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Item 1. Financial Statements

2023-07-28 compared with 2022-11-21 · 382 added, 1202 removed, 222 unchanged (88% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Cash and cash equivalents attributed to variable interest

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

Cash and cash equivalents attributed to variable interest entity

Accounts receivable

Accounts receivable- related party

Prepaid expenses

Marketable securities

Precious metal concentrate

Total current assets

Other investments

Notes receivable

Property and equipment, net

Rights of use assets- operating leases

License agreement, net

License agreements, net

Intellectual property, net

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued expenses- related parties

Accrued compensation

Operating lease liabilities, current

1 unchanged sentence

Loans and notes payable, current

Loans and notes payable, current attributed to variable

interest entity

Long-term debt (working interest

royalty programs), current

Loans and notes payable, current attributed to variable interest entity

Loans and notes payable, current attributed to variable interest entity- related parties

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

Total current liabilities

2 unchanged sentences

Loans and notes payable, long term

Loans and notes payable, long term- related party

Long-term debt (working interest royalty programs)

Deferred income tax liabilities

Total liabilities

1 unchanged sentence

Convertible preferred stock, $ 0.001 par value;

3,400,000 shares authorized;

A- 66,667 issued and outstanding (1)

Common stock,

$ .001 par value;

3,400,000 shares authorized, none outstanding (1)

stock, $ 0.001

shares authorized;

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

December 31, 2021 (1)

were issued and outstanding as March 31, 2023 and December 31, 2022, respectively (1)

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

( 42,817,572 )

( 35,731,359 )

Total Vivakor, Inc.

2 unchanged sentences

Total stockholders’ equity

Total liabilities and stockholders’

____________________

Share and per share amounts have been retroactively adjusted

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

See Note 1 – Organization and Basis of Presentation

for additional information

See accompanying notes to consolidated financial

Total liabilities and stockholders’ equity

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

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

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Product revenue - third parties

Product revenue - related party

Total revenues

Cost of revenues

5 unchanged sentences

Loss from operations

( 2,330,926 )

( 1,406,017 )

( 7,810,890 )

( 5,267,215 )

Other income (expense):

Unrealized gain (loss) on marketable securities

( 2,481,175 )

Interest income

Interest expense

Gain on disposition asset

Interest expense- related parties

Total other income (expense)

( 2,712,825 )

Loss before provision for income taxes

( 1,763,021 )

( 4,118,842 )

( 7,716,119 )

( 4,544,865 )

Provision for income taxes

Consolidated net loss

( 1,763,021 )

( 3,394,931 )

( 7,716,919 )

( 4,544,865 )

Net loss attributable to noncontrolling interests

( 1,741,523 )

Net loss attributable to Vivakor, Inc.

( 1,580,013 )

( 2,909,252 )

$ ( 7,086,213 )

$ ( 2,803,342 )

Net loss attributable to common shareholders

$ ( 1,580,013 )

$ ( 2,909,252 )

$ ( 7,086,213 )

$ ( 2,803,342 )

Dividend on preferred stock

Net income loss to parent

$ ( 1,580,013 )

$ ( 2,909,252 )

$ ( 7,086,213 )

$ ( 2,845,538 )

Basic and diluted net loss per share (1)

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, 2022.

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

See accompanying notes to consolidated financial

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

Series A Preferred Stock

Additional Paid-in

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Non-controlling

Total Stockholders'

June 30, 2022 (unaudited)

$ ( 41,237,559 )

Common Stock issued for stock awards

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

Stock options issued for services

Stock based compensation

Stockholders’

December 31, 2022

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

( 1,580,013 )

( 1,763,021 )

September 30, 2022 (unaudited)

$ ( 42,817,572 )

Series A Preferred Stock

Additional Paid-in

March 31, 2023 (unaudited)

Preferred Stock

Non-controlling

Total Stockholders'

Stockholders’

December 31, 2021 (1)

$ ( 35,731,359 )

Common Stock issued for stock awards

Common Stock issued for a reduction of liabilities

2 unchanged sentences

Common stock issued for fractional shares from reverse stock split

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

Stock options issued for services

Stock based compensation

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

( 7,086,213 )

( 7,716,919 )

September 30, 2022 (unaudited)

$ ( 42,817,572 )

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

Series A Preferred Stock

Additional Paid-in

Non-controlling

Total Stockholders'

June 30, 2021 (1)

$ ( 30,141,278 )

Common Stock issued for a reduction of liabilities (1)

Stock options issued for services

Stock based compensation

Issuance of noncontrolling interest for a reduction of debt

Net income (loss)

( 2,909,252 )

( 3,394,931 )

September 30, 2021 (unaudited) (1)

$ ( 33,050,530 )

Series A Preferred Stock

Additional Paid-in

Non-controlling

Total Stockholders'

December 31, 2020 (1)

$ ( 30,204,992 )

Common Stock issued for services (1)

Common Stock issued for a reduction of liabilities (1)

Common Stock issued for the purchase of a license (1)

Conversion 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 by noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

Dividend paid in Series B-1 Preferred Stock

Net income (loss)

( 2,803,342 )

( 1,741,523 )

( 4,544,865 )

September 30, 2021 (unaudited) (1)

$ ( 33,050,530 )

________________________

March 31, 2022 (unaudited)

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

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

See accompanying notes to consolidated financial

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

OPERATING ACTIVITIES:

