What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-20 compared with 2023-08-21 · 513 added, 624 removed, 72 unchanged (94% of the section changed)

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

and cash equivalents

and cash equivalents attributed to variable interest entity

receivable- related party

VIVAKOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

and equipment, net

of use assets- operating leases

agreements, net

property, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

payable and accrued expenses- related parties

lease liabilities, current

and notes payable, current

and notes payable, current- related parties

and notes payable, current attributed to variable interest entity

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

debt (working interest royalty programs), current

Cash and cash equivalents

Cash and cash equivalents attributed to variable interest entity

Accounts receivable

Accounts receivable- related party

Prepaid expenses

Marketable securities

Total current assets

Other investments

Property and equipment, net

Right of use assets- operating leases

License agreements, net

Intellectual property, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

lease liabilities, long term

and notes payable, long term

and notes payable, long term- related parties

and notes payable attributed to variable interest entity- related party

debt (working interest royalty programs)

Stockholders’

preferred stock, $ 0.001 par value;

Accounts payable and accrued expenses

Accounts payable and accrued expenses- related parties

Accrued compensation

Operating lease liabilities, current

Finance lease liabilities, current

Loans and notes payable, current

Loans and notes payable, current- related parties

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

Operating lease liabilities, long term

Finance lease liabilities, long term

Loans and notes payable, long term

Loans and notes payable, long term- related parties

Loans and notes payable attributed to variable interest entity- related party

Long-term debt (working interest royalty programs)

Total liabilities

Stockholders’ equity:

Convertible preferred stock, $ 0.001 par value;

3,400,000 shares authorized, none outstanding

stock, $ 0.001

Common stock, $ 0.001 par value;

41,666,667 shares authorized;

were issued and outstanding as of June 30, 2023 and December 31, 2022, respectively (1)

paid-in capital

stock, at cost

Vivakor, Inc.

stockholders’ equity

Noncontrolling

18,219,582 and 18,064,838 were issued and outstanding as September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

Treasury stock, at cost

Accumulated deficit

Total Vivakor, Inc.

stockholders’ equity

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.

Organization and Basis of Presentation for additional information.

accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS

revenue - third parties

revenue - related party

and marketing

and administrative

and depreciation

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Product revenue - third parties

Product revenue - related party

Total revenues

Cost of revenues

Operating expenses:

from operations

income (expense):

gain (loss) on marketable securities

on disposition of asset

expense- related parties

Sales and marketing

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

before provision for income taxes

for income taxes

Unrealized gain (loss) on marketable securities

Gain on disposition of asset

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

loss attributable to Vivakor, Inc.

and diluted net loss per share (1)

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.

Organization and Basis of Presentation for additional information.

accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Net loss attributable to Vivakor, Inc.

Basic and diluted net loss per share

Basic weighted average common shares outstanding

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Non-controlling

Stockholders’

31, 2023 (unaudited)

Distributions

to noncontrolling interest

of noncontrolling interest for a reduction of debt

Non-qualified

stock options issued with debt

30, 2023 (unaudited)

Total Stockholders’

June 30, 2023 (unaudited)

Issuance of common stock for a reduction of liabilities

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

Stock based compensation

September 30, 2023 (unaudited)

Preferred Stock

Non-controlling

Stockholders’

Distributions

to noncontrolling interest

of noncontrolling interest for a reduction of debt

Non-qualified

stock options issued with debt

30, 2023 (unaudited)

Total Stockholders’

December 31, 2022

Issuance of common stock for a reduction of liabilities

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

Non-qualified stock options issued to third party

Stock based compensation

September 30, 2023 (unaudited)

Preferred Stock

Non-controlling

Stockholders’

31, 2022 (unaudited)

options issued for services

based compensation

Distributions

to noncontrolling interest

of noncontrolling interest for a reduction of debt

30, 2022 (unaudited)

Total Stockholders’

June 30, 2022 (unaudited)

Common Stock issued for stock awards

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

Stock options issued for services

Stock based compensation

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

September 30, 2022 (unaudited)

Preferred Stock

Non-controlling

Stockholders’

Stock issued for a reduction of liabilities

of Series A Preferred Stock to Common Stock

Stock issued for cash

stock issued for fractional shares from reverse stock split

options issued for services

based compensation

Distributions

to noncontrolling interest

of noncontrolling interest for a reduction of debt

30, 2022 (unaudited)

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

Total Stockholders’

