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Item 2. Management’s Discussion and Analysis

2023-07-28 compared with 2022-11-21 · 190 added, 409 removed, 22 unchanged (96% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

This Quarterly

Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)

that reflect management’s current views with respect to future events and financial performance.

These statements are based

upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the

Company’s management.

Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions

and speak only as of the date hereof.

When used herein, the words “anticipate,” “believe,” “estimate,”

“expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,”

“target,” “potential,” “will,” “would,” “could,” “should,” “continue”

or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking

Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties,

assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations

and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove

incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations

reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance,

or achievements.

Except as required by applicable law, including the securities laws of the United States, the Company does not intend

to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance

with accounting principles generally accepted in the United States (“GAAP”).

These accounting principles require us to make

certain estimates, judgments and assumptions.

We believe that the estimates, judgments and assumptions upon which we rely are reasonable

based upon information available to us at the time that these estimates, judgments and assumptions are made.

These estimates, judgments

and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported

amounts of revenues and expenses during the periods presented.

Our financial statements would be affected to the extent there are material

differences between these estimates and actual results.

The following discussion should be read in conjunction with our financial statements

and notes thereto appearing elsewhere in this report.

The forward-looking statements made in this report are based only on events or information

as of the date on which the statements are made in this report.

Except as required by law, we undertake no obligation to update or revise

publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the

statements are made or to reflect the occurrence of unanticipated events.

You should read this report and the documents we refer to in

this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially

different from what we expect.

Although we believe that the expectations reflected

in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance.

urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities

and Exchange Commission (“SEC”).

We undertake no obligation to update or revise forward-looking statements to reflect changed

assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law.

believe that our assumptions are based upon reasonable data derived from and known about our business and operations.

No assurances are

made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly

Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our”

refer to Vivakor, Inc., its wholly owned and majority-owned active subsidiaries, or joint ventures (collectively, the “Company”).

This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that reflect management’s current views with respect to future events and financial performance.

These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management.

Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.

When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.

Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.

Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

These accounting principles require us to make certain estimates, judgments and assumptions.

We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made.

These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.

Our financial statements would be affected to the extent there are material differences between these estimates and actual results.

The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

The forward-looking statements made in this report are based only on events or information as of the date on which the statements are made in this report.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”).

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law.

We believe that our assumptions are based upon reasonable data derived from and known about our business and operations.

No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to Vivakor, Inc., its wholly owned and majority-owned active subsidiaries, or joint ventures (collectively, the “Company”).

Intercompany balances and transactions between consolidated entities are eliminated.

Vivakor has the following wholly and majority-owned

subsidiaries:

Silver Fuels Delhi, LLC (since August 1, 2022), White Claw Colorado City, LLC (since August 1, 2022), Vivaventures Remediation

Corporation, a Texas corporation, Vivaventures Management Company, Inc., Vivaventures Energy Group, Inc.

(99%), Vivaventures Oil Sands,

Inc., Vivasphere, Inc., and Vivakor Middle East, LLC (49%, consolidated).

Vivakor manages and consolidates RPC Design and Manufacturing

LLC, which includes a noncontrolling interest investment from Vivaopportunity Fund, LLC, which is also managed by Vivaventures Management

Company, Inc.

Vivakor has the following wholly and majority-owned subsidiaries:

Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company, RPC Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Vivaventures Remediation Corp., a Texas corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivasphere, Inc., a Nevada corporation, Vivaventures Oil Sands, Inc., a Utah corporation.

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

the 0.05% minority interest in Vivaventures Energy Group, Inc.

is held by a private investor unaffiliated with us.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited Liability Company, a Qatar limited liability company.

Vivakor manages and consolidates RPC Design and Manufacturing LLC, which includes a noncontrolling interest investment from Vivaopportunity Fund, LLC, which is also managed by Vivaventures Management Company, Inc.

Vivakor has common officers with and consolidates Viva Wealth Fund I, LLC.

Business Overview

We are a socially responsible operator, acquirer and developer of clean

energy technologies and environmental solutions.

Our current efforts are primarily focused on soil remediation and owning and operating

crude oil gathering, storage and transportation facilities.