Consolidated net loss

$ ( 7,716,919 )

$ ( 4,544,865 )

Adjustments to reconcile net income to net cash used in operating activities:

2 unchanged sentences

Common stock options issued for services

Common stock issued for services

Unrealized gain marketable securities

( 1,253,100 )

Gain on disposal of asset

Deferred income taxes

Stock-based compensation

Unrealized (gain)/loss- marketable securities

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses

Right of use assets- finance leases

Right of use assets- operating leases

Operating lease liabilities

Financing lease liabilities

Accounts payable and accrued expenses

( 1,751,613 )

Interest on notes receivable

1 unchanged sentence

Net cash used in operating activities

( 3,452,980 )

( 2,553,026 )

INVESTING ACTIVITIES:

Proceeds from notes receivable

Payment on costs of patents

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

Purchase of a technology license

Proceeds from disposal of equipment

Purchase of equipment

( 1,807,140 )

( 2,260,458 )

Net cash used in investing activities

( 1,648,722 )

( 2,311,919 )

FINANCING ACTIVITIES:

Finance lease liabilities

Payment of long-term debt

Proceeds from loans and notes payable

Proceeds from loans and notes payable- related party

Proceeds from sale of common stock

5 unchanged sentences

CASH AND CASH EQUIVALENTS, END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION:

SUPPLEMENTAL CASHFLOW INFORMATION:

Cash paid during the year for:

2 unchanged sentences

Common stock issued for a reduction in liabilities

Accounts payable on purchase of equipment

Conversion of note receivable to equity investment

Noncontrolling interest issued for a reduction in liabilities

Preferred stock Series C-1 issued for a reduction in liabilities

Common stock issued for the purchase of a license

Capitalized interest on construction in process

Dividend paid in Series B-1 Preferred Stock

Common stock issued in the

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

See accompanying notes to consolidated financial

Accounts payable on purchase of equipment

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

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

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.

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 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.

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 had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets.

states and many countries issued policies intended to stop or slow the spread of the disease.

In March 2020 we temporarily suspended operations

in Kuwait and Utah due to COVID-19 government restrictions, Utah has resumed operations in full.

Kuwait has allowed for the Company to

obtain site personnel visas to recommence 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.

in Kuwait and Utah due to COVID-19 government restrictions.

Utah and Kuwait have since resumed site preparations for operations.

Additionally,

we continue to experience supply chain disruptions related to building our Remediation Processing Centers (“RPC”), completing

certain refurbishment, and in relation to our other operations.

Interim Financial Information

The accompanying unaudited condensed consolidated

financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S.

been condensed or omitted.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited

consolidated financial statements and the related notes for the year ended December 31, 2021.

The unaudited condensed consolidated financial

statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and

include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation

of the condensed consolidated financial statements.

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

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

Principles of Consolidation

On August 1, 2022,

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

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

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

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

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

making SFD and WCCC wholly owned subsidiaries of the Company.

The Company has incorporated Vivaventures

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

The Company has incorporated this

entity to direct its anticipated operations in Texas.

The Company follows ASC 810-10-15 guidance

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

A VIE is an entity that does not have sufficient

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

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

A variable interest is an investment or other

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

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

VIE and are consolidated in our consolidated financial statements:

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

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

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

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

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

unconsolidated VIEs is as follows:

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

and $ 3,753,296

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

and $ 12,608 .

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

and $ 2,648,810

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

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

and $ 2,119,961

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

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

and liabilities of $ 1,900 .

Silver Fuels Delhi, LLC:

As of September

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

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

consolidation.

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

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

dispatch of power.

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

Therefore, SFD has been consolidated

by the Company.

White Claw Colorado City, LLC:

As of September

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

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

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

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

Therefore, WCCC has been consolidated

by the Company.

RPC Design and Manufacturing, LLC:

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

and $ 629,694 ,

respectively.

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

be used to settle the obligations of the reporting entity.

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

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

and $ 354,566 ,

which is eliminated upon consolidation.

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

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

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

Based on all these

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

Therefore, RDM has been consolidated by the Company.

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

consolidation.

Viva Wealth Fund I, LLC:

As of September

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

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

As of September 30, 2022 and December 31,

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

As of September 30, 2022, VWFI has reached

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

VWFI has commenced fundraising for RPC Series B.

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

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

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

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

As of November

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

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

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

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

The Company also has the option

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

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

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

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

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

selling and leasing of its equipment solely to the Company.

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

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

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

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

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

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

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

Therefore, VWFI has been consolidated by the Company.

Business Combinations

We apply the provisions of ASC 805,

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

ASC 805 requires that we evaluate whether a

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

A business is defined as an integrated set of

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

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

relative fair value basis;

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

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

Goodwill as of the business acquisition date is measured

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

liabilities assumed.

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

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

subject to refinement.

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

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

Upon the conclusion

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

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

In addition, uncertain tax positions and tax

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

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

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

Subsequent to the

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

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

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

GAAP have been condensed or omitted.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2022.

The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements.

The operating results for the three months ended March 31, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023.

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.

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

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

On March 11, 2020, the World Health

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

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

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

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

Our Kuwait operations were suspended to

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

visas to recommence operations.

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

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

anticipation of commencing operations in 2022.

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

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

The Company is

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

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

There can be no assurance that

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

long-lived assets in the future.