December 31, 2021 (1)

Common Stock issued for stock awards

Common Stock issued for a reduction of liabilities

Conversion of Series A Preferred Stock to Common Stock

Common Stock issued for cash

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

September 30, 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.

accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

and amortization

of accounts payable

Non-qualified

stock options issued to third party

loss- marketable securities

in operating assets and liabilities:

of use assets- finance leases

of use assets- operating leases

lease liabilities

payable and accrued expenses

on notes receivable

on notes payable

cash used in operating activities

from notes receivable

on costs of patents

from disposal of equipment

cash used in investing activities

Payment on finance lease liabilities

of long-term debt

from loans and notes payable

from loans and notes payable- related party

from sale of common stock

of notes payable

of notes payable- related party

Distributions

to noncontrolling interest

cash provided by financing activities

increase (decrease) in cash and cash equivalents

AND CASH EQUIVALENTS, BEGINNING OF PERIOD

AND CASH EQUIVALENTS, END OF PERIOD

CASHFLOW INFORMATION:

paid during the year for:

transactions :

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

stock issued for a reduction in liabilities

Noncontrolling

interest issued for a reduction in liabilities

interest on construction in process

payable on purchase of equipment

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

OPERATING ACTIVITIES:

Consolidated net loss

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

Depreciation and amortization

Forgiveness of liabilties

Common stock options issued for services

Stock-based compensation

Unrealized (gain)/loss- marketable securities

Gain on disposal of asset

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Right of use assets- finance leases

Right of use assets- operating leases

Operating lease liabilities

Accounts payable and accrued expenses

Interest on notes receivable

Interest on notes payable

Net cash used in operating activities

INVESTING ACTIVITIES:

Proceeds from notes receivable

Acquisition of assets

Proceeds from disposal of equipment

Purchase of equipment

Net cash used in investing activities

FINANCING ACTIVITIES:

Payment on financing lease liabilities

Proceeds from loans and notes payable

Proceeds from loans and notes payable- related party

Proceeds from sale of common stock

Payment of notes payable

Payment of notes payable- related party

Distributions to noncontrolling interest

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

SUPPLEMENTAL CASHFLOW INFORMATION:

Cash paid during the year for:

Noncash transactions :

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

Common stock issued for a reduction in liabilities

Accounts payable on purchase of equipment

Noncontrolling interest issued for a reduction in liabilities

Capitalized interest on construction in process

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

Non-qualified stock options issued with debt

accompanying notes to consolidated financial statements

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

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.

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.

March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic.

to the devastating effects on human life, the pandemic 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

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.

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.

Financial Information

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.

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 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.

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.

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.

operating results for the three months ended June 30, 2023 are not necessarily indicative of the results expected for the full year

ending December 31, 2023.

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.

During the six months ended June 30, 2023, the Company entered into an agreement to move the Vernal RPC 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 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 six months ended June 30, 2023.

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.

Assets and Goodwill :

account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC

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 and nine months ended September 30, 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.

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.

During the nine months ended September 30, 2023, the Company entered into an agreement to move the Vernal RPC 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 further delayed scaled operations.

The Company evaluated these events, and determined that there was no trigger event, and therefore there was no impairment incurred during the nine months ended September 30, 2023.

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”).

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

As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred

to as impairment indicators or triggers):

(a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant

adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition.

adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including

an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected

for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with

a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of

a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold

or otherwise disposed of significantly before the end of its previously estimated useful life.

The term more likely than not refers to

a level of likelihood that is more than 50 percent.

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

for the three months ended June 30, 2023.

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 six months ended June 30, 2023, our sales consist of storage services and the sale of crude oil or like

For the six months ended June 30, 2023, disaggregated revenue by customer type was as follows:

$ 22,694,272 in crude oil

sales and $ 5,105,021 in product related to natural gas liquids sales.

Party Revenues

sell 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 six months ended June 30, 2023 was $ 6,370,302 .

Customers and Concentration of Credit Risk

Company has two major customers, which account for approximately 100 % of the balance of accounts receivable as of June 30, 2023

and December 31, 2022.

costs are expensed as incurred.

The Company did no t incur advertising expense for the six months ended June 30, 2023 and 2022.

Income/Loss Per Share

net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided by

the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

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

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

Potential dilutive instruments as

of June 30, 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 issued 1,000,000 of free standing stock options to a third

party in a bundled transaction with debt during the six months ended June 30, 2023.

