precious Metals LLC from 2013 through 2016.

metal concentrate requires further refining to be sold as a finished product and is valued at the lower of cost or market (net realizable

As of December 31, 2021 and 2020, the Company

carried a refining reserve of $ 1,166,709 against its

precious metal concentrate asset based on estimates that the Company received if it were to sell the precious metal concentrate in its

current concentrated form to processing refineries.

The Company intends to sell our precious metal concentrate in its current state or

refine it into dore bars for sale or monetization and investment purposes.

In July 2020, the Company entered into an agreement with International

Metals Exchange, LLC (“IME”, a related party) giving IME the option to purchase approximately 1,331 ounces of our precious

metal concentrate for approximately $2,800,000.

The option agreement expired on December 31, 2020.

For the year ended December 31, 2020,

the Company sold $ 54,250

of the precious metal concentrate through this option.

As of December 31, 2021 and 2020 the net realizable

value of our precious metal concentrate is $ 1,166,709 .

metal concentrate includes metal concentrates located at the Company’s facilities.

Concentrates consist of gold, silver, platinum,

palladium, and rhodium.

Precious metal concentrate was acquired from our funding agreements for extraction operations with Vivaventures

Precious Metals LLC from 2013 through 2016.

Our precious metal concentrate requires further refining to be sold as a finished product

and is valued at the lower of cost or market (net realizable value).

of December 31, 2021, the Company carried a refining reserve of $ 1,166,709

against its precious metal concentrate asset based on estimates that the Company received if it were to sell the precious metal

concentrate in its current concentrated form to processing refineries.

The Company intends to sell our precious metal concentrate in

its current state or refine it into dore bars for sale or monetization and investment purposes.

As of December 31, 2021 the net

realizable value of our precious metal concentrate was $ 1,166,709 .

The operations surrounding our precious metals were temporarily suspended until recently.

Due to these suspended activities, and a shift in 2022 of the Company’s focus to the oil and gas industry, we have

not been able to sell our precious metals in their concentrate form as anticipated, and have reserved the remaining $ 1,166,709

surrounding our precious metal concentrate for the year ended December 31, 2022.

Notes Receivable

Notes receivable are carried at the receivable

amount less an estimated reserve for troubled accounts.

Management determines the reserve for troubled accounts by analyzing notes receivable

for non-performance, including the payment history of the notes receivable.

Notes receivable consist of the following:

Schedule Of notes receivable

Scepter Holdings, Inc.

note receivable (a)

PLC International Investments, Inc.

TMC Capital, LLC (c)

PLC International Investments,

Total Notes Receivable

______________________

Master Revolving Note with Scepter Holdings, Inc.

BRZL, OTC Markets), which the Company entered into in January 2019 to lend

up to $70,000 to the holder.

The note accrues interest at a rate of 7% per annum and accrues monthly on the outstanding principal.

August 2021 we converted the 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.

In December 2021 we sold such 3,309,578 shares of Odyssey common stock 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 Company entered into an Ore Supply Agreement in December 2016 with TMC Capital, LLC, an affiliate of MCW Energy Group Limited, in

which the Company had the option to purchase 400,000 tons of oil sands from the supplier.

The Company paid the supplier $333,744 at the

commencement of the agreement.

The parties amended the agreement in December 2021 to return the $333,744 on or before October 1, 2022.

In December 2021

we sold such 3,309,578 shares of Odyssey common stock 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.

As of December 31,

2022 we have reserved against the note in the amount of $828,263.

has a $333,744 note receivable with TMC Capital, LLC, an affiliate of MCW Energy Group Limited.

The parties amended the agreement

in December 2021 to have the note paid on or before October 1, 2022.

As of December 31, 2022 we have reserved against

the note in the amount of $333,744.

Property and Equipment

The following table sets forth the components

of the Company’s property and equipment at December 31, 2021 and 2020:

Schedule of property and equipment,

December 31, 2021

following table sets forth the components of the Company’s property and equipment at December 31, 2022 and 2021:

Schedule of property and equipment, net

Carrying Amount

Depreciation/Amortization

Carrying Amount

lease- Right of use assets

metal extraction machine- 1 ton

metal extraction machine- 10 ton

Plant Facilities

Nanosponge/Cavitation

Processing Unit 1

Processing Unit 2

Processing Unit System A

Processing Unit System B

the year ended December 31, 2021 the Company paid $ 64,950 with 5,413 shares of Series C-1 Preferred Stock for equipment, which has

been valued based on similar cash purchases of the Series C-1 Preferred Stock at approximately $12.00 per share.

For the years ended

December 31, 2022 and 2021 depreciation expense was $ 638,073 and $ 11,561 .

For the years ended December 31, 2022 and 2021 capitalized

interest to equipment from debt financing was none and $ 1,614,697 .

Equipment that is currently being manufactured is considered construction

in process and is not depreciated until the equipment is placed into service.

Equipment that is temporarily not in service is not depreciated

until placed into service.

The operations surrounding our precious metals

extraction services were temporarily 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 $6,269,998 surrounding the extraction machinery for the year

ended December 31, 2022.

As of December 31, 2022 we continued to pursue

a test facility or third party reactor for our nano catalyst technology that facilitates chemical manufacturing, with a focus on the

production of ammonia, which includes our bioreactor equipment .

The Company received recent

quotes for testing or building our own test facilities with new partners for this venture.

After taking into consideration this new information,

we noted that the newly requested capital expenditure to test and scale the business triggered an impairment loss of assets related to

our ammonia synthesis assets, including our bioreactors.

The impairment loss related to our bioreactors was $1,440,000 for the year ended

December 31, 2022.

Gross Carrying Amount

Accumulated Depreciation

Net Book Value

Gross Carrying Amount

Accumulated Depreciation

Net Book Value

Office furniture and equipment

Precious metal extraction machine- 1 ton

Precious metal extraction machine- 10 ton

Construction in process:

Nanosponge/Cavitation device

Remediation Processing Unit 1

Remediation Processing Unit 2

Remediation Processing Unit System A

Remediation Processing Unit System B

Total fixed assets

For the year ended December 31, 2021 the Company

paid $ 64,950 with 5,413 shares of Series C-1 Preferred Stock for equipment, which has been valued based on similar cash purchases of the

Series C-1 Preferred Stock at approximately $12.00 per share.

For the years ended December 31, 2021 and 2020 depreciation expense was

$ 11,561 and $ 11,508 .

For the years ended December 31, 2021 and 2020 capitalized interest to equipment from debt financing was $ 1,215,743

and $ 1,025,852 .

Equipment that is currently being manufactured is considered construction in process and is not depreciated until the

equipment is placed into service.

Equipment that is temporarily not in service is not depreciated until placed into service.

License Agreements

On August 17, 2017, the Company purchased rights

to an exclusive license for the applications and implementations involving the Nanosponge Technology and to use and develop the Nanosponge

as we see fit at our sole discretion.

The Nanosponge contribution in the Company’s processes is to facilitate a cracking process

whereby remediated or extracted oil may be further refined from a crude product to a diesel fuel.

The license was valued at $ 2,416,572

and is amortized over its useful life of 20 years.

As of December 31, 2021 and 2020 the accumulated amortization of the license was $ 523,591

and $ 402,762 .

For the years ended December 31, 2021 and 2020 amortization expense of the license was $ 120,829 .

Amortization expense for

the years 2022 through 2026 is $ 120,829 in each respective year.

As of December 31, 2021 and 2020 the net value of the license is $ 1,892,981

and $ 2,013,810 .

20, 2021, the Company entered into a worldwide, exclusive license agreement with TBT Group, Inc.

(of which an independent Vivakor Board

member is a 7% shareholder) to license piezo electric and energy harvesting technologies for creating self-powered sensors for making

smart roadways.

The Company is required to pay $25,000 and 16,667 shares of restricted common stock upon signing.

No later than

March 4, 2022, the Company will pay licensor an additional $ 225,000 .

When the licensor delivers to the Company data showing that the sensor

performs based on mutually defined specifications and all designs for the sensor are completed, Company shall pay an additional $250,000

and 16,667 shares of restricted common stock.

Upon the delivery of a mutually agreed working prototype, Company will pay licensor $250,000

and 16,667 shares of restricted common stock.

Upon commercialization of the product, the Company will pay licensor $250,000 and 33,333

shares of restricted common stock.

TBT shall have the option, at its sole discretion, to convert the license to a non-exclusive license

if the Company fails to pay $500,000 to TBT for sensor inventory per year, which will commence after the second anniversary of product

commercialization.

The Company shall share in the development costs of the sensor technology to the time of commercialization.

attributed to the Company are estimated to be $125,000.

The Company amended the agreement multiple times in 2021 to extend the terms of

the first milestone payment of $225,000 payment to the licensor, and further amended the agreement in March 2022 to finally extend the

payment to be no later than March 4, 2022.

The Company paid consideration of $15,000 for these amended extensions.

As of December 31, 2021, the license is valued

at $ 490,000 (or each of the initial required payments in milestone one and a $15,000 additional payment) and is amortized over its useful

life of 20 years.

As of December 31, 2021 the Company believes that the remaining milestones timelines are undetermined.

As of December

31, 2021, the accumulated amortization of the license was $ 12,146 .

For the year ended December 31, 2021 amortization expense of the license

was $ 12,146 .

Amortization expense for the years 2022 through 2026 is $ 13,250 in each respective year.

As of December 31, 2021 the net

value of the license is $ 477,854 .

Intellectual Property, Net

The Company entered into a Contribution Agreement

dated January 5, 2015, where proprietary information and intellectual property related to certain petroleum extraction technology (also

known as hydrocarbon extraction technology) suitable to extract petroleum (or hydrocarbons) from tar sands and other sand-based ore bodies,

and all related concepts and conceptualizations thereof (the “Extraction Technology”) was contributed to VivaVentures Energy

Group, Inc., a 99% majority-owned subsidiary of Vivakor, and was assessed a fair market value of $ 16,385,157 , which consists of the consideration

of $11,800,000 and the Company assuming a deferred tax liability in the amount of $4,585,157.

All ownership in the Extraction Technology

(including all future enhancements, improvements, modifications, supplements, or additions to the Extraction Technology) was assigned

to the Company and is currently being applied to the Company Remediation Processing Centers, which are the units that remediate material.

The Extraction Technology is amortized over a 20 -year life.

For the years ended December 31, 2021

and 2020 the amortization expense of the technology was $ 819,258 .

Amortization expense for the years 2022 through 2026 is $ 819,258

in each respective year.

As of December 31, 2021 and 2020 the net value of the Extraction Technology is $ 10,718,623 and $ 11,537,881 .