Asset Retirement Obligations

Under ASC 410-20, Asset Retirement and Environmental

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

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

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

In each subsequent period, liability is accreted

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

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

thus, no ARO obligation is recorded for nine months ended

September 30, 2022.

During the three months

ended March 31, 2023, the operations were limited due to supply and personnel limitations.

Subsequent to March 31, 2023, the

Company entered into an agreement to move the Vernal plant to Kuwait to service the contract with DIC for a scaled up RPC, as the Vernal

plant was not producing product toward the off-take agreement, which has further delayed scaled operations.

The Company evaluated these

events and determined that there is no trigger event, and therefore there was no impairment incurred during the three months ended March 31,

There can be no assurance that market conditions will not change or demand for the Company’s services will continue, which

could result in impairment of long-lived assets in the future.

Intangible Assets and Goodwill :

We account for intangible assets and

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

Goodwill represents

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

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

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

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

The rates used to discount projected future cash

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

reflected in the current market capitalization.

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

historically ranged from 10 to 20 years.

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

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

carrying amount.

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.

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.

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

for our intangible assets.

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

2022 or for the year ended December 31, 2021.

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

or certain assets of that business, including its patents.

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

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

Company’s carrying value.

The Company performs its annual goodwill impairment

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

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

The Company’s goodwill

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

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

could result in impairment.

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

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

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

2) discounted cash flow analysis;

and 3) multiple of

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

The estimated fair value of the reporting

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

If the estimated fair value exceeds the carrying amount,

goodwill is not considered impaired.

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

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

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

Contingent liabilities

From time to time the Company may work with success

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

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

In the event that an offering does not perform

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

the offering.

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

financial results.

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

could materially impact our results of operations and financial position.

We account for intangible assets and goodwill

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

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 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.

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

We performed an analysis and assessed no triggering event has occurred, and no impairment

for the three months ended March 31, 2023.

Revenue Recognition

In August 2022, we acquired Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, from which approximately 99 % of the Company’s revenue is derived.

For the three months ended March 31, 2023, our sales consist of storage services and the sale of crude oil or like products.

For the three months ended March 31, 2023, disaggregated revenue by customer type was as follows:

$ 11,123,530 in crude oil sales and $ 3,580,601 in product related to natural gas liquids sales.

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 the three months ended March 31, 2023 was $ 4,350,405 .

Major Customers and Concentration of Credit Risk

The Company has two major customers, which account for approximately 98 % and 100 % of the balance of accounts receivable as of March 31, 2023 and December 31, 2022.

Advertising Expense

Advertising costs are expensed as incurred.

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

The Company did no t incur advertising expense for the three months ended March 31, 2023 and 2022.

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 September 30, 2022 and 2021 include the following:

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

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

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

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

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

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

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 March 31, 2023 and December 31, 2022 include the following:

convertible notes payable convertible into approximately 14,560 shares of common stock, stock options granted to current or previous employees of 1,421,760 shares of common stock, stock options granted to Board members or consultants of 395,139 shares of common stock.

The Company also has a warrant outstanding to purchase 80,000 shares of common stock as of March 31, 2023.

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, derivatives, and fair values of the intangible assets

and goodwill related to business combinations.

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.

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 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.

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.

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 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

Recent accounting pronouncements

The FASB issued ASU No.

2021-08, Accounting

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

The guidance improves the accounting

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

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

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

This guidance will be effective for fiscal years beginning

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

The Company has early adopted this

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

Revenue Recognition

We adopted Accounting Standards Codification

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

Due to the business combination in which we acquired Silver

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

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

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

prices, which completes our performance obligation.

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

to consideration as outlined in our contracts.

the nature of our product we do not accept returns.

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

accordance with the underlying payment terms.

Major Customers

and Concentration of Credit Risk

The Company has two major customers, which account

for approximately 96 %

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

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

Additionally, the Company operates in the crude oil industry.

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

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

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

and access replacement markets at comparable margins.

We have historically suffered net losses and cumulative

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

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

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

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

commissions, and other offering expenses.

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

equity offerings our working interest agreements.

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

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

have been deposited for trading.

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

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

for at least twelve months through November 2023.

Business Combination

On June 15, 2022, we

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

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

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

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

making SFD and WCCC wholly owned subsidiaries of the Company.

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

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

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

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

Schedule of business combination

Note payable to seller

Fair value of total consideration paid

Net assets acquired and liabilities assumed

Assets acquired in business combination

Current assets

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

Contract-based intangible assets

Total assets acquired

Liabilities assumed in business combination

Current liabilities

$ ( 7,054,734 )

Long term liabilities

( 3,335,409 )

Total liabilities acquired

$ ( 10,390,143 )

Total net assets acquired

The value of goodwill represents SFD and WCCC’s

ability to generate profitable operations going forward.

Management estimated the provisional fair values of the intangible assets and

goodwill at September 30, 2022.

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

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

Management is performing a valuation study to calculate the

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

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

Business combination related costs were expensed

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

months ended September 30, 2022.

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

Since the date of acquisition on August 1, 2022

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

The unaudited financial information in the

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

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

The pro forma earnings for the nine months ended

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

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

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

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

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

at January 1, 2021.

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

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

of future consolidated results of operations.

Schedule of proforma information

Nine months ended September 30,

Total net sales

Loss from operations

( 7,143,460 )

( 4,018,231 )

Net loss (attributable to Vivakor, Inc.)