The soil remediation segment of our business specializes in the remediation

of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and other hydrocarbon-based

Our patented process allows us to successfully recover the hydrocarbons which we believe could then be used to produce asphaltic

cement and/or other petroleum-based products.

We are focused on the remediation of contaminated soil and water resulting

from either man-made spills or naturally occurring deposits of oil.

Our primary focus has been the remediation of oil spills resulting

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

We may expand

into other markets, both in Utah and globally, where we believe our technology and services will provide a distinct competitive advantage

over our competition.

Our current focus is on the clean-up of greater than 7% hydrocarbon

contaminated soil located in Kuwait as a result of the Iraqi invasion, and naturally occurring oil sands deposits in Utah.

We have deployed

two RPC units to date including one unit to Kuwait (for which operations were temporarily suspended due to COVID-19) and another to Vernal,

Utah (which is presently operating).

The crude oil gathering, storage and transportation

segment of our business focuses on owning and operating crude oil gathering, storage and transportation facilities.

One of our facilities

sells crude oil in amounts up to 60,000 barrels per month under agreements with a large energy company.

A different facility operates

a 120,000 barrel crude oil storage tank near Colorado City, Texas.

The storage tank is presently connected to the Lotus pipeline system

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

Recent Developments

On April 26, 2022, our

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

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

Pursuant to the Off-Take Agreement, the Company plans to produce

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

HOT will be obligated to purchase from the Company certain

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

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

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

The Off-Take Agreement, sets for

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

The Off-Take Agreement provides for an initial term

of ten years.

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

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

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

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

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

(ii) default by the other party;

or (iii) in connection with occurrence of a

force majeure.

Currently the operations

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

We are not currently producing product toward

the Off-Take Agreement due to these recent developments.

We anticipate that these limitations may be resolved prior to January 31, 2023.

Membership Interest

Purchase Agreement

On June 15, 2022, we

entered into a Membership Interest Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 (the “MIPA”), with

Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability

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

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

whereby, at closing, which occurred on August 1, 2022, the Company acquired all of the issued and outstanding membership interests in

each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company.

price for the Membership Interests is approximately $32.9 million, after post-closing adjustments, paid for by the Company with a combination

of shares of the Company’s common stock, amount equal to 19.99% of the number of issued and outstanding shares of the Company’s

common stock immediately prior to issuance, secured three-year promissory notes made by the Company in favor of the Sellers.

is also subject to unwinding in the event of a breach of a material term of the MIPA, as set forth in the MIPA.

The MIPA contains customary

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

The principal amount

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

equal to the Monthly Free Cash Flow beginning on August 20, 2022, and continuing thereafter on the twentieth (20 th ) calendar

day of each calendar month thereafter, as set forth in the MIPA.

Without in any way limiting

the foregoing, the then outstanding principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will

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

issuance, as set forth in the MIPA.

The obligations of the

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

The timely and full payment

of any and all principal, interest and other amounts due and owing to the Sellers pursuant to the Notes and the other transaction documents

and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder are guaranteed solely

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

SFD operates a crude

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

Under existing agreements,

a subsidiary of a large NYSE traded energy company (the “Purchaser”) is obligated to purchase crude oil from SFD in amounts

up to 60,000 barrels per month.

With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude

oil per month.

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

minimum gross margin of $5.00 per barrel on all quantities of crude oil sold thereunder.

At present, SFD is gathering and selling approximately

1,400 to 1,700 barrels of crude oil on a daily basis.

Additionally, the acquisition of SFD would provide the Company with the infrastructure

needed to place a Remediation Processing Machine (“RPC”) to clean soil which has been contaminated by hydrocarbons as well

as tank bottom sludge.

Management believes SFD’s location in the heart of the Smackover formation would provide the Company with

access to significant amounts of tank bottom sludge and contaminated soil.

WCCC operates a 120,000

barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

The storage tank is presently connected

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

Under the terms of an

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

As with SFD, WCCC would provide the Company

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

which exists in the Permian Basin.

Resignation of Chief Executive Officer and Chairman of the Board

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.

Appointment of

Chief Executive Officer and Chairman of the Board;

Note Amendment Agreement

On October 28, 2022, we entered into an

executive employment agreement with James Ballengee (the “Employment Agreement”) with respect to our appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the Board.