In 2019, the Company began the process of patenting

the Extraction Technology and all of its developments and additions since the acquisition, and we have filed a series of patents and

capitalized the costs of these patents.

As of December 31, 2021 and 2020, the capitalized costs of these patents are $ 113,430 and $ 100,064 .

The patents were placed in service in 2021 and are amortized over the patents’ useful life of twenty years.

the year ended December 31, 2021 the amortization expense of the patents was $ 5,560 .

Amortization expense for the years 2022 through

2026 is $ 5,672 in each respective year.

As of December 31, 2021 the net value of the patents is $ 107,870 .

The Company entered into an asset purchase agreement

dated September 5, 2017, where two patents (US patent number 7282167- Method and apparatus for forming

nano-particles and US patent number 9272920- System and method for ammonia synthesis )

were purchased and attributed a fair market value of $ 4,931,380 , which consists of the consideration of $3,887,982 and the Company assuming

a deferred tax liability in the amount of $1,043,398.

The patents grant the Company ownership of a nano catalyst technology that facilitates

chemical manufacturing, with a focus on the production of ammonia, specifically for the gas phase

condensation process used to create the iron catalyst.

The nano catalyst accelerators make

the Haber-Bosch process more efficient by increasing the active surface area of standard commercial iron catalysts, thereby lowering the

reaction temperature and pressure required for the Haber-Bosch process to occur.

As a result, less energy is needed to complete the reaction

and create ammonia.

The patents are amortized over their useful life of 10 years.

For the years ended December 31, 2021 and 2020 the amortization

expense of the patents was $ 369,854 .

August 17, 2017, the Company purchased rights to an exclusive license for the applications and implementations involving the Nanosponge

Technology and to use and develop the Nanosponge as we see fit at our sole discretion.

The Nanosponge contribution in the Company’s

processes is to facilitate a cracking process whereby remediated or extracted oil may be further refined from a crude product to a diesel

The license was valued at $ 2,416,572 and is amortized over its useful life of 20 years.

As of December 31, 2022 and 2021 the

accumulated amortization of the license was $ 644,419 and $ 523,591 .

For the years ended December 31, 2022 and 2021 amortization expense

of the license was $ 120,829 .

Amortization expense for the years 2023 through 2027 is $ 120,829 in each respective year.

As of December 31, 2021 and 2020 the net value of the patents was $ 2,835,544 and $ 3,328,682 .

The following table sets forth the components

of the Company’s intellectual property at December 31, 2021 2020:

As of December 31,

2022 and 2021 the net value of the license is $ 1,772,153 and $ 1,892,981 , respectively.

January 20, 2021, the Company entered into a worldwide, exclusive license agreement with TBT Group, Inc.

independent Vivakor Board member is a 7% shareholder) to license piezo electric and energy harvesting technologies for creating

self-powered sensors for making smart roadways.

The Company paid $25,000 and 16,667 shares of restricted common stock upon signing.

On March 4, 2022, the Company paid licensor an additional $225,000.

When the licensor delivers to the Company data

showing that the sensor performs based on mutually defined specifications and all designs for the sensor are completed, Company

shall pay an additional $250,000 and 16,667 shares of restricted common stock.

Upon the delivery of a mutually agreed working

prototype, Company will pay licensor $250,000 and 16,667 shares of restricted common stock.

Upon commercialization of the product,

the Company will pay licensor $250,000 and 33,333 shares of restricted common stock.

TBT shall have the option, at its sole

discretion, to convert the license to a non-exclusive license if the Company fails to pay $500,000 to TBT for sensor inventory per

year, which will commence after the second anniversary of product commercialization.

The Company shall share in the development

costs of the sensor technology to the time of commercialization.

The Company amended the agreement multiple times in 2021 to extend the terms of the first milestone payment of $ 225,000 payment

to the licensor, and further amended the agreement in March 2022 to finally extend the payment to be no later than

March 4, 2022.

The Company paid consideration of $15,000 for these amended extensions.

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.

Ancillary to our Vernal, Utah operations, is our exclusive license agreement

with TBT Group, Inc., For the year ended December 31, 2022 we realized an impairment loss of $ 447,124 on

this license agreement due to the current disruptions at the Vernal, Utah facility.

The Company is in the process of analyzing data

received for this product.

Intellectual Property, Net and Goodwill

following table sets forth the components of the Company’s intellectual property at December 31, 2022 and 2021:

Schedule Of Intellectual Property

1 unchanged sentence

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

changes in the carrying amount of goodwill are as follows:

Schedule of goodwill

January 1, 2021

December 31, 2022

There is no goodwill

as of December 31, 2021.

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.

price for the Membership Interests is approximately $ 32.9 million, after post-closing adjustments.

the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC

Crude”), of which our CEO is a beneficiary.

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.

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,

hired a valuation expert who performed a valuation study to calculate the fair value of the acquired assets, assumed liabilities and goodwill.

Based on the valuation

study, the fair values of goodwill and the acquired contracts (described above) were $ 12,678,108 and $ 19,095,420 on August 1, 2022.

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

The amortization expense of the acquired contracts was $ 844,930 from

the date of acquisition on August 1, 2022 through December 31, 2022, and amortization expense for the years 2023 through 2027

is $ 2,027,832 in each respective year.

As of December 31, 2022 the net carrying value of the acquired contracts is $ 18,250,490 .

Company entered into a Contribution Agreement dated January 5, 2015, where proprietary information and intellectual property related

to certain petroleum extraction technology (also known as hydrocarbon extraction technology) suitable to extract petroleum (or hydrocarbons)

from tar sands and other sand-based ore bodies, and all related concepts and conceptualizations thereof (the “Extraction Technology”)

was contributed to VivaVentures Energy Group, Inc., a 99% majority-owned subsidiary of Vivakor, and was assessed a fair market value

of $ 16,385,157 , which consists of the consideration of $11,800,000 and the Company assuming a deferred tax liability in the amount of

All ownership in the Extraction Technology (including all future enhancements, improvements, modifications, supplements,

or additions to the Extraction Technology) was assigned to the Company and is currently being applied to the Company Remediation Processing

Centers, which are the units that remediate material.

The Extraction Technology is amortized over a 20 -year life.

the years ended December 31, 2022 and 2021 the amortization expense of the technology was $ 819,258 .

Amortization expense

for the years 2023 through 2027 is $ 819,258 in each respective year.

As of December 31, 2022 and 2021 the net carrying value of the Extraction

Technology is $ 9,899,366 and $ 10,718,623 .

2019, the Company began the process of patenting the Extraction Technology and all of its developments and additions since the acquisition,

and we have filed a series of patents and capitalized the costs of these patents.

As of December 31, 2022 and 2021, the capitalized

costs of these patents are $ 113,430 .

The patents were placed in service in 2021 and are amortized over the patents’ useful life

of twenty years.

For the year ended December 31, 2022 and 2021 the amortization expense of

the patents was $ 6,672 and $ 5,560 .

Amortization expense for the years 2023 through 2027 is $ 5,672 in each respective year.

of December 31, 2022 and 2021 the net carrying value of the patents is $ 101,197 and $ 107,870 .

Company entered into an asset purchase agreement dated September 5, 2017, where two patents (US patent number 7282167- Method

and apparatus for forming nano-particles and US patent number 9272920- System and

method for ammonia synthesis ) were purchased and attributed a fair market value of $ 4,931,380 ,

which consists of the consideration of $3,887,982 and the Company assuming a deferred tax liability in the amount of $1,043,398.

patents grant the Company ownership of a nano catalyst technology that facilitates chemical manufacturing, with a focus on the

production of ammonia, specifically for the gas phase condensation process used to create the

iron catalyst.

As of December 31, 2022 we continued to pursue a test facility or third party reactor for our nano

catalyst technology .

The Company received recent quotes for testing or building our own

test facilities with new partners for this venture with estimates of cost being over $4 million.

After taking into consideration

this new information, we noted that the newly requested capital expenditure to test and scale the business triggered a net

impairment loss to fully impair the patents, and the deferred tax liability related to the patents was reduced, yielding a net

impairment loss of $1,622,998.

patents were being amortized over their useful life of 10 years before the impairment was triggered.

For the years ended December 31,

2022 and 2021 the amortization expense of the patents was $ 493,138 .

As of December 31, 2022 and 2021 the net carrying value of the patents

was none and $ 2,835,544 .

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist

of the following:

payable and accrued expenses consist of the following:

Schedule of accounts payable and accrued expenses

2 unchanged sentences

Accrued compensation

Unearned revenue

Accrued interest (various notes and loans payable

Accrued interest (working interest royalty programs)

Accrued tax penalties and interest

Accounts payable and accrued expenses

of December 31, 2022, our accounts payable are primarily made up of trade

payable for the purchase of for crude oil .

Trade accounts payables in the amount of $ 4,000,681

is with a vendor who our CEO is a beneficiary of.

$37,685 of accounts payable related to services rendered, which are not trade payables,

are with a vendor who our CEO is a beneficiary of.

$43,934 of accounts payable related to services rendered, which are not trade payables,

are with a vendor where our Chief Financial Officer sits on the board of the directors and is an officer.

of December 31, 2021 the Company accrued $ 225,000 for a milestone payment to be paid to TBT

(of which an independent Vivakor Board member is a 7% shareholder) related to our worldwide, exclusive license agreement

for the license of piezo electric and energy harvesting technologies for creating self-powered sensors for making smart roadways.

milestone payment was paid in March 2022.

In March 2023, the Compensation Committee reviewed the Company’s

2022 results, including, but not limited to, the progress of the Company’s historic business and certain acquisitions completed

by the Company, and approved discretionary bonuses, which have been accrued as of December 31, 2022, for the Chief Financial Officer,

and an acquisition consultant, in the amounts of $ 505,467 (included in accrued compensation) and $ 421,222 (included in accounts payable),

respectively.

Stock Payable

As of December 31, 2019, the Company had an outstanding

payable of $ 11,800,000 payable in common stock to Sustainable Fuels, Inc.

2019, the Company had an outstanding payable of $ 11,800,000

payable in common stock to Sustainable Fuels, Inc.

(“SFI”) for the Extraction Technology (See Note 13).

Before the Common Stock was issued, the owner of SFI died and the matters and affairs of his estate were passed to the executor of

We attempted to contact SFI and the executor of the estate multiple times to issue and send the common stock to the company

or appropriate successor of the estate to no avail.

As of December 31, 2021, the Company was able to make contact with the new owner of

SFI and has issued 20,000,000 shares of Common Stock to SFI per the terms of the agreement.

Common Stock was issued, the owner of SFI died and the matters and affairs of his estate were passed to the executor of his estate.