$ ( 8,402,844 )

$ ( 4,670,569 )

Basic and diluted loss per share

Weighted average shares outstanding

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.

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

have historically suffered net losses and cumulative negative cash flows from operations, and as of March 31, 2023, we had an

accumulated deficit of approximately 57,704,373 $57.7 million.

As of March 31, 2023 and December 31, 2022, we had a

working capital deficit of approximately $ 6.4 million and $ 3.7 million, respectively.

As of March 31, 2023 we had cash of

approximately $ 2.7 million.

In addition, we have obligations to pay approximately $14.1 million (of which approximately $13.2

million can be satisfied through the issuance of our common stock under the terms of the debt and $410,200 is related to PPP loans

that are anticipated to be forgiven with the remainder) of debt in cash within one year of the issuance of these financial

Our CEO has also committed to provide credit support through December 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.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

the liquid assets and CEO commitment give it adequate working capital to finance our day-to-day operations for at least twelve

months through July 2024.

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.

Accounts Receivable

Accounts receivable primarily relates to

sales to trade accounts receivable of customers for crude oil.

Differences between the amounts due from customers less an estimated

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

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

experience applied to an aging of accounts.

As of September 30, 2022 no allowance

for doubtful accounts was deemed necessary.

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

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

Accounts receivable primarily relates to sales to trade accounts receivable of customers for crude oil and natural gas liquid products.

Accounts receivable is presented as amounts due from customers less an estimated allowance for doubtful accounts.

An allowance for doubtful accounts, if deemed necessary by management, is based on a review of all outstanding amounts by customer 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 well as the current and projected financial condition of the specific customer.

As of March 31, 2023 and December 31, 2022 no allowance for doubtful accounts was deemed necessary.

Trade accounts receivable are zero interest bearing.

Trade accounts receivable of $ 1,186,803 and

other accounts receivable of $ 33,602

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

16% of our common stock.

Prepaid Expenses and Other Assets

As of September 30, 2022, our prepaid expenses

mainly consist of prepaid insurances.

As of September 30, 2022 our other assets mainly

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

deposits on finance leases.

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

$ 61,676 and $ 73,245 .

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

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

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

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

Trade accounts receivable of $ 1,381,436 are with a vendor of which our CEO is a beneficiary.

Prepaid Expenses

As of March 31, 2023 and December 31, 2022, our prepaid expenses of $ 90,632 and $ 31,523 mainly consist of prepaid insurances.

Marketable Securities

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

shares of common stock in Odyssey Health, Inc.

(“Odyssey”) ticker:

ODYY, OTC Markets.

In December 2021 we sold such

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

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

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

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

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

for the nine months ended September 30, 2021.

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

shares of common stock in Scepter Holdings, Inc.

The Company owns 826,376,882 shares of common stock of Scepter Holdings, Inc.

(“Scepter”), ticker:

BRZL, OTC Markets.

The Company currently holds an 18%

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

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

30, 2022 and 2021.

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

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

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

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

The Company has accounted for such securities

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

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

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

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

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

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

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

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

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

and 2021 on marketable securities in the statement of operations.

As of September 30, 2022, inventories

consist of crude oil and Fenix iron.

BRZL, OTC Markets., for a diluted 17% equity holding in the company.

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 (loss) on marketable securities of $ ( 495,826 ) and $ 1,239,566 for the three months ended March 31, 2023 and 2022.

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 March 31, 2023 and December 31, 2022 our marketable securities were valued at $ 1,156,928 and $ 1,652,754 .

As of March 31, 2023 and December 31, 2022, inventories of $ 69,998 and $ 47,180 consist of crude oil.

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

The nano Fenix Iron

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

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

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

realizable value).

Property and Equipment

The following table sets forth the components

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

The following table sets forth the components of the Company’s property and equipment at March 31, 2023 and December 31, 2022:

Schedule of property and equipment, net

September 30, 2022

December 31, 2021

Gross Carrying Amount

Accumulated Depreciation

Net Book Value

Gross Carrying Amount

Accumulated Depreciation

Net Book Value

Office furniture and equipment

Gross Carrying

Office furniture

Finance lease- Right of use assets

Precious metal extraction machine- 1 ton

Precious metal extraction machine- 10 ton

Construction in process:

Nanosponge/Cavitation device

Wash Plant Facilities

Cavitation device

Remediation Processing Unit 1

3 unchanged sentences

Total fixed assets

For the year ended December 31, 2021 the Company

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

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

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

and $ 8,671 .

For the nine months ended September 30,

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

and $ 1,234,801 .

Equipment that is currently

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

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

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

The Company is exploring all options including

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

sale for at least the carrying value.

For the three months ended March 31, 2023 and 2022 depreciation expense was $ 37,151 and $ 2,890 .

For the three months ended March 31, 2023 and 2022 capitalized interest to equipment from debt financing was $ 237,978 and $ 488,014 .

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.

There was no impairment loss during the three months ended March 31, 2023

Intellectual Property, Net and Goodwill

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

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

The following table sets forth the components of the Company’s intellectual property at March 31, 2023 and December 31, 2022:

Schedule of components of intellectual property

September 30, 2022

December 31, 2021

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Gross Carrying

Extraction Technology patents

1 unchanged sentence

Acquired crude oil contracts

Ammonia synthesis patents

Total Intellectual property

2 unchanged sentences

January 1, 2021

September 30, 2022

On August 1, 2022,

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

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

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

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

The purchase price for

the Membership Interests is approximately $ 32.9

million , after post-closing adjustments.