Pursuant to the Employment Agreement, Mr.

Ballengee will receive

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.

Pursuant to the Employment Agreement, Mr.

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, we

entered into an agreement with the Sellers amending the Notes (the “Note Amendment”), whereby, as soon as is practicable,

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

Capital Market or other restrictions, we will issue 7,042,254 restricted shares of our common stock (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.

No later than thirty

(30) days following the date the Note Payment and the Note Payment Shares are approved by our shareholders, we shall use our reasonable

best efforts to prepare and file with the SEC, a registration statement on Form S-1 or any other available form (the "Registration

Statement") for an offering of the Note Payment Shares to be made on a continuous basis pursuant to Rule 415 of the Securities Act.

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.

Vivakor, Inc.

is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as, related environmental solutions.

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

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

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

The storage tank is presently connected to the Lotus pipeline system and we plan to further connect the tank to major pipeline systems.

Our soil remediation services specialize in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and other hydrocarbon-based substances utilizing our Remediation Processing Centers (RPCs).

Our patented process allows us to successfully recover the hydrocarbons which we believe could then be used to produce asphaltic cement and/or other petroleum-based products.

We are currently focusing our soil remediation efforts on our project in Kuwait and our upcoming project in the Houston, Texas area.

Reclassifications

Certain reclassifications may have been made to prior years’ amounts to conform to the 2023 presentation.

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.

Our Kuwait operations were suspended to comply

with the social distancing measures implemented in Kuwait.

Our Utah operations were temporarily suspended from March through May 2020,

but have since resumed in full.

We have experienced supply chain disruptions in building our Remediation Processing Centers (“RPC”)

and completing certain refurbishment on our precious metal extraction machines.

Kuwait has allowed for the Company to obtain site personnel

visas to recommence operations.

These suspensions have had a negative impact on our business and there can be no guaranty that we will

not need to suspend operations again in the future as a result of the pandemic.

In March 2020 we temporarily suspended operations in Kuwait and Utah due to COVID-19 government restrictions.

Utah and Kuwait have since resumed site preparations for operations.

We have experienced supply chain disruptions in building our Remediation Processing Centers (“RPC”) and completing certain refurbishment on our precious metal extraction machines.

These suspensions have had a negative impact on our business and there can be no guaranty that we will not need to suspend operations again in the future as a result of the pandemic.

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 in the long-term, 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.

Results of Operations for the Three and Nine

Months ended September 30, 2022 and 2021

For the three months ended September 30, 2022

and 2021 we realized revenues of $11,756,975 and $965,757, respectively, representing an increase of $10,800,218 or 1,118.32%.

nine months ended September 30, 2022 and 2021 we realized revenues of $11,765,975 and $1,082,757, respectively, representing an increase

of $10,683,218 or 986.67%.

The increase in revenue is primarily attributed to our oil and natural gas liquid sales which have been realized

through the operations from our newly acquired businesses in SFD and WCCC, which were acquired through our business combination, which

closed on August 1, 2022.

For the three and nine months ended September 30, 2021, approximately 99% of our revenues were realized from

precious metal sales from our business plan of buying and selling precious metal commodities on the open market during the COVID-19 pandemic

while our remediation operations were shut down or delayed.

These precious metals were acquired for immediate resale, with us acting as

intermediary and never keeping an inventory of precious metals.

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 in the long-term, 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.

Recent Developments

conjunction with our Services Agreement we signed with DIC on December 14, 2021, 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”).

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

The installation of this RPC in Kuwait will allow us to perform under the Services Agreement.

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.

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.

Lease and Financing

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.

Hiring Vice President, Operations and Construction

On July 1, 2023, we hired Leslie D.

Patterson to be our Vice President, Operations & Construction.

In this position, Mr.

Patterson 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.

Consulting Agreements

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.

was working on to our new Chief Executive Officer, primarily those operations related to our business in Kuwait and our attempt to

sell some operations that we have impaired.

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

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.

Promissory Note

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.

Results of Operations for the Three Months ended March 31, 2023 and 2022

For the three months ended March 31, 2023 and 2022 we realized revenues of $15,544,872 and none, respectively, representing an increase of $15,544,872 or 100%.