We attempted to contact SFI and the executor of the estate multiple times to issue and send the common stock to the company or

appropriate successor of the estate to no avail.

In 2021, the Company was able to make contact with the new owner of SFI and we issued 20,000,000

shares of Common Stock to SFI per the terms of the agreement.

Loans and Notes Payable

Loans and Notes payable (including accrued interest)

consist of the following:

and notes payable and their maturities consist of the following:

Schedule of loans and notes payable

Various promissory notes and convertible notes (a)

Various promissory notes

and convertible notes (a)

Novus Capital Group LLC Note (b)

5 unchanged sentences

JP Morgan Chase Bank (h)

Various Promissory Notes (i)

Jorgan Development, LLC (i)

Various variable

interest promissory notes (j)

Total Notes Payable

2 unchanged sentences

Loans and notes payable, long term

_____________

Schedule of maturities of loans and notes payable

From 2013 through 2018 the Company issued a series of promissory notes and convertible notes with various interest rates ranging up to

12% per annum.

The convertible notes convert at the holder’s option after 1 year of issuance and may be converted into shares of

common stock.

From 2013 through 2018

the Company issued a series of promissory notes and convertible notes with various interest rates ranging up to 12% per annum.

convertible notes convert at the holder’s option after 1 year of issuance and may be converted into shares of common stock.

The conversion price is generally equal to the specified per share conversion rate as noted in the note agreements.

On September 5, 2017, the Company acquired patents in the amount of $4,931,380 in which the Company also agreed to assume the encumbering

debt on asset in the amount of $334,775 due in December 2019 with no interest accruing until 2020 and a deferred tax liability of $1,043,398.

As of January 1, 2020 the note was amended to accrue interest at 7% per annum commencing January 1, 2020 through July 1, 2020, and 10%

per annum commencing July 2, 2020 and thereafter.

In November 2021, the lender agreed to extend the maturity of the note to April 1,

Subsequent to December 31, 2021 the lender agreed to extend the maturity of the note to April 1, 2023 with an approximate monthly

payment of $29,432.

The balance of this note is due to a related party, a company owned the

51% owner of Vivakor Middle East LLC.

The loan was granted to Vivakor Middle East LLC by the majority owner for operational use with only

the agreement of repayment from the net proceeds of such entity’s operations once it commences scaled up operations.

accrues on the loans, and no specific maturity date had been agreed upon.

On March 10, 2021, the Company entered into a master revolving

note with Triple T Trading Company LLC to set forth the relationship of the parties to retain the previous terms of the note payable to

Triple T Trading Company LLC, to include a note maturity of March 10, 2023, and maximum lending amount of 1,481,482 QAR or approximately

$400,000, valued at an exchange rate of approximately $0.27 per QAR on March 10, 2021.

In May 2019, the Company purchased a vehicle for $36,432 and financed $34,932 over six years with an interest rate of 6.24% per annum.

Monthly payments of $485 are required and commenced in July 2019.

In 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

In 2017, the Company acquired

assets, including patents, in the amount of $4,931,380 in which the Company also agreed to assume the encumbering debt on asset in

the amount of $334,775.

The debt currently accrues interest at 10% per annum.

In November 2021, the lender agreed to extend

the maturity of the note to April 1, 2022.

On April 1, 2022, the lender agreed to extend the maturity of the note to April 1,

2023 with an initial payment of $52,448 and approximate monthly payment of $29,432 thereafter until the note is fully paid.

The balance of this note

is due to a related party, a company owned by the 51% owner of Vivakor Middle East LLC.

The loan was granted to Vivakor Middle East

LLC by the majority owner for operational use.

On March 10, 2021, the Company entered into a master revolving note with Triple

T Trading Company LLC to set forth the relationship of the parties to retain the previous terms of the note payable to Triple T Trading

Company LLC, to include a note maturity of March 10, 2023, and maximum lending amount of 1,481,482 QAR or approximately $400,000,

valued at an exchange rate of approximately $0.27 per QAR on December 31, 2022.

Subsequent to December 31, 2022 the parties

agreed to extend the maturity date of the loan to March 10, 2024.

In May 2019, the Company

purchased a vehicle for $36,432 and financed $34,932 over six years with an interest rate of 6.24% per annum.

Monthly payments of

$485 are required and commenced in July 2019.

In 2020 the Company entered

into various convertible promissory notes as follows:

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 April 5, 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

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

notes were converted to common stock as of April 5, 2022.

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

The note bears a 10% Original Issue Discount.

2 unchanged sentences

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 March 21, 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

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

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 was converted to common stock as of April 13, 2022.

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

The note bears a 10% Original Issue Discount.

2 unchanged sentences

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 April 5, 2022.

In May 2020, the Company entered into a Paycheck Protection Program (“PPP”) loan agreement

for $205,100 with Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan carries an annual interest rate of one (1) percent per annum with payment beginning in the seventh month with monthly payments

required until maturity in the 18 th month.

The loan may be fully forgivable according to the CARES Act if the Company can

provide proper documentation for the use of the proceeds of the loan.

The Company has achieved the milestones for loan forgiveness and

anticipates that this debt will be forgiven in full in 2021.

On January 6, 2021 the Company was granted an extension of the PPP and granted

an additional $205,100 from Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection

The loan carries an annual interest rate of one (1) percent per annum with payment beginning in the tenth month with monthly

payments required until maturity in five years.

The loan may be fully forgivable according to the CARES Act if the Company can provide

proper documentation for the use of the proceeds of the loan.

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

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 was converted to common stock as of April 13, 2022.

May 2020, the Company entered into a Paycheck Protection Program (“PPP”) loan agreement for $205,100 with Blue Ridge

Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan carries an annual

interest rate of one (1) percent per annum with payment beginning in the seventh month with monthly payments required until maturity

in the 18 th month.

The loan may be fully forgivable according to the CARES Act if the Company can provide proper documentation

for the use of the proceeds of the loan.

The Company has achieved the milestones for loan forgiveness and anticipates that this debt

will be forgiven in full in 2021.

On January 6, 2021 the Company was granted an extension of the PPP and granted an additional

$205,100 from Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan carries an annual interest rate of one (1) percent per annum with payment beginning in the tenth month with monthly payments

required until maturity in five years.

The loan may be fully forgivable according to the CARES Act if the Company can provide proper

documentation for the use of the proceeds of the loan.

The Company has achieved the milestones for loan forgiveness, has applied

for loan forgiveness, and anticipates that this debt will be forgiven in full in 2022.

From May through August 2020, the Company entered into two loan agreements with the Small Business

Administration for an aggregate loan amount of $299,900.

for loan forgiveness, and anticipates that this debt will be forgiven in full.

May through August 2020, the Company entered into two loan agreements with the Small Business Administration for an aggregate

loan amount of $299,900.

The loans carry an interest rate of 3.75% per annum.

The loans shall mature

In April 2021, the Company entered into a Paycheck Protection Program loan agreement with JP Morgan

Chase Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan may be fully

forgivable according to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan.

has achieved the milestones for loan forgiveness and anticipates that this debt will be forgiven in full in 2022.

Viva Wealth Fund I, LLC is offering up to $25,000,000 in convertible notes in a private

As of December 31, 2021, VWFI has raised $8,825,000 and converted $5,560,000 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 loans shall mature in 30 years.

April 2021, the Company entered into a Paycheck Protection Program loan agreement with JP Morgan Chase Bank, subject to the

Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan may be fully forgivable according

to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan.

The Company received loan

forgiveness of this debt in 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

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

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

In October 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 note on a pro rata basis, reflecting

a conversion price of $1.42 per share.

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.

For the year ended December 31, 2022, the Company

paid $399,932 in principal and $872,404 in interest to Jorgan.

For the year ended December 31, 2022, the Company paid $286,643

in principal and $6,111 in interest to JBAH paying this note off in full.

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 December 31, 2022, VWFI

has raised $11,750,000 and converted $10,425,000 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.

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 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.

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 $8,250,000 for Series B of the 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 November 13, 2022 in the sole discretion of the Company.

As of March 21, 2021 VWFI has reached

of the offering has been extended until March 31, 2023 in the sole discretion of VWFI.

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 $2,740,000 to manufacture RPC Series B.

Subsequent to December 31, 2021 an additional $975,000 of this debt has

been converted into units of the LLC.

VWFI has commenced fundraising for RPC Series

B, and as of December 31, 2022, VWFI has raised approximately $5,500,000 to manufacture RPC Series B.

Subsequent to December 31,

2022 an additional $1,980,000 has been raised in relation this offering, and $555,000 of this debt has been converted into units

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

$599,500, 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.

Commitments and Contingencies

In June 2019, the Company entered into a Sublease

agreement with US Closer, LLC, whereby we agreed to lease approximately 12,061 square feet of office and manufacturing space located in

South Salt Lake City, Utah.

Pursuant to the Sublease, the sublease expired on December 31, 2020 and required a monthly lease payment of

$6,633 plus other pass-through expenses as required under the Primary Lease.

The Company renegotiated with the landlord to renew this

lease as the primary tenant in January 2021 to lease this warehouse on a month-to-month basis.

The lease may be terminated at any time

or for any reason with a 30-day written notice to terminate.

The January 2021 lease requires a monthly lease payment of $6,833 plus other

pass-through expenses as required under the lease as long as the Company remains in the space.

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:

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 storage tanks and other equipment 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 the remaining property at the oil gathering facility 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 land, contains the oil gathering facility, is being used as collateral by the lessor

for both lease obligations.

are required to make minimum cash reserve payments of at least $ 24,000 ($ 8,945 and $ 15,055 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.

As of December 31, 2022, the balances of the cash reserves

for these leases were $ 369,109 (see Note 6).

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.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of August 1, 2022.

This measurement as

imputed interest rate of 18 % for the first and second lease obligations, 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 three years under the Maxus lease obligations is as

2023 $ 492,144 , 2024 $ 492,144 , and 2025 $ 123,036 .

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 approximately $ 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

The cash reserve payments are to be used in the event of default.

As of December 31, 2022, the balance of the cash reserves

for these leases were $ 144,900 .

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.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of August 1, 2022.

This measurement as yielded an imputed interest rate of 18 % 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

Future minimum lease payments for each of the next four years under the Maxus lease obligation are as follows:

2023 $ 471,756 , 2024 $ 471,756 , 2025 $ 471,756 , and 2026 $ 471,756 .

following table reconciles the undiscounted cash flows for the finance leases as of December 31, 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

Total finance lease obligations

Finance lease liabilities, current

Finance lease liabilities, long-term

Weighted-average discount rate

Weighted-average remaining lease term (months)

discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow

on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Based on an assessment

of the Company’s borrowings at the time the finance leases were entered into, the incremental borrowing rate was determined to

on September 15, 2019, the Company entered into a five-year lease with Jamboree Center 1 & 2 LLC covering approximately 6,961

square feet of office space in Irvine, CA.