In the business combination

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

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

Under this agreement,

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

at a certain crude oil terminal operated by WCCC.

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

The agreement expires on December 31, 2031.

In the business combination

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

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

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

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

In the event that SFD makes

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

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

The Supply Agreement expires on December 31,

The measurement of

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

to adjustment within twelve months.

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

September 30, 2022.

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

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

Management has estimated the provisional fair values of

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

$ 25,195,644 .

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

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

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

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

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

each respective year.

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

The Company has been in discussions for the potential

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

The Company is exploring all options

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

the potential sale for at least the carrying value.

December 31, 2022

There were no changes in goodwill for the three months ended March 31, 2023.

On August 1, 2022, the Company closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, and JBAH Holdings, LLC, as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”) and White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”) whereby, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC making SFD and WCCC wholly owned subsidiaries of the Company.

The purchase price for the Membership Interests is approximately $ 32.9 million, after post-closing adjustments.

Management 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 were $ 12,678,108 and $ 19,095,420 on August 1, 2022.

Amortization expense for the three months ended March 31, 2023 and 2022 was $ 747,369 and $ 372,328 .

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist

of the following:

Accounts payable and accrued expenses consist of the following:

Schedule of accounts payable and accrued expenses

September 30,

Accounts payable

Office access deposits

Accrued compensation

Unearned revenue

3 unchanged sentences

Accounts payable and accrued expenses

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

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

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

common stock.

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

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

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

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

As of December

31, 2021 the Company accrued $225,000 for a milestone payment to be paid to TBT Group, Inc.

(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.

This milestone payment was paid in March 2022.

Accounts payable- related parties

Accrued interest (notes payable)- related parties

Accounts payable and accrued expenses- related parties

Accrued compensation

As of March 31, 2023 and December 31, 2022, our accounts payable are primarily made up of trade payables for the purchase of for crude oil .

Trade accounts payables in the amount of $ 923,028 and $ 4,000,681 is with a vendor who our CEO is a beneficiary of.

As of March 31, 2023 and December 31, 2022, $ 96,388 and $ 37,685 of accounts payable related to services rendered, which are not trade payables, with a vendor of which our CEO is a beneficiary.

$ 20,413 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.

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 during 2022, 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.

Loans and Notes Payable

Loans and Notes payable consist of the following:

Loans and notes payable and their maturities consist of the following:

Schedule of loans and notes payable

September 30,

Various promissory notes and convertible notes

Novus Capital Group LLC Note (a)

Triple T Notes

Triple T Notes (b)

National Buick GMC

Various Convertible Bridge Notes (b)

Blue Ridge Bank

Small Business Administration

JP Morgan Chase Bank

JBAH Holdings, LLC (c)

Jorgan Development, LLC (c)

Various Promissory Notes (d)

Jorgan Development, LLC

Various variable interest promissory notes (c)

Total Notes Payable

2 unchanged sentences

Loans and notes payable, long term

Various variable interest promissory notes (c)- related parties

Loans and notes payable, current attributed to variable interest entity- related parties

Loans and notes payable, long term- related parties

Schedule of maturities of loans and notes payable

__________________

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 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.

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

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

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

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

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

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

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

The note bears a 10% Original Issue Discount.

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

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

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

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

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

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

The note bears a 10% Original Issue Discount.

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

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

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

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

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

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

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

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

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

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

Under the MIPA, the Company has committed to

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

in cash or unrestricted common stock.

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

of the notes will be to unwind the MIPA transaction.

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

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

calendar day of each calendar month thereafter.

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

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

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

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

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

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

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

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

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

Once the registration statement is declared effective by the

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

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

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

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

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

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

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

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

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

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

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

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

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.

As of the date of this report, we are currently renegotiating the terms of this debt.

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.

In March 2023 the parties agreed to extend the maturity date of the loan to March 10, 2024.

During the three months ended March 31, 2023, an additional $1,980,000 has been raised in relation this offering, and $710,000 of this debt has been converted into units of the LLC.

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

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

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

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

and additional $345,000, was raised from a related party as of March 31, 2023, 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.

Commitments and Contingencies

Finance Leases

In the business combination where we acquired

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

described below:

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

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

The first transaction involved the Company assigning

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

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

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

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

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

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

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

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

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

both lease obligations.

We are required to make minimum cash reserve

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

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

The cash reserve payments are

to be used in the event of a default.

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

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

and $216,000, respectively.

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

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

We have recorded right of

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

We have also recorded a finance lease

liability due to Maxus.

The Company is using imputed interest rates of 12.39 %

and 10.36 % for the first and second

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

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

Future minimum

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

2022 $ 123,063 ,

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

We acquired Silver Fuels Delhi, LLC (SFD) and White Claw Colorado City, LLC (WCCC) in a business combination in August 2022, in which we acquired certain finance leases contracts and liabilities as described below:

On March 17, 2020, the SFD entered into two sale and leaseback transactions with Maxus Capital Group, LLC (“Maxus”).

The first transaction involved the Company assigning twelve storage tanks and other equipment and the second transaction involved the Company assigning the remaining property at the oil gathering facility with the exception of land, to Maxus Future minimum lease payments for each of the next three years under the Maxus lease obligations is as follows:

2023 $ 369,108 , 2024 $ 492,144 , and 2025 $ 123,036 .