The increase in revenue is primarily attributed to our oil and natural gas liquid sales which have been realized through the operations from SFD and WCCC, which were acquired through our business combination, which closed on August 1, 2022.

Cost of Revenue

For the nine months ended September 30, 2022,

our cost of revenues consisted primarily of costs associated with selling oil and natural gas liquid through the operations from our newly

acquired businesses in SFD and WCCC, which were acquired through our business combination which closed on August 1, 2022.

months ended September 30, 2021, our cost of revenues consisted primarily of costs associated with selling our precious metals on the

open market and precious metal commodity broker fees.

For the three months ended September 30, 2022

and 2021 costs of revenue were $10,536,628 and $938,226, respectively, representing an increase of $9,598,402 or 1,023.04%.

months ended September 30, 2022 and 2021 costs of revenue were $10,536,628 and $1,050,676, respectively, representing a increase of $9,485,952

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our oil and natural gas liquid sales

realized through the operations from our newly acquired businesses in SFD and WCCC, which were acquired through our business combination,

which closed on August 1, 2022.

For the three months ended March 31, 2023, our cost of revenues consisted primarily of costs associated with selling oil and natural gas liquid through the operations from our newly acquired businesses in SFD and WCCC, which were acquired through our business combination which closed on August 1, 2022.

For the three months ended March 31, 2023 and 2022 costs of revenue were $14,031,714 and none, respectively, representing an increase of $14,031,714 or 100%.

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our oil and natural gas liquid products realized through the operations from our newly acquired businesses in SFD and WCCC, which were acquired through our business combination, which closed on August 1, 2022.

Gross Profit and Gross Margin

For the three months ended September 30, 2022

and 2021 we realized gross profit of $1,229,347 and $27,531, respectively, representing an increase of $1,201,816 or 4,365.32%.

nine months ended September 30, 2022 and 2021 we realized gross profit of $1,229,347 and $32,081, respectively, representing an increase

of $1,197,266 or 3,732.01%.

For the nine months ended September 30, 2022, the gross profit increased in proportion to the revenue and

costs of revenue related to the purchase and sale of oil and natural gas liquid.

For the nine months ended September 30, 2021, the gross

profit increased in proportion to the revenue and costs of revenue related to the purchase and sale of precious metals as described above.

For the three months ended March 31, 2023 and 2022 we realized gross profit of $1,513,158 and none, respectively, representing an increase of $1,513,158 or 100%.

For the three months ended March 31, 2023, the gross profit increased in proportion to the revenue and costs of revenue related to the purchase and sale of our oil and natural gas liquid products.

Operating Expenses

For the three months ended September 30, 2022

and 2021, we realized operating expenses of $3,543,526 and $1,433,548, which represents an increase of $2,109,978, or 147.19%.

nine months ended September 30, 2022 and 2021, we realized operating expenses of $9,023,490 and $5,299,296, which represents an increase

of $3,724,194, or 70.28%.

The increase in our operating expenses was mainly attributed to accrued signing bonuses and employee stock options

that were issued related to the executive employment agreements entered into in June 2022 after the Company’ successful underwritten

public offering of gross proceeds of $8.0 million and uplist to Nasdaq in February 2022.

Whereas prior to the underwritten public offering

and uplist to Nasdaq, the executive employment agreements had no signing bonuses, paid the executives $50,000 per year, and only one executive

had a stock option grant.

Although the executives are currently accruing substantial portions of their wages and signing bonuses to assist

the Company, the new employment agreements issued stock options to all executives, increased annual wages for all executives.

nine months ended September 30, 2022 and 2021 company has paid or accrued employee cash compensation of $599,067 and $101,568, which represents

an increase of $497,499, or 489.82%.

For the nine months ended September 30, 2022 and 2021, we realized employee stock option expense

of $2,185,615 and $334,584, which represents an increase of $1,851,031, or 553.23% increase.

Other income and expense

For the three months ended September 30, 2022

and 2021, other income (expense) was $567,724 and $(2,712,825), which represents an increase of $3,280,099, or 120.91%.

The increase is

mainly attributed to an unrealized gain (loss) of $1,074,290 and $(2,481,175) on marketable securities, which represents an increase of

$3,555,465, or 143.30% in marketable securities.

For the nine months ended September 30, 2022 and 2021, other income (expense) was $94,140

and $722,350, which represents a decrease of $628,210, or 86.97%.