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

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.

Commencing on September 15, 2019, the Company

entered into a five-year lease with Jamboree Center 1 & 2 LLC covering approximately 6,961 square feet of office space in Irvine,

February 1, 2022, the Company entered into a lease agreement for approximately 2,533 square feet of office and manufacturing space

located in Las Vegas, Nevada.

Commencing on March 1, 2022, the Company entered into a three-year lease with Speedway Commerce Center,

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

Year 1 $ 1,950 , Year 2 $ 2,028 ,

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

Year 3 $ 2,110 .

As a condition of the lease, we were required to provide a $ 2,418 security deposit.

The right-of-use asset for operating leases as

of December 31, 2021 and 2020 was $ 663,291 and $ 881,804 .

Rent expense for the year ended December 31, 2021 and 2020 was $ 292,410 and $ 187,343 .

The following table reconciles the undiscounted

cash flows for the leases as of December 31, 2021 to the operating lease liability recorded on the balance sheet:

March 28, 2022, the Company entered into a lease agreement for approximately 1,469 square feet of office space located in Lehi,

Commencing on April 1, 2022, the Company entered into a three-year lease with Victory Holdings, LLC.

Under the terms of the

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

Year 1 is comprised of April to May 2022 $ 867 , June 2022

to March 2023 $ 3,550 , Year 2 $ 3,657 , Year 3 $ 3,766 .

As a condition of the lease, we were required to provide a $ 3,766 security deposit.

April 1, 2022, the Company entered into a lease agreement for approximately 2,000 square feet of office and warehouse space located

in Houston, Texas.

Commencing on April 1, 2022, the Company entered into a month-to-month lease with JVS Holdings, Inc.

may be terminated at any time or for any reason with a 30-day written notice to terminate.

The lease requires a monthly lease payment

of $ 2,000 as long as the Company remains in the space.

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.

The Land Lease is for an initial term of 126 months

and may be extended for an additional 120 months at our discretion.

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.

right-of-use asset for operating leases as of December 31, 2022 and 2021 was $ 1,880,056 and $ 663,291 .

Rent expense for the years

ended December 31, 2022 and 2021 was $ 404,383 and $ 292,410 .

following table reconciles the undiscounted cash flows for the leases as of December 31, 2022 to the operating lease liability recorded

on the balance sheet:

Schedule of lessee operating lease liability

Total undiscounted lease payments

Abatement of rents

Imputed interest

4 unchanged sentences

Weighted-average discount rate

The discount rate is the Company’s incremental

borrowing rate, or the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an

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%.

Employment Agreements

In September 2020, the Company entered into an

employment agreement with the Chief Executive Officer and Chief Financial Officer, which provides for an annual base salary of $50,000

that provides for incremental increases upon the Company’s achievement of specific performance metrics up to $350,000.

The employment

agreement provides for a grant of a stock option to the Chief Executive Officer to purchase up to 166,667 shares of the Company’s

common stock at an exercise price equal to 110% of the fair market value of the Company’s common stock on the date of grant.

stock option will vest after five years of continuous employment, subject to acceleration if terminated without cause or resigns for good

The agreement also provides for an annual bonus of up to 100% of the base salary based upon the achievement of certain performance

goals established and approved by the Board of Directors.

discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow

on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

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

September 30, 2022, the Board of Directors of the Company received notice from Matthew Nicosia, the Company’s former

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, James Ballengee, which provides for annual compensation of $1,000,000 payable in shares of our 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”).

For the first

twelve months of Mr.

Ballengee’s employment, we will issue him a total of 923,672 shares of our common stock, issuable 230,918

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.

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 14).

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 grant.

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 former 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.

Long-term Debt

To assist in funding the manufacture of the Company’s

Remediation Processing Centers, between 2015 and 2017, the Company entered into two agreements which include terms for the purchase of

participation rights for the sale of future revenue of the funded RPCs, and which also require working interest budget payments by the

The Company accounts for the terms under these

contracts for the sale of future revenue under Accounting Standards Codification 470 (“ASC 470”).

Accordingly, these contracts

include the receipt of cash from an investor where the Company agrees to pay the investor for a defined period a specified percentage

or amount of the revenue or a measure of income (for example, gross revenue) according to their contractual right, in which the Company

will record the cash as debt and apply the effective interest method to calculate and accrue interest on the contracts.

The terms of these

agreements grant the holder a prorated 25% participation in the gross revenue of the assets as defined in the agreements for 20 years

after operations commence for a purchase price of approximately $2,200,000.

In the event that the contract is not fully subscribed, it will receive only a prorated participation of the available 25% participation.

The Company made its first payment of $ 7,735

in the second quarter of 2021 and continues its quality control processes.

The RPC is estimated to enter scaled up operations early 2022

and make estimated annual payments of $ 1,957,323 .

The Company estimates future payments based on revenue projections for the RPCs.

In accordance

with ASC 470, the Company records the proceeds from these contracts as debt because the Company has significant continuing involvement

in the generation of the cash flows due to the investor (for example, active involvement in the generation of the operating revenues of

the business segment), which constitutes the presence of a factor that independently creates a rebuttable presumption that debt classification

is appropriate.

The Company has determined its effective interest rates to be between 32.6% and 33.76% based on each contract’s

future revenue streams expected to be paid to the investor.

These rates represent the discount rate that equates estimated cash flows

with the initial proceeds received from the investor and is used to compute the amount of interest expense to be recognized each period.

During the development and manufacturing of the assets the effective interest has been capitalized to the assets.

As the assets enter

operations or service of their intended use, the effective interest on these contracts will be recognized as interest expense (See Note

In 2016 and 2017, additional consideration to

investors to enter into these agreements was granted, and the Company issued to these investors 113,000 shares of Series B-1 Preferred

Stock with a relative fair value of $7.50 per share or based on conversion terms and price of the Company’s Common Stock at the

time of issuance.

assist in funding the manufacture of the Company’s Remediation Processing Centers, between 2015 and 2017, the Company entered into

two agreements which include terms for the purchase of participation rights for the sale of future revenue of the funded RPCs, and which

also require working interest budget payments by the Company.

Company accounts for the terms under these contracts for the sale of future revenue under Accounting Standards Codification 470 (“ASC

Accordingly, these contracts include the receipt of cash from an investor where the Company agrees to pay the investor for

a defined period a specified percentage or amount of the revenue or a measure of income (for example, gross revenue) according to their

contractual right, in which the Company will record the cash as debt and apply the effective interest method to calculate and accrue

interest on the contracts.

The terms of these agreements grant the holder a prorated 25% participation in the gross revenue of the assets

as defined in the agreements for 20 years after operations commence for a purchase price of approximately $2,200,000.

The Company made

its first payment of $ 7,735 in the second quarter of 2021.

The RPCs are estimated to enter

scaled up operations in 2023 and make estimated payments.

The Company estimates future payments based on revenue projections for the

Due to delays and limitations in achieving scaled up operations (see Note 3 Long Lived Assets ) the effective interest rate

of these agreements range from approximately 11% to 31% and 33% to 34% for the years ended December 31, 2022 and 2021.

accordance with ASC 470, the Company records the proceeds from these contracts as debt because the

Company has significant continuing involvement in the generation of the cash flows due to the investor (for example, active involvement

in the generation of the operating revenues of the business segment), which constitutes the presence of a factor that independently creates

a rebuttable presumption that debt classification is appropriate.

The Company has determined its effective interest rates to be between

approximately 11% and 34% based on each contract’s future revenue streams expected to be paid to the investor as of December 31,

These rates represent the discount rate that equates estimated cash flows with the initial proceeds received from the investor

and is used to compute the amount of interest expense to be recognized each period.

During the development and manufacturing of the assets

the effective interest has been capitalized to the assets.

As the assets enter operations or service of their intended use, the effective

interest on these contracts will be recognized as interest expense (see Note 11).

2016 and 2017, additional consideration to investors to enter into these agreements was granted, and the Company issued to these investors

113,000 shares of Series B-1 Preferred Stock with a relative fair value of $7.50 per share or based on conversion terms and price of

the Company’s Common Stock at the time of issuance.

The Company also issued 106,167 common stock warrants to investors.

The relative fair value of the warrants and Series

B-1 preferred stock in aggregate was $ 1,488,550 , and was recorded as a debt discount, which is amortized to interest expense over the

term of the agreements using the effective interest method.

During the manufacturing phase of the asset, the interest expense is capitalized

to the asset.

Some holders of these participation rights also

have the option to relinquish ownership and all remaining benefits of their LLC units in exchange for Common Stock in the Company.

on the contract, these options to convert to common stock range from between 1 and 5.5 years.

The exercise period ranges from between

1 year to 5.5 years with a step-up discount to market for each year the option is not exercised with a range of between a 5% to a 25%

discount to market.

Accordingly, under Accounting Standards Codification 815 (“ASC 815”) the Company valued these options

at fair value using a Monte Carlo Simulation by a third-party valuation expert, which found the fair value of the options to be nominal.

Long-term debt related to these participation rights is recorded in “Long-term debt” on the consolidated balance sheet.

The accounting for the terms under these contracts

that call for working interest budget payments by the Company are recorded in current liabilities on the consolidated balance sheet and

paid down through pass-through expenses or cash according to the contract.

Accordingly, the Company records any unpaid balance of budget

payments received in “Long-term debt, current” as these liabilities are generally paid within 12 months after proceeds are

Long-term debt consists of the following:

fair value of the warrants and Series B-1 preferred stock in aggregate was $ 1,488,550 , and was recorded as a debt discount, which is

amortized to interest expense over the term of the agreements using the effective interest method.

During the manufacturing phase of

the asset, the interest expense is capitalized to the asset.

holders of these participation rights also have the option to relinquish ownership and all remaining benefits of their LLC units in exchange

for Common Stock in the Company.

Depending on the contract, these options to convert to common stock range from between 1 and 5.5 years.

The exercise period ranges from between 1 year to 5.5 years with a step-up discount to market for each year the option is not exercised

with a range of between a 5% to a 25% discount to market.

As of December 31, 2022 and 2021 none of these options have been exercised to convert to Common Stock.

Accordingly, under Accounting Standards Codification 815 (“ASC 815”)

the Company valued these options at fair value using a Monte Carlo Simulation by a third-party valuation expert, which found the fair

value of the options to be nominal.