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

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

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

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

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

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

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

The Company has pledged 100% of

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

The Company is required to make minimum cash reserve

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

The cash reserve

payments are to be used in the event of default.

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

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

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

We have recorded right of

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

We have also recorded a finance lease

liability due to Maxus.

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

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

Company may exercise its buy-back option.

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

obligation are as follows:

On December 28, 2021, the WCCC entered into a sale and leaseback transaction with Maxus, where WCCC assigned the crude oil, natural gas liquids, condensate, and liquid hydrocarbon receipt, throughput, processing, gathering, and delivery terminal, commonly known as the China Grove Station (the “China Grove Station”), located in Colorado City, Texas to Maxus.

Future minimum lease payments for each of the next four years under the Maxus lease obligation are as follows:

2023 $ 353,817 , 2024 $ 471,756 , 2025 $ 471,756 , and 2026 $ 471,756 .

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

to the Maxus lease.

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

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

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

The components of the finance

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

Finance lease cost

Amortization of right of use asset

Interest on lease liabilities

Total lease cost

The aggregate finance lease liabilities as of

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

The following table reconciles the undiscounted cash flows for the

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

The following table reconciles the undiscounted cash flows for the finance leases as of March 31, 2023 to the finance lease liability recorded on the balance sheet:

Schedule of financing lease liability

3 unchanged sentences

carrying value of lease obligation at end of lease term

Present value of lease payments

Total finance lease obligations

Unamortized financing fees

Total lease obligations, net

Finance lease liabilities, current

Finance lease liabilities, long-term

Weighted-average remaining lease term

Weighted-average discount rate

Weighted-average remaining lease term (months)

Operating Leases

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,

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

Year 1 $ 21,927 ,

Year 2 $ 22,832 ,

Year 3 $ 23,737 ,

Year 4 $ 24,712 ,

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 payments:

Year 1 $ 21,927 ,

Year 2 $ 22,832 , Year 3 $ 23,737 , Year 4 $ 24,712 , Year 5 $ 25,686 .

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

security deposit.

On 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, LLC.

Under the terms of the lease agreement, we are

required to make the following monthly lease payments:

On 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, LLC.

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 $ 2,110 .

As a condition of the lease, we were

required to provide a $ 2,418 security deposit.

On March 28, 2022, the Company entered into a

lease agreement for approximately 1,469 square feet of office space located in Lehi, Utah.

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:

As a condition of the lease, we were required to provide a $ 2,418 security deposit.

On March 28, 2022, the Company entered into a lease agreement for approximately 1,469 square feet of office space located in Lehi, Utah.

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.

On 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.

The lease may be terminated at any time or for any reason with a 30-day

written notice to terminate.

As a condition of the lease, we were required to provide a $ 3,766 security deposit.

On 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.

The lease 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.

The right-of-use asset for operating leases

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

and $ 663,291 .

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

and $ 246,526 .

The following table reconciles the undiscounted

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

On December 16, 2022, our subsidiary, VivaVentures Remediation Corp.

entered into a Land Lease Agreement (the “Land Lease”) with W&P Development Corporation, under which we agreed to lease approximately 3.5 acres of land in Houston, Texas.

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.

The following table reconciles the undiscounted cash flows for the leases as of March 31, 2023 to the operating lease liability recorded on the balance sheet:

Schedule of lessee operating lease liability

6 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 at the

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

Employment Agreements

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

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

such positions.

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

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

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

(see Note 19).

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

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

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

The Company is currently accruing substantial

portions of executive base salaries (see Note 10).

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

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

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

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

remainder of his stock options cancelled.

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

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

The Chief Financial Officer’s agreement also

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

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

and or acquisitions.

Contingent liabilities

From time to time the Company may work with success

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

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

In the event that an offering does not perform

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

the offering.

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

financial results.

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

could materially impact our results of operations and financial position.

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 per quarter.

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 9).

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 2023 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.

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 RPCs.

Due to delays in scaled up operations

(see Note 1 Long Lived Assets ) the effective interest rate of these agreements increased from approximately 28% to 31%.

Due to delays in achieving scaled up operations (Note 1 Long Lived Assets ) the effective interest rate of these agreements range from approximately 11% to 34% for the three months ended March 31, 2023 and for the year ended December 31, 2022.

Long-term debt consists of the following:

5 unchanged sentences

Long term debt

The following table sets forth the estimated payment

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

The following table sets forth the estimated payment schedule of long-term debt as of March 31, 2023:

Schedule of long-term debt maturities

Stockholders' Equity

On August 1, 2022,

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

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

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

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

The purchase price for the Membership Interests

is approximately $ 32.9

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

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

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

JBAH and Jorgan

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

common shares issued for consideration.

Temporary Equity

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

converted to Common Stock as of June 30, 2021.

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

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

Schedule of temporary equity

Convertible Preferred Stock

December 31, 2020

Series C-1 Issue for a reduction in stock payables

Dividend paid in Series B-1 Preferred

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

( 1,301,500 )

( 3,507,981 )

( 4,615,927 )

September 30, 2021

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

and C-1 Preferred Stock were converted to common stock.

Noncontrolling Interest

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

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

in Viva Wealth Fund I, LLC.