The decrease in other income is mainly attributed to unrealized gains

of $661,101 and 1,253,100 on marketable securities, which represents a decrease of $591,999, or 47.24% in marketable securities.

securities were accounted for at a fair value based on the quoted prices in the active markets and fluctuate based on market prices of

the securities.

Provision for income tax

The Company recorded an income tax provision of

none and $723,911 for the three months ended September 30, 2022 and 2021, respectively, representing a decrease of $723,911 or 100%.

Company recorded an income tax provision of $800 and none for the nine months ended September 30, 2022 and 2021, respectively, representing

a decrease of $800 or 100%.

The effective tax rate as of September 30, 2022 and 2021 was (0.01)% and 9.18%.

The difference in effective

tax rate was primarily due to the decrease in unrealized gains on marketable securities for the nine months ended September 30, 2022 and

The following table sets forth the primary sources

and uses of cash and cash equivalents for the nine months ended September 30, 2022 and 2021 as presented below:

September 30,

For the three months ended March 31, 2023 and 2022, we realized operating expenses of $2,638,030 and $1,879,364, which represents an increase of $758,666, or 40.37%.

The increase in operating expenses is attributed to the following:

For the three months ended March 31, 2023 and 2022, we realized amortization and depreciation expense of $784,520 and $375,218, which represents an increase of $409,302 or 109.08%.

The increase in amortization and depreciation expense is primarily attributed to the amortization of our newly acquired contracts and depreciation from our newly acquired property, plant and equipment held by SFD and WCCC, which were acquired through our business combination, which closed on August 1, 2022.

New management and board of director compensation agreements were entered into in June 2022, October 2022, and January 2023.

New compensation agreements were entered into as a result of previous executive management being significantly undercompensated prior to the underwritten public offering and uplist to Nasdaq in 2022.

In order to retain management and the board of directors for the two then executives.

In October 2022 our previous CEO resigned, and we entered into an employment agreement with our current CEO, where the CEO salary increased from $375,000 to $1,000,000 annually, but it is only payable in common stock of the Company.

In March 2023, the Compensation Committee set the new compensation for new independent directors, which replaced recently resigned independent Board members, which included prorated annual cash payments of $50,000 ($60,000 if a committee chair), $50,000 paid in our Common Stock, and 50,000 shares of our Common Stock, which is to be granted immediately.

Interest expense

For the three months ended March 31, 2023 and 2022, we realized interest expense of $1,205,669 and $91,965, which represents an increase of $1,113,704, or 1,211.01%.

The increase in interest expense is mainly attributable the $28,664,284 in notes payable issued as consideration for our newly acquired entities, SFD and WCCC, which were acquired through our business combination, which closed on August 1, 2022.

The notes accrue interest of prime plus 3% on the outstanding balance of the notes.

Unrealized loss on marketable securities

For the three months ended March 31, 2023 and 2022, we reported an unrealized gain (loss) of $(495,826) and 1,239,566, which represents a decrease of $1,735,392, or 140.00%.

Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains or losses as noted above.

The following table sets forth the primary sources and uses of cash and cash equivalents for the three months ended March 31, 2023 and 2022 as presented below:

Net cash used in operating activities

$ (3,452,980 )

$ (2,553,026 )

Net cash used in investing activities

1 unchanged sentence

Liquidity and Capital Resources

We have historically suffered net losses and cumulative negative cash flows from operations and, as of March 31, 2023 and December 31, 2022, we had an accumulated deficit of approximately $57.7 million and $55.2 million.

As of March 31, 2023 and December 31, 2022, we had an working capital deficit of approximately $6.44 million and $3.77 million, respectively.

As of March 31, 2023 and December 31, 2022, we had cash and cash equivalents of $2,699,919 and $3,182,793, with $204,714 and $81,607 attributed to variable interest entities, respectively.

To date we have financed our operations primarily through debt financing, private equity offerings and our working interest agreements, although on February 14, 2022, the Company closed an underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate net proceeds of $6.2 million, after deducting underwriting discounts, commissions, and other offering expenses.

The Company’s Common Stock began trading on the Nasdaq Capital Market under the symbol “VIVK”.