Long-term debt related to these participation rights is recorded in “Long-term debt”

on the consolidated balance sheet.

accounting for the terms under these contracts that call for working interest budget payments by the Company are recorded in current

liabilities on the consolidated balance sheet and paid down through pass-through expenses or cash according to the contract.

the Company records any unpaid balance of budget payments received in “Long-term debt, current” as these liabilities are

generally paid within 12 months after proceeds are received.

debt consists of the following:

Schedule Of Long-Term Debt

4 unchanged sentences

Long term debt

The following table sets forth the estimated

payment schedule of long-term debt as of December 31, 2021:

following table sets forth the estimated payment schedule of long-term debt as of December 31, 2022:

Schedule of long-term debt maturities

Stockholders’ Equity

Series A, Series B, Series B-1, Series C

and Series C-1 Preferred Stock

The Preferred Stock authorized by the Company

may be issued from time to time in one or more series.

The Company is authorized to issue 15,000,000 shares of preferred stock.

is authorized to issue 66,667 shares of Series A Preferred Stock, 3,266,667 shares of Series B Preferred Stock, 1,666,667 shares of Series

B-1 Preferred Stock, 3,333,333 shares of Series C Preferred Stock, and 3,333,333 shares of Series C-1 Preferred Stock.

The Board of Directors

is authorized to fix or alter the number of shares constituting any series of Preferred Stock and the designation thereof.

Board of Directors authorized, and a majority vote acceptance was received of each voting class of preferred stock, including Series B

Preferred Stock, Series B-1 Preferred Stock, and Series C-1 Preferred Stock, that each class’s designations be amended that upon

the Company’s public offering in conjunction with an uplist to a senior stock exchange that these classes of preferred stock will

convert their preferred shares to common shares on a one for one basis.

The Company has issued 66,667

shares of Series A Preferred Stock, convertible at a current ratio of 10 shares of Common Stock for each outstanding share of

Series A Preferred Stock.

The conversion price is subject to adjustment under certain customary circumstances, including as a result

of stock splits and combinations, dividends and distributions, and certain issuances of common stock.

Holders of shares of Series A Preferred

Stock will have the right to 25 votes for each share of Common Stock into which such shares of Series A Preferred Stock can then be converted

(with a current conversion ratio of 10 shares of Common Stock for each outstanding share of Series A Preferred Stock) and the right to

a liquidation preference in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common

Stock and any other Preferred Stock holder in the liquidation, dissolution or winding up of our Company.

As of December 31, 2021 and

2020 the liquidation preference is $ 400,000 .

Holders of shares of Series A Preferred Stock are not currently entitled to dividends.

The Company has the right, but not the obligation,

to redeem shares of Series A Preferred Stock.

All of the shares of Series A Preferred Stock were converted to common stock upon the close

of the Company’s public offering of the Company’s common stock on February 14, 2022.

The Company has issued none and 216,916 of Series

B Preferred Stock as of December 31, 2021 and 2020, respectively.

Shares of Series B Preferred Stock are convertible one year after issuance,

at any time at the option of the holder, into shares of Common Stock (with a conversion price at the lesser of the issuance price ($6.00)

or a 10% discount to market on the conversion date).

Automatic 1-for-1 conversion of all outstanding shares of Series B Preferred Stock

into shares of Common Stock occurred on May 1, 2021.

No other shares have been issued since the conversion of all of the outstanding shares

of this class of stock.

The conversion price is subject to adjustment under certain customary circumstances, including as a result of

stock splits and combinations, dividends and distributions, and certain issuances of common stock.

The Company has the right, but not

the obligation, to redeem shares of Series B Preferred Stock one year after issuance.

Holders of Series B Preferred Stock will have the

right to one vote for each share of Common Stock into which such Series B Preferred Stock is then convertible, and a right to a liquidation

preference in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common Stock and any

Preferred Stockholder, except holders of Series A Preferred Stock, in the liquidation, dissolution or winding up of our Company.

December 31, 2021 and 2020 the liquidation preference was none and $ 1,341,233 .

Dividends are 12.5 % and cumulative and are payable only

when, as, and if declared by the Board of Directors.

The Company has issued none and 467,728 of Series

B-1 Preferred Stock as of December 31, 2021 and 2020, respectively.

Shares of Series B-1 Preferred Stock are convertible one year after

issuance, at any time at the option of the holder, into shares of Common Stock (with a conversion price at the lesser of the issuance

price ($7.50) or a 10% discount to market on the conversion date).

Automatic 1-for-1 conversion of all outstanding shares of Series B-1

Preferred Stock into shares of Common Stock occurred on May 1, 2021.

No other shares have been issued since the conversion of all of the

outstanding shares of this class of stock.

A, Series B, Series B-1, Series C and Series C-1 Preferred Stock

Preferred Stock authorized by the Company may be issued from time to time in one or more series.

The Company is authorized to issue 15,000,000

shares of preferred stock.

The Company is authorized to issue 66,667 shares of Series A Preferred Stock, 3,266,667 shares of Series B

Preferred Stock, 1,666,667 shares of Series B-1 Preferred Stock, 3,333,333 shares of Series C Preferred Stock, and 3,333,333 shares of

Series C-1 Preferred Stock.

The Board of Directors is authorized to fix or alter the number of shares constituting any series of Preferred

Stock and the designation thereof.

In 2021, the Board of Directors authorized, and a majority vote acceptance was received of each voting

class of preferred stock, including Series B Preferred Stock, Series B-1 Preferred Stock, and Series C-1 Preferred Stock, that each class’s

designations be amended that upon the Company’s public offering in conjunction with an uplist to a senior stock exchange that these

classes of preferred stock will convert their preferred shares to common shares on a one for one basis.

Company has no issued and outstanding shares of Series A Preferred as of December 31, 2022.

All of the outstanding shares of Series

A Preferred Stock (66,667 shares) were converted to common stock upon the close of the Company’s public offering of the Company’s

common stock on February 14, 2022.

The conversion price is subject to adjustment under certain customary circumstances, including

as a result of stock splits and combinations, dividends and distributions, and certain issuances of common stock.

The Company has the

right, but not the obligation, to redeem shares of Series B-1 Preferred Stock one year after issuance.

Holders of Series B-1 Preferred

Stock have no voting or dividend rights, and a right to a liquidation preference in any distribution of net assets made to the shareowners

prior to and in preference to the holders of Common Stock and any Preferred Stockholder, except holders of Series A and Series B Preferred

Stock, in the liquidation, dissolution or winding up of our Company.

As of December 31, 2021 and 2020 the liquidation preference was none

and $ 3,507,981 .

The Company has no t issued any Series C Preferred

Stock as of December 31, 2021 and 2020, respectively.

Shares of Series C Preferred Stock are convertible one year after issuance, at any

time at the option of the holder, into shares of Common Stock (with a conversion price at the lesser of the issuance price ($ 10.50 ) or

a 10% discount to the market price on the conversion date).

Automatic conversion of shares of Series C Preferred Stock into shares of

Common Stock may occur due to certain qualified public offerings entered into or by written consent of a majority of the holders of Series

C Preferred Stock or upon the four-year anniversary date of the issuance of such shares.

Holders of shares of

Series A Preferred Stock will have the right to 25 votes for each share of Common Stock into which such shares of Series A Preferred

Stock can then be converted (with a current conversion ratio of 10 shares of Common Stock for each outstanding share of Series A Preferred

Stock) and the right to a liquidation preference in any distribution of net assets made to the shareowners prior to and in preference

to the holders of Common Stock and any other Preferred Stock holder in the liquidation, dissolution or winding up of our Company.

of December 31, 2022 and 2021 the liquidation preference was none and $ 400,000 .

Holders of shares of Series A Preferred Stock are

not currently entitled to dividends.

The Company has the right, but not the obligation, to redeem shares of Series A Preferred Stock.

Company has no issued outstanding shares of Series B Preferred Stock as of December 31, 2022 and 2021, respectively.

Shares of Series

B Preferred Stock are convertible one year after issuance, at any time at the option of the holder, into shares of Common Stock (with

a conversion price at the lesser of the issuance price ($6.00) or a 10% discount to market on the conversion date).

Automatic 1-for-1

conversion of all outstanding shares of Series B Preferred Stock into shares of Common Stock occurred on May 1, 2021.

No other shares

have been issued since the conversion of all of the outstanding shares of this class of stock.

The conversion price is subject to adjustment

1 unchanged sentence

issuances of common stock.

The Company has the right, but not the obligation, to redeem shares of Series C Preferred Stock one year after

Holders of Series C Preferred Stock will have the right to one vote for each share of Common Stock into which such Series C

The Company has the right, but not the obligation, to redeem shares of Series B Preferred Stock one year after

Holders of Series B Preferred Stock will have the right to one vote for each share of Common Stock into which such Series B

Preferred Stock is then convertible, and a right to a liquidation preference in any distribution of net assets made to the shareowners

prior to and in preference to the holders of Common Stock and any Preferred Stockholder, except holders of Series B and B-1 Preferred

Stock, in the liquidation, dissolution or winding up of our Company.

Dividends are 12.5 % and cumulative and are payable only when, as,

and if declared by the Board of Directors.

The Company has issued none and 255,290 of Series

C-1 Preferred Stock as of December 31, 2021 and 2020, respectively.

Shares of Series C-1 Preferred Stock are convertible one year after

issuance, at any time at the option of the holder, into shares of Common Stock (with a conversion price at the lesser of the issuance

price ($12.00) or a 10% discount to the market price on the conversion date).

Automatic conversion of all outstanding shares of Series

C-1 Preferred Stock into shares of Common Stock occurred on May 4, 2021 by written consent of a majority of the holders of Series C-1

Preferred Stock.

prior to and in preference to the holders of Common Stock and any Preferred Stockholder, except holders of Series A Preferred Stock,

in the liquidation, dissolution or winding up of our Company.

Dividends are 12.5 % and cumulative and are payable only when, as, and if

declared by the Board of Directors.

Company has no issued and outstanding shares of Series B-1 Preferred Stock as of December 31, 2022 and 2021, respectively.

of Series B-1 Preferred Stock are convertible one year after issuance, at any time at the option of the holder, into shares of Common

Stock (with a conversion price at the lesser of the issuance price ($7.50) or a 10% discount to market on the conversion date).

1-for-1 conversion of all outstanding shares of Series B-1 Preferred Stock into shares of Common Stock occurred on May 1, 2021.

No other shares have been issued since the conversion of all of the outstanding shares of this class of stock.

The conversion

price is subject to adjustment under certain customary circumstances, including as a result of stock splits and combinations, dividends

and distributions, and certain issuances of common stock.