For the nine months ended September 30, 2022 and

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

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 September 30, 2022 and December 31,

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

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

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

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

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

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

For the nine months ended

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

and $ 334,584 .

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

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

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

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

Non-statutory stock-based

compensation was $ 1,172,500

and $ 1,157,500

for the nine months ended September 30, 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, if any.

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.

The Company has granted stock-based compensation to employees, including 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 three months ended March 31, 2023 and 2022, employee stock-based compensation was none and $ 111,528 .

On October 24, 2022, the previous Compensation Committee 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 or independent Board of Director stock-based compensation was none and $ 427,500 for the three months ended March 31, 2023 and 2022.

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, if any.

These options were not exercised and expired.

There were no other options granted during the

nine months ended September 30, 2022 and 2021, 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:

There were no other options granted during the three months ended March 31, 2023 and 2022, 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:

Schedule of warrant assumptions

December 31, 2020 through September 30, 2022

Risk-free interest rate

4 unchanged sentences

Expected volatility rate

The following table summarizes all stock option

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

The following table summarizes all stock option activity of the Company for the three months ended March 31, 2023 and 2022:

Schedule of option activity

Outstanding, December 31, 2022

Forfeited/canceled

Outstanding, September 30, 2022

Exercisable, December 31, 2021

Exercisable, September 30, 2022

Outstanding, March 31, 2023

Outstanding, December 31, 2021

Outstanding, September 30, 2021

Outstanding, March 31, 2022

Exercisable, December 31, 2022

Exercisable, September 30, 2021

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

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

The aggregate intrinsic value will change

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

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

the Company had 80,000 and no warrants outstanding.

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

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

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

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

and were valued with a fair market value of

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

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

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

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

The Company calculates its quarterly tax provision

pursuant to the guidelines in ASC 740 Income Taxes.

ASC 740 requires companies to estimate the annual effective tax rate for current year

ordinary income.

In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored

into the calculation, and temporary differences are not.

The estimated annual effective tax rate represents the Company’s estimate

of the tax provision in relation to the best estimate of pre-tax ordinary income or loss.

The estimated annual effective tax rate is then

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

The Company recorded a provision for income taxes

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

The Company is projecting a (0.01)% effective tax

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

offset by additional valuation allowance on the net operating losses.

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

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

As of December 31, 2021, the Company had estimated

federal and state net operating loss (NOL) carryforwards of approximately $ 14.3 million.

Exercisable, March 31, 2023

Exercisable, December 31, 2021

Exercisable, March 31, 2022

As of March 31, 2023 and 2022, 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 March 31, 2023 and 2022, the Company had 80,000 warrants outstanding.

On February 14, 2022, the Company closed on its underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share.

In addition, the Company has issued the underwriter, EF Hutton, a 5-year warrant to purchase 80,000 shares of common stock at an exercise price equal $ 5.75 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.

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes.

ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income.

In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not.

The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss.

The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

The Company recorded a provision for income taxes of $ 800 for the three months ended March 31, 2023 and 2022, respectively.

The Company is projecting a 0.01 % effective tax rate for the year ending December 31, 2023, which is primarily the result of projected provision from book loss incurred for the year offset by additional valuation allowance on the net operating losses.

The Company’s effective tax rate for 2022 was 18.69 % which was the result of the benefit of book income for the year.

As of December 31, 2022, the Company had estimated federal and state net operating loss (NOL) carryforwards of approximately $ 23.7 million.

Federal NOL carryforwards begin to expire in 2028.

Related Party Transactions

Viva Wealth Fund I, LLC (VWFI), which is managed by Wealth Space LLC, continued its private offering of up to $ 25,000,000 in convertible notes for the manufacture of one or more RPC machines.

As of March 31, 2023, VWFI has raised $ 13,730,000 and the private offering has been closed.

As of March 31, 2023, 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 March 31, 2023, 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 $944,500, 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.

On June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at closing, which occurred on August 1, 2022, 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”).

As of March 31, 2023 we have accrued interest of approximately $ 190,609 and for the three months ended March 31, 2023, we made cash payments of $ 1,161,540 on the Notes.

In the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude oil terminal operated by WCCC.

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

The agreement expires on December 31, 2031.

For the three months ended March 31, 2023 we have received tank storage revenue related to this contract of approximately $450,000.

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, 2031.

For the three months ended March 31, 2023, we have made crude oil purchases from WC Crude of $ 11,123,530 .

In addition, 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 $ 3,580,601 for the three months ended March 31, 2023.

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 (the Company’s CEO), with Jorgan and JBAH.

Under this agreement, we have the right, but not the obligation to use Endeavor for consulting services.

For the three months ended March 31, 2023, Endeavor rendered services in the amount of $74,644.

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 March 31, 2023 the balance owed was $ 351,626 .

In March 2023 the parties agreed to extend the maturity date of the loan to March 10, 2024.

Subsequent Events

The Company has evaluated

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

On October 24, 2022,

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

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

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

In addition, the Board of Directors

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

Trent Staggs and Mr.

Al Ferrara for serving as the Chairperson of the Compensation

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

On October 28, 2022,

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

appointment of Mr.

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

the Employment Agreement, Mr.

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

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

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

The CEO Compensation shall be

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

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

Additionally, Mr.

Ballengee shall be eligible

for a discretionary performance bonus.

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

five days’ notice of termination.