For the three months ended March 31, 2023 and 2022, our net cash used in operating activities was mainly comprised of net effect of the consolidated net loss of $2,817,167 and $726,035, our depreciation and amortization of $784,520 and $375,218, a decrease in accounts receivable of $1,191,512 and none, a decrease in accounts payable of $1,775,681 and none.

For the three months ended March 31, 2023 and 2022, we were also able to issue stock for services of none and $427,500, and stock-based compensation employees of none and $111,528 in lieu of using cash.

We also realized interest expense on loans and notes payable of $1,205,669 and $91,965, and an unrealized loss of $495,826 and unrealized gain of $1,239,566 on marketable securities as described above.

For the three months ended March 31, 2023 and 2022, our net cash used in investing activities was mainly attributed to our purchase of equipment of $883,819 and $206,298 related to the manufacturing of our RPCs and a wash plant facilities.

Our net cash provided by our financing activities was mainly attributed to the net effect of the following events:

For the three months ended March 31, 2023 and 2022, and we received proceeds of $2,333,797 and $427,496 related to the issuance of notes and other loans.

We also received proceeds of $6,240,000 from our February 14, 2022 underwritten public offering of 1,600,000 shares of common stock.

For the three months ended March 31, 2023 and 2022, we paid down notes payable by $367,727 and $114,945 and made distributions to Viva Wealth Fund I, LLC unit holders of $289,002 and $135,950.

We have historically suffered net losses and cumulative

negative cash flows from operations and, as of September 30, 2022 and 2021, we had an accumulated deficit of approximately $42.8 million

and $33.1 million.

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

we had cash and cash equivalents of $4,521,791 and $1,493,719, with $147,865 and $199,952 attributed to variable interest entities, respectively.

To date we have financed our operations primarily

through debt financing, private equity offerings and our working interest agreements, although on February 14, 2022, the Company closed

an underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate

gross proceeds of $8.0 million, prior to deducting underwriting discounts, commissions, and other offering expenses.

The Company's

Common Stock began trading on the Nasdaq Capital Market under the symbol “VIVK”.

For the nine months ended September 30, 2022 and

2021, our net cash used in operating activities was driven by the consolidated net loss of $7,716,919 and 4,544,865, including expense

related amortization and depreciation expense, stock options issued for services, and the increase in stock-based compensation as described

For the nine months ended September 30, 2022 and

2021, our net cash used in investing activities was mainly attributed to our purchase of equipment of $1,807,140 and $2,260,458 related

to the manufacturing of our RPC plants.

For the nine months ended September 30, 2022 and

2021, our net cash provided by our financing activities was mainly attributed to proceeds of $3,177,622 and $8,033,407 related to the

issuance of convertible bridge notes and other loans, and from the proceeds of $6,240,000 from our February 14, 2022 underwritten public

offering of 1,600,000 shares of common stock.

We made distributions to noncontrolling interests of $593,087 and none for the nine months

ended September 30, 2022 and 2021.

We also made payments on notes payable of $534,111 and $374,065 for the nine months ended September

30, 2022 and 2021.

negative cash flows from operations, and as of March 31, 2023, we had an accumulated deficit of approximately $57.7 million.

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 statements.

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.

We believe 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.

Capitalized interest on construction in process was $237,978 and $488,014 for the three months ended March 31, 2023 and 2022.

There are no further existing firm obligations;

however we anticipate further construction costs of approximately $2.5 million in connection with our construction in process of our current

Our ability to continue to access capital could

be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our

potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in

the financial position of lenders that might make them unable to meet their obligations to us.

If we cannot generate or raise capital

through scaled up operations of our sites, or from further public or private debt financings, equity offerings, or other means, our ability

to grow our business may be negatively affected.

We believe the liquid assets of the Company give

it adequate working capital to finance our day-to-day operations for at least twelve months through November 2023.

however, we anticipate further construction costs of approximately $1 million in connection with our construction of our washplant facilities;

and construction for each Nanosponge costs approximately $200,000, and we intend to manufacture and add a Nanosponge to our current and future RPCs.

Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us.

If we cannot raise capital through public or private debt financings, equity offerings, or other means, our ability to grow our business may be negatively affected.

In such case, we may need to suspend site and plant construction or further acquisitions until market conditions improve.