The Company has the right, but not the obligation, to redeem shares of Series

C-1 Preferred Stock one year after issuance.

Holders of Series C-1 Preferred Stock have no voting or dividend rights, and a right to a

liquidation preference in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common Stock

and any Preferred Stockholder, except holders of Series A, Series B, Series B-1, and Series C Preferred Stock, in the liquidation, dissolution

or winding up of our Company.

As of December 31, 2021 and 2020 the liquidation preference was none and $ 3,063,472 .

For the years ended December 31, 2021 and 2020,

$ 9,467,604 and $ 7,593,816 or 950,973 and 996,283 shares of Series B, Series B-1, and Series C-1 Preferred Stock were converted into 955,947

and 1,037,738 shares of Common Stock.

For the year ended December 31, 2021, the Company

issued 5,413 Series C-1 Preferred Stock or $ 64,950 for a reduction in stock payables.

For the years ended December 31, 2021 and 2020,

the Company issued 5,626 and 23,039 shares of Series B-1 Preferred Stock as a $ 42,196 and $ 172,795 stock dividend paid to Series B Preferred

Shareholders.

The Company is authorized to issue 41,666,667

shares of common stock.

As of December 31, 2021 and 2020, there were 12,330,859 and 11,255,967 shares of our common stock issued and outstanding,

respectively.

The conversion price is

subject to adjustment under certain customary circumstances, including as a result of stock splits and combinations, dividends and distributions,

and certain issuances of common stock.

The Company has the right, but not the obligation, to redeem shares of Series B-1 Preferred Stock

one year after issuance.

Holders of Series B-1 Preferred Stock have no voting or dividend rights, and a right to a liquidation preference

in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common Stock and any Preferred

Stockholder, except holders of Series A and Series B Preferred Stock, in the liquidation, dissolution or winding up of our Company.

Company has not issued any Series C Preferred Stock as of December 31, 2022 and 2021, respectively.

Shares of Series C Preferred

Stock are convertible one year after issuance, at any time at the option of the holder, into shares of Common Stock (with a conversion

price at the lesser of the issuance price ($10.50) or a 10% discount to the market price on the conversion date).

Automatic conversion

of shares of Series C Preferred Stock into shares of Common Stock may occur due to certain qualified public offerings entered into or

by written consent of a majority of the holders of Series C Preferred Stock or upon the four-year anniversary date of the issuance of

The conversion price is subject to adjustment under certain customary circumstances, including as a result of stock splits

and combinations, dividends and distributions, and certain issuances of common stock.

The Company has the right, but not the obligation,

to redeem shares of Series C Preferred Stock one year after issuance.

Holders of Series C Preferred Stock will have the right to one

vote for each share of Common Stock into which such Series C Preferred Stock is then convertible, and a right to a liquidation preference

in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common Stock and any Preferred

Stockholder, except holders of Series B and B-1 Preferred Stock, in the liquidation, dissolution or winding up of our Company.

are 12.5 % and cumulative and are payable only when, as, and if declared by the Board of Directors.

Company has no issued and outstanding shares of Series C-1 Preferred Stock as of December 31, 2022 and 2021, respectively.

of Series C-1 Preferred Stock are convertible one year after issuance, at any time at the option of the holder, into shares of Common

Stock (with a conversion price at the lesser of the issuance price ($12.00) or a 10% discount to the market price on the conversion date).

Automatic conversion of all outstanding shares of Series C-1 Preferred Stock into shares of Common Stock occurred on May 4, 2021

by written consent of a majority of the holders of Series C-1 Preferred Stock.

No other shares have been issued since the conversion

of all of the outstanding shares of this class of stock.

The conversion price is subject to adjustment under certain customary circumstances,

including as a result of stock splits and combinations, dividends and distributions, and certain issuances of common stock.

has the right, but not the obligation, to redeem shares of Series C-1 Preferred Stock one year after issuance.

Holders of Series C-1

Preferred Stock have no voting or dividend rights, and a right to a liquidation preference in any distribution of net assets made to

the shareowners prior to and in preference to the holders of Common Stock and any Preferred Stockholder, except holders of Series A,

Series B, Series B-1, and Series C Preferred Stock, in the liquidation, dissolution or winding up of our Company.

February 14, 2022, we effected a 1-for-30 reverse split of our authorized and outstanding shares via the filing of a certificate

of change with the Nevada Secretary of State, which was filed simultaneously with the close of the underwritten public offering of our

common stock and the commencement of the trading of our common stock on the Nasdaq Capital Market, LLC.

As a result of the reverse stock

split, all authorized and outstanding common stock, preferred stock, and per share amounts have been adjusted to reflect the reverse

stock split for all periods presented.

the year ended December 31, 2022, all of the outstanding shares of Series A Preferred Stock ( 66,667 shares) were converted to common

stock upon the close of the Company’s public offering of the Company’s common stock on February 14, 2022, and converted

into 833,333 shares of Common Stock.

the year ended December 31, 2021, $ 9,467,604 or 950,972 shares of Series B, Series B-1, and Series C-1 Preferred Stock were converted

into 955,947 shares of Common Stock.

the year ended December 31, 2021, the Company issued 5,413 Series C-1 Preferred Stock or $ 64,950 for a reduction in stock payables.

the year ended December 31, 2021, the Company issued 5,626 shares of Series B-1 Preferred Stock as a $ 42,196 stock dividend paid

to Series B Preferred Shareholders.

Company is authorized to issue 41,666,667 shares of common stock.

As of December 31, 2022 and 2021, there were 18,064,838 and 12,330,859

shares of our common stock issued and outstanding, respectively.

Treasury stock is carried at cost.

For the years ended December 31, 2021 and

2020, $9,467,604 and $7,593,816 or 950,973 and 996,283 shares of Series B, Series B-1, and Series C-1 Preferred Stock were converted

into 955,947 and 1,037,738 shares of Common Stock.

For the year ended December 31, 2020 the Company

issued 666,667 shares of Common Stock for a $ 11,800,000 reduction in stock payables.

As of December 31, 2021 and 2020, the

Company granted stock-based compensation to employees, including a 16,667 share

stock award, which vests at the end of four years, and a 166,667 stock

options that cliff vests at the end of five

For the years ended December 31, 2021 and 2020, stock-based compensation was $ 446,112 and

As of December 31, 2021 and

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 $ 1,585,000 and

$ 555,000 for the years ended

December 31, 2021 and 2020.

For the years ended December 31, 2021 and 2020,

the Company issued 68,611 and 9,164 shares for a $ 495,799 and $ 135,993 reduction of liabilities.

For the years ended December 31, 2021 and 2020,

the Company issued 33,667 and 23,333 shares of Common Stock for $ 438,004 and $ 281,231 in services to the Company.

For the year ended December 31, 2021, the Company

issued 16,667 shares for a $ 225,000 payment for a technology license (see Note 10).

For the year ended December 31, 2020 the Company

issued 7,600 shares of Common Stock in the amount of $ 41,028 for cash.

Noncontrolling Interest

For the years ended December 31, 2021 and 2020,

the Company converted $ 5,560,000 and $ 2,720,000 in Viva Wealth Fund I, LLC convertible promissory notes into 1,112 and 544 units of noncontrolling

interest in Viva Wealth Fund I, LLC, and paid distributions to unit holders of $55,050 and none.

For the year ended December 31, 2020, the Company

issued 124,981 units of noncontrolling interest in RPC Design and Manufacturing LLC for cash of $ 624,907 .

February 14, 2022, we closed an underwritten public offering for 1,600,000 shares of common stock, at a public offering price

of $5.00 per share, for aggregate net proceeds of $6.2 million, after deducting underwriting discounts, commissions, and

other offering expenses of approximately $1.8 million.

We effected a 1-for-30 reverse split of our authorized and outstanding shares

of common stock (the “Reverse Stock Split”) via the filing of a certificate of change with the Nevada Secretary of

State, which was filed simultaneously with the close of the underwritten public offering of our common stock and the commencement of

the trading of our common stock on the Nasdaq Capital Market, LLC.

As a result of the Reverse Stock Split, all authorized and

outstanding common stock, preferred stock, and per share amounts have been adjusted to reflect the Reverse Stock Split for all

periods presented.

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 (see Note 4).

the year ended December 31, 2021, $ 9,467,604 or 950,972 shares of Series B, Series B-1, and Series C-1 Preferred Stock were converted

into 955,947 shares of Common Stock.

the years ended December 31, 2022 and 2021, the Company issued 272,156 and 68,611 common shares for a $ 1,144,992 and $ 495,799 reduction

of liabilities.

the years ended December 31, 2021, the Company issued 33,667 shares of Common Stock for $ 438,004 in services to the Company.

the year ended December 31, 2021, the Company issued 16,667 shares for a $ 225,000 payment for a technology license (see Note 10).

Noncontrolling

the years ended December 31, 2022 and 2021, the Company converted $ 4,865,000 and $ 5,560,000 in Viva Wealth Fund I, LLC convertible

promissory notes into 973 and 1,112 units of noncontrolling interest in Viva Wealth Fund I, LLC, and paid distributions to unit holders

of $ 861,691 and $ 55,050 .

Temporary Equity

Shares of Series B, B-1,

C and C-1 convertible preferred stock hold conversion features providing that, at the holder’s election, the holder may convert

the preferred stock into common stock.

Upon conversion, the Company may be required to deliver a variable number of equity shares that

is determined by using a formula based on the market price of the Company’s Common Stock.

After four years from the date of issuance,

Series C preferred shareholders are forced to automatically convert to Common Stock.

On May 1, 2021, all outstanding shares of Series

B and B-1 converted at 1-for-1 to Common Stock.

On May 4, 2021, all outstanding shares of Series C-1 converted at 1-for-1 to Common Stock.

For each respective series, the holder may convert their preferred shares to common shares at the original issue price as defined, which

ranges from between $6.00 per share to $12.00 per share, at the lesser of the original issue price or 90% of the market price on the conversion

As of December 31, 2020, the market price of the Company’s Common Stock was $15.00 per share.

There is no contractual cap

on the number of common shares that the Company could be required to deliver on preferred shareholders’ conversions to Common Stock.

Accordingly, under ASC

815-40-25-10 the Company may be forced to settle these conversion features in cash, specifically since it is unknown as to what date the

shareholders’ may convert their preferred stock to common stock and if there will be sufficient authorized and unissued common shares

on that date.

As of December 31, 2020 the Company did have sufficient authorized and unissued common shares to satisfy all preferred shareholders

interest if it were converted to Common Stock, although if the stock price were to drop below $0.60 per share and the Company may be forced

to settle such conversions in cash, which may consider them redeemable.