Pursuant to the Employment Agreement, Mr.

Ballengee is granted the right to nominate two additional

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

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

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

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

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

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

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

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

6,971,831 shares will

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

of principal owed to JBAH will be cancelled.

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

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

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

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

Ballengee is a beneficiary of, will be disclosed as related

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

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

closed on August 1, 2022).

Subsequent to September 30, 2022, VWFI has raised

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

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

Subsequent to September 30, 2022,

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

On July 25, 2023, a non-affiliated investor loaned

us $ 500,000 under the terms of a 10% Convertible Promissory Note dated July 6, 2023 (the “Investor Note”).

Under the terms

of the Investor Note, the loan is at a 10 % per annum interest rate, matures two years from the date of issuance , and is convertible into

shares of our common stock at $2.50 per share, unless such conversion would cause the investor to own more than 4.9% of our outstanding

common stock.

July 1, 2023, we hired Leslie D.

Patterson to be our Vice President, Operations & Construction.

In this position, Mr.

is in charge of managing the development and operations for our facilities.

In connection with his hiring we signed an Executive Employment

Agreement with Mr.

Under the terms of the Agreement, Mr.

Patterson will receive $ 150,000 in annual salary, shares of our common

stock equal to $ 25,000 annually, and a one-time bonus of shares of our common stock equal to $ 125,000 , payable on the one year anniversary

of his employment.

Patterson is entitled to other bonuses and benefits on par with our general employment policies.

June 26, 2023, our subsidiary VivaVentures Remediation Corp., entered into an RPC Equipment Lease Agreement with Viva Wealth Fund I,

LLC (“VWF”), under which VivaVentures Remediation Corp.

agreed to lease the Remediation Processing Center (“RPC”)

owned by VWF.

VWF previously raised approximately $13.7 million and used the funds to have our subsidiary, RPC Design and Manufacturing,

LLC, build an RPC, which we are now leasing from VWF in exchange for 25% of the gross proceeds from the RPC’s oil extraction production

services, with a minimum $400,000 annual payment beginning nine months after the RPC is fully-operational as defined in the RPC Equipment

Lease Agreement.

On June 20, 2023, we issued a 15% secured promissory note (the “Note”) due as described below, to Al Dali International for Gen.

Trading & Cont.

Co., a company organized under the laws of Kuwait (“DIC”), in the principal amount of up to $ 1,950,000 (the “Principal Amount”).

We are using the proceeds of the Note to relocate, refurbish, and fully install our RPC currently located in Vernal, Utah to DIC’s location in Kuwait.

The installation of this RPC in Kuwait will allow us to perform under the Services Agreement we signed with DIC on December 14, 2021.

As security to secure repayment of the Note, we issued DIC an option to purchase 1,000,000 shares of our common stock at an exercise price of $1.179 per share (the “Option”).

At any time there are amounts due to DIC under the Note, DIC may use the amounts to purchase some or all of the shares under the Option by using the outstanding amounts as payment of the exercise price under the Option.

We also granted DIC a security interest in our Trial Remediation Processing Center that is currently on-site at the DIC facility in Kuwait.

Additionally, we granted DIC a security interest in the RPC.

We will repay the amounts due under the Note from the operations of the RPC.

Under the terms of the Services Agreement, we are entitled to $20 per ton of material processed through the RPC from DIC.

In order to repay the amounts due under the Note, DIC will deduct $12 per ton of material processed from the amounts due to us until all amounts due under the Note have been repaid.

Following an event of default, as defined in the Note, we will be subject to a penalty of $5,000 per day.

Any penalties incurred under the Note will be added to the Principal Amount due and owing under the Note.

May 25, 2023, we

entered into a Consulting Agreement with Matthew Nicosia, our former Chief Executive Officer, Under the terms of the agreement, Mr.

Nicosia is assisting our current Chief Executive Officer regarding transitioning certain projects Mr.

Nicosia was working on to our

new Chief Executive Officer, primarily those operations related to our business in Kuwait and our attempt to sell certain assets

that were impaired as of December 31, 2022.

The agreement is for an initial term of three-months and we are paying Mr.

a total of $ 25,000

in cash and $ 30,000

worth of our common stock.

In May 2023, we entered into a Consulting Agreement with Trent Staggs, one of our former directors.

Under the terms of the agreement, Mr.

Staggs is assisting us with certain permitting and reporting services related to our RPC in Utah.

The agreement is for a term of four months and we are paying Mr.

Staggs a total of $ 48,000 in cash under the terms of the agreement.

May 23, 2023, our subsidiary White Claw Colorado City, LLC (“WCCC”), supplemented an existing Master Agreement (the “Master

Agreement”) with Maxus Capital Group, LLC (“Maxus”), under which Maxus agreed to finance the build-out of our new facility

located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Once the facility is built-out we plan

to put the RPC we lease from VWF at the location and perform oil remediation and wash plant cleaning services.

We expect Maxus to fund

approximately $2.2 million to finance the build-out of the Houston location in the form of a finance lease for the wash plant, and we

will lease the wash plant facility financed by Maxus under the WCCC lease supplement.

We expect our lease payments to Maxus under the

supplement to be approximately $ 57,962 per month over 4 years, with an early buyout option of approximately $ 685,000 or lease-end option

to purchase the facilities for the fair market value.

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

What changed 10-Q

Item 1. Financial Statements