Contractual Obligations

Our contractual obligations as of September 30,

2022 for finance lease liabilities are for the sale and leaseback of certain land, property, plant, and equipment that were acquired in

the closing of our business combination, which acquired SFD and WCCC on August 1, 2022, which leases end in 2025 and 2026.

Finance lease

obligations as of September 30, 2022 are as follows:

Our contractual obligations as of September 30,

2022 for operating lease liabilities are for office and warehouse space, which leases end in 2024 and 2025.

Operating lease obligations

as of September 30, 2022 are as follows:

Our contractual obligations as of March 31, 2023 for finance lease liabilities are for the sale and leaseback of certain land, property, plant, and equipment that were acquired in the closing of our business combination, which acquired SFD and WCCC on August 1, 2022, which leases end in 2025 and 2026.

Finance lease obligations as of March 31, 2023 are as follows:

Our contractual obligations as of March 31, 2023 for operating lease liabilities are for office and warehouse space, which leases end in 2024 and 2025, and a land lease which ends in 2042.

Operating lease obligations as of March 31, 2023 are as follows:

Interest Rate and Market Risk

Interest Rate Risk

Interest rate risk is the potential for reduced

net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates.

We do not have variable

interest rate-sensitive income agreements.

We do have financing arrangements that were issued on August 1, 2022 as consideration for the

business combination and acquisition of SFD and WCCC, in which the three year notes have variable interest rates based on the prime rate,

which exposes us to further interest expense if the prime rate increases.

We believe that the LIBOR is being phased out globally and do

not have any financings with variable interest rates based on the LIBOR.

Interest rate risk is the potential for reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates.

We do not have variable interest rate-sensitive income agreements.

We do have financing arrangements that were issued on August 1, 2022 as consideration for the business combination and acquisition of SFD and WCCC, in which the three year notes have variable interest rates based on the prime rate, which exposes us to further interest expense if the prime rate increases.

We believe that the LIBOR is being phased out globally and do not have any financings with variable interest rates based on the LIBOR.

Market Risk - Equity Investments

Market risk is the potential for loss arising

from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments

as a result of changes in interest rates or other factors.

Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors.

We own equity securities that are publicly traded.

Because the fair value of

these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss.

Equity investments are

approved, monitored, and evaluated by members of management.

Prolonged periods of slow growth, significant

inflationary pressures, volatility and disruption in financial markets, could lead to increased costs of doing business.

Inflation generally

will cause suppliers to increase their rates, and inflation may also increase employee salaries and benefits.

In connection with such

rate increases, we may or may not be able to increase our pricing to consumers.

Inflation could cause both our investment and cost of

revenue to increase, thereby lowering our return on investment and depressing our gross margins.

Because the fair value of these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss.

Equity investments are approved, monitored, and evaluated by members of management.

Prolonged periods of slow growth, significant inflationary pressures, volatility and disruption in financial markets, could lead to increased costs of doing business.

Inflation generally will cause suppliers to increase their rates, and inflation may also increase employee salaries and benefits.

In connection with such rate increases, we may or may not be able to increase our pricing to consumers.

Inflation could cause both our investment and cost of revenue to increase, thereby lowering our return on investment and depressing our gross margins.

Off Balance Sheet Arrangements

Critical Accounting Policies & Use of Estimates

There have been no material

changes to our critical accounting policies and the use of estimates from these disclosures reported in the Amendment No.

1 to our Annual

Report on Form 10-K/A for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on May 2, 2022.

August 1, 2022, we closed a Membership Interest Purchase Agreement (“MIPA”), with Jorgan Development, LLC, and JBAH Holdings,

LLC, 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 (the “Membership Interests”),

making SFD and WCCC wholly owned subsidiaries of the Company.

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 related to this business combination at September 30, 2022.

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.

With the close of the MIPA on August 1,

2022, we adopted ASU No.

2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,

which was issued by FASB 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 does not

believe this pronouncement will materially impact our consolidated financial statements.

There have been no material changes to our critical accounting policies and the use of estimates from these disclosures reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission on May 25, 2023.

Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required

to provide the information required by this Item.

As a smaller reporting company, we are not required to provide the information required by this Item.

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 2. Management’s Discussion and Analysis