Accordingly, Series B, B-1, C and C-1 preferred stock has been

classified in temporary equity.

The following table shows all changes to temporary equity

during for the years ended December 31, 2021 and 2020.

of Series B, B-1, C and C-1 convertible preferred stock hold conversion features providing that, at the holder’s election, the

holder may convert the preferred stock into common stock.

Upon conversion, the Company may be required to deliver a variable number of

equity shares that is determined by using a formula based on the market price of the Company’s Common Stock.

After four years from

the date of issuance, Series C preferred shareholders are forced to automatically convert to Common Stock.

On May 1, 2021, all outstanding

shares of Series B and B-1 converted at 1-for-1 to Common Stock.

On May 4, 2021, all outstanding shares of Series C-1 converted

at 1-for-1 to Common Stock.

For each respective series, the holder may convert their preferred shares to common shares at the original

issue price as defined, which ranges from between $6.00 per share to $12.00 per share, at the lesser of the original issue price or 90%

of the market price on the conversion date.

There is no contractual cap on the number of common shares that the Company could be required

to deliver on preferred shareholders’ conversions to Common Stock.

under ASC 815-40-25-10 the Company may be forced to settle these conversion features in cash, specifically since it is unknown as to

what date the shareholders’ may convert their preferred stock to common stock and if there will be sufficient authorized and unissued

common shares on that date.

As of December 31, 2020 the Company did have sufficient authorized and unissued common shares to satisfy

all preferred shareholders interest if it were converted to Common Stock, although if the stock price were to drop below $0.60 per share

and the Company may be forced to settle such conversions in cash, which may consider them redeemable.

Accordingly, Series B, B-1, C and

C-1 preferred stock has been classified in temporary equity until later converted into common shares in 2021.

following table shows all changes to temporary equity during for the years ended December 31, 2021.

Schedule Of Temporary Equity

1 unchanged sentence

December 31, 2020

Dividend paid in Series B-1 Preferred Stock

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

( 2,948,880 )

( 2,354,504 )

( 2,290,432 )

December 31, 2020

Sercies C-1 Issue for a reduction in stock payables

Series C-1 Issue for a reduction in stock payables

Dividend paid in Series B-1 Preferred Stock

5 unchanged sentences

Share-Based Compensation & Warrants

Generally accepted accounting principles require

share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income

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

As of December 31, 2021 and 2020, the Company

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

share stock award, which was issued in 2018 and vests at the end of four years, and a 166,667

stock options that was issued in 2020 and cliff vests at the end of five years.

For the years ended December 31, 2021 and 2020,

stock-based compensation was $ 446,112

and $ 146,114 .

On February 14, 2022, our 2021 Equity and

Incentive Plan (the Plan) went effective.

The plan was approved by our Board of Directors.

The following is a summary

of the material features of the Plan, which is qualified in its entirety by reference to the actual text of the Plan.

provides for the grant of equity awards to the officers, employees, directors, consultants and other key persons of the Company and our

subsidiaries selected from time to time by our Compensation Committee of the Board.

The Compensation Committee will determine in its sole

and absolute discretion the specific individuals eligible to participate in the Plan.

As of April 14, 2023, we had approximately ten employees

and five directors.

The Company also employs consultants to supplement its operational activities.

the Plan may take the form of stock options, stock appreciation rights (“SARs”), restricted stock awards, unrestricted stock

awards, restricted stock units (“RSUs”), and other share-based awards, or any combination of the foregoing (each, an “award”

and collectively, “awards”).

Shares Available.

to the adjustment provisions discussed below under “Adjustments,” the total number of shares that may be issued under the

Plan is 2,000,000 .

Plan Administration.

Our Compensation Committee of the Board will administer the Plan at the time we add additional independent directors.

Until then the Board

will administer the Plan.

The Board and the Compensation Committee are to as the “Administrator.” The Administrator will be

authorized to grant awards under the Plan, to interpret the provisions of the Plan and to prescribe, amend and rescind rules relating

to the Plan or any award thereunder.

It is anticipated that the Administrator (either generally or with respect to specific transactions)

will be constituted so as to comply, as necessary or desirable, with the requirements of Section 162(m) of the Internal Revenue Code

(the “Code”) and Rule 16b-3 promulgated under the Exchange Act.

Stock Options.

permits the granting of “incentive stock options” meeting the requirements of Section 422 of the Code, and “nonqualified

stock options” that do not meet such requirements.

The term of each option is determined by the Compensation Committee and shall

not exceed ten years after the date of grant.

Options may also be subject to restrictions on exercise, such as exercise in periodic installments,

as determined by the Administrator.

In general, the per share exercise price for options must be at least equal to 100% of the fair market

value of the underlying shares on the date of the grant, unless the option is intended to be compliant with the requirements of Section 409A

All 2,000,000 shares authorized for issuance under the Plan shall be available for issuance in respect of incentive stock

Stock Appreciation Rights.

The Plan permits the granting of SARs.

The Administrator will determine any vesting schedules and the terms and conditions of each grant.

Upon the exercise of a SAR, the recipient is entitled to receive from the Company an amount in cash or shares with a fair market value

equal to the appreciation in the value of the shares subject to the SAR over a specified reference price.

The reference price per share

of any SAR will not be less than 100% of the fair market value per share of Company Common Stock on the date of the grant of the SAR,

unless the SAR is intended to be compliant with the requirements of Section 409A of the Code.

Restricted Stock Awards.

The Administrator may award restricted stock under the Plan.

Restricted stock gives a participant the right to receive stock subject to

a risk of forfeiture based upon certain conditions.

The forfeiture restrictions on the shares may be based upon performance standards,

length of service and/or other criteria as the Compensation Committee may determine.

Until all restrictions are satisfied, lapsed or waived,

we will maintain custody over the restricted stock, but the participant will be able to vote the shares and will be entitled to all distributions

paid with respect to the shares (but see below, under the heading “No Current Dividends on Unvested Awards” with respect to

the treatment of dividends while the shares remain unvested).

During the period in which shares are restricted, the restricted stock may

not be sold, assigned, transferred, pledged or otherwise encumbered.

Upon termination of employment, the participant will forfeit the

restricted stock to the extent the applicable vesting requirements have not by then been met.

Unrestricted Stock Awards.

The Administrator may award unrestricted stock under the Plan.

Unrestricted stock may be granted in respect of past services or other

valid consideration, or in lieu of cash compensation due to such grantee.

Restricted Stock Units.

The Plan provides that the Administrator may grant restricted stock units (“RSUs”), which represent the right to receive shares

following the satisfaction of specified conditions.

The Administrator will determine any vesting schedules and the other terms of each

grant of RSUs.

A participant will not have the rights of a stockholder with respect to the shares subject to an RSU award prior to the

actual issuance of those shares.

Performance Awards.

Plan provides that the Administrator may grant awards that are contingent upon the achievement of specified performance criteria (“Performance

Such awards may be payable in cash, shares or other property.

The Administrator will determine the terms of Performance

Awards, including the performance criteria, length of the applicable performance period, and the time and form of payment.

Other Share-Based Awards.

The Plan provides that the Administrator may grant other awards that are payable in, valued in whole or in part by reference to, or otherwise

based on or related to shares.

All the terms of such other share-based awards will be determined by the Administrator.

No Payment of Dividends

Until Awards Vest.

Dividends or dividend equivalents payable with respect to Plan awards will be subject to the same vesting terms as

the related award.

of any corporate transaction or event such as a stock dividend, extraordinary dividend or similar distribution (whether in the form of

cash, shares, other securities, or other property), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse

stock split or other similar change in the Company’s capital stock, the Plan provides that the Administrator will make equitable

adjustments to (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities

subject to any then outstanding awards under the Plan, (iii) the repurchase price, if any, per phare subject to each outstanding award,

and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate

exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable.

Transferability of Awards.

Restricted Stock awards, Stock Options, SARs and, prior to exercise, the shares issuable upon exercise of such Stock Option shall not

be transferred other than by will, or by the laws of descent and distribution.

The Administrator, however, may allow for the assignment

or transfer of an award (other than incentive stock options and restricted stock awards) to a participant’s spouse, children and/or

trusts, partnerships, or limited liability companies established for the benefit of the participant’s spouse and/or children, subject

in each case to certain conditions on assignment or transfer.

Termination and Amendment.

The Board may, at any time, amend or discontinue the Plan and the Compensation Committee may, at any time, amend or cancel any outstanding

award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under

any outstanding award without the consent of the holder of the Award.

The Compensation Committee may exercise its discretion to reduce

the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting

such holders new awards in replacement of the cancelled Stock Options.

To the extent determined by the Compensation Committee to be required

either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise,

Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.

The Board has

the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements

of the exemption pursuant to Rule 12h-1 of the Exchange Act.

Treatment of Awards Upon

a Sale Event.

In the case of and subject to the consummation of a Sale Event (as the term is defined in the Plan), the Plan and all outstanding

Stock Options and SARs issued thereunder shall become one hundred percent (100%) vested upon the effective time of any such Sale Event,

all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued thereunder shall become one hundred percent (100%) vested,

with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree,

and such Restricted Stock shall be repurchased from the holder thereof at the then fair market value of such shares.

In the event of the

termination of the Plan, each holder of Stock Options shall be permitted, within a period of time prior to the consummation of the Sale

Event as specified by the Administrator, to exercise all such Stock Options or SARs which are then exercisable or will become exercisable

as of the effective time of the Sale Event.

Treatment of Termination

of Service Relationship.

Any portion of a Stock Option or SAR that is not vested and exercisable on the date of termination of an optionee’s

service relationship, a grantee’s right in all Restricted Stock Units that have not vested upon the grantee’s cessation of

service relationship with the Company and any subsidiary for any reason, shall immediately expire and be null and void, unless otherwise

be provided by the Administrator.

Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise

such portion of the Stock Option or SAR in the event of a termination of the optionee’s service relationship shall continue until

the earliest of:

(i) the date which is:

(A) 12 months following the date on which the optionee’s Service Relationship terminates

due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement),

or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any

reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award

Agreement), or (ii) the expiration date set forth in the award agreement;

provided that notwithstanding the foregoing, an award agreement

may provide that if the optionee’s rervice Relationship is terminated for cause, the Stock Option shall terminate immediately and

be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

Tax Withholding.

Company and its subsidiaries may deduct amounts from participants to satisfy withholding tax requirements arising in connection with

The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and

conditioned on any such tax withholding obligations being satisfied by the grantee.

accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common

stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

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 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 in October 2022 of our prior Chief Executive Officer.

For the years ended December 31, 2022

and 2021, stock-based compensation was $ 2,606,703 and $ 446,112 .

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

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 $ 1,585,000

and $ 555,000

for the years ended December 31, 2021 and 2020.

There were no other options granted during the

years ended December 31, 2021 and 2020, respectively.

The assumptions used in the Black-Scholes option

pricing model to determine the fair value of the options on the date of issuance are as follows:

133,333 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 it was not probable that certain performance

targets would be met, as agreed upon by both parties.

On October 24, 2022, the Board of Directors resolved to increase their compensation including the issuance of 100,000 stock options per independent board member, exercisable at $ 2.50 per share, vesting immediately.

Non-statutory stock-based compensation was $ 1,472,888 and $ 1,585,000 for the years

ended December 31, 2022 and 2021.

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

underwriter, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), a 45-day option to purchase up to an additional

240,000 shares of Common Stock at the public offering price per share, less the underwriting discounts and commissions, to cover over-allotments,

These options were not exercised and expired.

were no other options granted during the years ended December 31, 2022 and 2021, respectively.

assumptions used in the Black-Scholes option pricing model to determine the fair value of the options on the date of issuance are as

of option activity

December 31, 2022

Risk-free interest rate

0.24 4.57 %

Expected dividend yield

Expected life of warrants

3.33 - 10 years

Expected volatility rate

The following table summarizes all stock option

activity of the Company for the years ended December 31, 2021 and 2020:

Schedule of option activity

following table summarizes all stock option activity of the Company for the years ended December 31, 2022 and 2021:

of warrant assumptions

Outstanding, December 31, 2020

Outstanding, December 31, 2021

( 1,212,685 )

Outstanding, December 31, 2022

1 unchanged sentence

Exercisable, December 31, 2022

As of December 31, 2021 and 2020, 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 December 31, 2021 and 2020, the Company

had no warrants outstanding.

These expired or exercised warrants during the year ended December 31, 2020 relate to the warrants issued

as an incentive to investors with an investment into the Company.

The warrants were issued at $12.00 per share of Common Stock.

were granted for a one-year period.

Management uses the Black-Scholes option pricing

model to determine the fair value of warrants on the date of issuance.

The fair value of warrants issued pursuant to the issuance of notes

payable was recorded as deferred debt issuance cost and amortized over the remaining term of the associated debt.

The assumptions used in the Black-Scholes option pricing model to

determine the fair value of the warrants on the date of issuance are as follows:

Schedule of warrant assumptions

of December 31, 2022 and 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.

of December 31, 2022 and 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.

the Company has issued the underwriter, EF Hutton, a 5-year warrant to purchase 80,000 shares of common stock at an exercise price equal

and were valued with a fair market value of $ 374,000 .

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.

uses the Black-Scholes option pricing model to determine the fair value of warrants on the date of issuance.

assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants on the date of issuance are as

Schedule of warrant activity

Risk-free interest rate

2 unchanged sentences

Expected volatility rate

The following table summarizes the activity of

the Company’s share purchase warrants:

Schedule of warrant activity

Balance, December 31, 2019

Balance, December 31, 2020

There were no share purchase warrants outstanding

as of December 31, 2021 and 2020.

Provision (benefit) for income taxes is as follows:

Benefit for income taxes is as follows:

Schedule of components of income tax

Total current

( 3,082,578 )

( 1,354,913 )

Total Deferred

( 4,437,491 )

Net provision (benefit)

( 1,051,007 )

The differences between the expected income tax benefit based on the

statutory Federal United States income tax rates and the Company's effective tax rates are summarized below:

Schedule reconciliation of income tax

December 31, 2021

Net provision

$ ( 4,436,691 )

$ ( 1,050,207 )

The differences between the expected income tax benefit based on the statutory Federal United States income tax rates and the Company’s effective tax rates are summarized

reconciliation of income tax

Tax Computed At The Federal Statutory Rate

$ ( 4,985,329 )

State Tax, Net Of Federal Tax Benefit

State Tax, Net Of Fed Tax Benefit

( 1,312,478 )

Nondeductible Expenses

2 unchanged sentences

Valuation Allowance

Benefit for income taxes

for income taxes

$ ( 4,436,691 )

December 31, 2020

Tax Computed At The Federal Statutory Rate

5 unchanged sentences

Valuation Allowance

Provision for income taxes

Significant components of the Company's deferred tax assets and liabilities

are as follows:

Benefit for income taxes

$ ( 1,050,207 )

components of the Company’s deferred tax assets and liabilities are as follows:

Schedule of deferred tax assets and liabilities

December 31, 2021

( 1,747,971 )

3 unchanged sentences

Stock Options

Net Deferred Liability

( 1,458,506 )

Net Deferred Asset

Valuation Allowance

2 unchanged sentences

( 1,915,092 )

December 31, 2020

( 3,622,638 )

( 3,964,173 )

Net Operating Losses

7 unchanged sentences

$ ( 5,156,899 )

In determining the possible future realization

of deferred tax assets, the Company has considered future taxable income from the following sources:

(a) reversal of taxable temporary

and (b) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into years in which

net operating losses might otherwise expire.

Deferred tax assets are recognized subject to

management’s judgment that realization is more likely than not.

A valuation allowance is recognized for a deferred tax asset if,

based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized.

determining the possible future realization of deferred tax assets, the Company has considered future taxable income from the following

(a) reversal of taxable temporary differences;

and (b) tax planning strategies that, if necessary, would be implemented to accelerate

taxable income into years in which net operating losses might otherwise expire.

tax assets are recognized subject to management’s judgment that realization is more likely than not.

A valuation allowance is recognized

for a deferred tax asset if, based on the weight of the available evidence, it is more likely than not that some portion of the deferred

tax asset will not be realized.

In making such judgments, significant weight is given to evidence that can be objectively verified.

Based on our review of the deferred

tax assets the Company has concluded that a valuation allowance is necessary on the net operating loss balance, as realization of this

asset does not meet the more likely than not threshold.

As of December 31, 2021 and 2020, the

Company had estimated net operating losses for federal and state purposes of $ 14.3

and 11.7 million, respectively.

Federal and state net operating losses will begin to expire in 2028.

on our review of the deferred tax assets the Company has concluded that a valuation allowance is necessary on the net operating loss

balance, as realization of this asset does not meet the more likely than not threshold.

As of December 31, 2022 and 2021, the Company

had estimated net operating losses for federal and state purposes of $ 23.7 and $ 14.3 million, respectively.

Federal and state net operating

losses will begin to expire in 2028.

We recognize a tax position as a benefit only

21 unchanged sentences

Related Party Transactions

The Company provided secured loan financing and

assistance to the development and commercialization of two bioactive beverages and one weight loss beverage for Vivaceuticals, Inc., which

shared a common officer and board of director member with the Company.

Vivaceuticals sold its assets to Scepter Holdings, Inc.

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

to extinguish the loan encumbering the assets.

The Company has converted these preferred shares into 800,000,000 shares of Common Stock of Scepter Holdings, Inc., which is traded on

the OTC Markets (ticker:

BRZL) (see Note 3).

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 (see Note 8).

As of December 31, 2021 the principal

balance with all accrued interest was $ 81,768 and converted 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.

As of 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.

The Company has a consulting contract with LBL

Professional Consulting, Inc.

(“LBL”), which shares a common officer with the Company.

For the years ended December 31, 2021

and 2020, LBL was paid $ 188,150 and $ 191,295 for services rendered.

On December 17, 2020, the Company granted non-statutory stock options

to LBL for 333,334 shares of Common Stock.

The stock options vest over four years.

The stock options are exercisable for up to ten years

from the grant date.

The common officer is not the beneficiary of the Company and is not permitted to participate in any discussion, including

the LBL’s board meetings, regarding any Company stock that LBL may own at any time.

In July 2020, the Company entered into an

agreement with IME giving IME the option to purchase approximately 1,331 ounces of our precious metal concentrate for approximately

VVMCI, a wholly owned subsidiary of Vivakor, Inc.

owns all of the Class A Units of IME, which have sole voting power for

all material matters except for removal of the manager, and VVMCI serves as a manager of IME.

For the year ended December 31, 2021

and 2020, the Company sold none and $ 54,250, respectively,

of the precious metal concentrate through this option.

The Company has a note payable to Triple T, which

is owned by the 51% majority-owner of Vivakor Middle East LLC.

As of December 31, 2021 and 2020 the balance owed was $ 353,330 and $ 376,972 .

20, 2021, the Company entered into a worldwide, exclusive license agreement with TBT Group, Inc.

(of which an independent Vivakor Board

member is a 7% shareholder) to license piezo electric and energy harvesting technologies for creating self-powered sensors for making

smart roadways.

The Company is required to pay $25,000 and 16,667 shares of restricted common stock upon signing.

the earlier of (i) 120 days or (ii) the effectiveness of the Company's Registration Statement and receipt of public offering proceeds,

the Company will pay licensor $225,000.

When the licensor delivers to the Company data showing

that the sensor performs based on mutually defined specifications and all designs for the sensor are completed, Company shall pay an

additional $250,000 and 16,667 shares of restricted common stock.

Upon the delivery of a mutually agreed working prototype, Company will

pay licensor $250,000 and 16,667 shares of restricted common stock.

Upon commercialization of the product, the Company will pay licensor

$250,000 and 33,333 shares of restricted common stock.

TBT shall have the option, at its sole discretion, to convert the license to a

non-exclusive license if the Company fails to pay $500,000 to TBT for sensor inventory per year, which will commence after the second

anniversary of product commercialization.

The Company shall share in the development costs of the sensor technology to the time of commercialization.

Total costs attributed to the Company are estimated to be $125,000.

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

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.

Al Ferrara resigned from the Audit Committee and Board of Directors on November 28, 2022.

Staggs resigned from the Compensation Committee and the Board of Directors on January 4, 2023.

Matthew Balk resigned from the Board

of Directors on January 16, 2023.

Wealth Fund I, LLC (VWFI), which is managed by Wealth Space LLC, has continued its private offering of up to $ 25,000,000 in convertible

notes for the manufacture of one or more RPC machines.

As of December 31, 2022, VWFI has raised $ 11,750,000 .

As of December 31,

2022, VWFI has paid $ 2,266,964 to Dzign Pro Enterprises, LLC (Dzign Pro) for engineering services related to our RPCs, site planning,

and infrastructure, which entity shares a common executive with VWFI.

As of December 31, 2022, VWFI also entered into a master revolving

note payable to Dzign Pro in the amount of $ 300,000 , which accrues 5% interest per annum, has a maturity date of July 14, 2024,