The Company also has a warrant outstanding

to purchase 80,000 shares of common stock as of June 30, 2023.

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.

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.

(c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

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

We performed an analysis and assessed no triggering event has occurred, and no impairment for the nine months ended September 30, 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 nine months ended September 30, 2023, our sales consist of storage services and the sale of crude oil or like products.

For the nine months ended September 30, 2023, disaggregated revenue by customer type was as follows:

$ 35,564,821 in crude oil sales and $ 8,118,549 in product related to natural gas liquids sales.

Related Party Revenues

We sell 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 nine months ended September 30, 2023 and 2022 was $ 9,834,095 and $ 2,883,870 .

Major Customers and Concentration of Credit Risk

The Company has two major customers, which account for approximately 97 % of the balance of accounts receivable as of September 30, 2023 and December 31, 2022.

Advertising Expense

Advertising costs are expensed as incurred.

The Company did no t incur advertising expense for the nine months ended September 30, 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, 2023 and December 31, 2022 include the following:

convertible notes payable convertible into approximately 214,560 and 14,560 shares of common stock, stock options and unissued stock awards granted to current or previous employees of 2,590,968 and 1,421,760 shares of common stock, stock options and unissued awards granted to Board members or consultants of 680,274 and 395,139 shares of common stock.

The Company issued free standing stock options to purchase 1,000,000 shares of our common stock to a third party in a bundled transaction with debt during the nine months ended September 30, 2023 (see Note 9).

The Company also has a warrant outstanding to purchase 80,000 shares of common stock as of September 30, 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 investments, lease assets and liabilities, valuation of stock used to acquire assets, derivatives, and fair values of the

intangible assets and goodwill related to business combinations.

our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results

may ultimately differ from these estimates and assumptions.

Value of Financial Instruments

Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC

820”), for assets and liabilities measured at fair value on a recurring basis.

ASC 820 establishes a common definition for fair

value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes

a framework for measuring fair value, and expands disclosure about such fair value measurements.

The adoption of ASC 820 did not have

an impact on the Company’s financial position or operating results but did expand certain disclosures.

820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

Additionally, ASC 820 requires the use of valuation techniques that maximize the

use of observable inputs and minimize the use of unobservable inputs.

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 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.

Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s

(“FASB”) accounting standard for such instruments.

Under this standard, financial assets and liabilities are classified in

their entirety based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts reported in

the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical

assets in active markets.

The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current

assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these

The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective

maturity dates or durations.

have historically suffered net losses and cumulative negative cash flows from operations, and as of June 30, 2023, we had an

accumulated deficit of approximately 59,549,046 $59.5 million.

As of June 30, 2023 and December 31, 2022, we had a working

capital deficit of approximately $ 8.3 million and $ 3.7 million, respectively.

As of June 30, 2023 we had cash of approximately

$ 2.6 million.

In addition, we have obligations to pay approximately $15.4 million (of which approximately $13.2 million can be

satisfied through the issuance of our common stock under the terms of the debt) of debt in cash within one year of the issuance of these financial statements.

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 us adequate working capital to finance our day-to-day operations for at least twelve months through

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.

cannot provide any assurance that the Company will raise additional capital if needed.

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.

We have historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2023, we had an accumulated deficit of approximately 62,066,420 $62.1 million.

As of September 30, 2023 and December 31, 2022, we had a working capital deficit of approximately $ 19 million and $ 3.7 million, respectively.

Subsequent to September 30, 2023, $ 10 million of the working capital deficit was paid with an issuance of common stock for a reduction in noted payable to a related party, of which our CEO is a beneficiary (see Note 12).

As of September 30, 2023, we had cash of approximately $ 1.2 million, and we had obligations to pay approximately $14.4 million (of which approximately $10 million was satisfied through the issuance of our common stock under the terms of the debt subsequent to September 30, 2023 (see Note 12)) 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 us adequate working capital to finance our day-to-day operations for at least twelve months through November 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

of June 30, 2023 and December 31, 2022 trade accounts receivable of $ 150,189 and $ 948,352 are with a vendor of which our CEO is a beneficiary.

As of September 30, 2023 and December 31, 2022, accounts receivable with related parties was $ 174,083 and $ 948,352 and is made up of the following:

As of September 30, 2023 and December 31, 2022, trade accounts receivable of $ 112,083 and $ 948,352 are with a vendor of which our CEO is a beneficiary.

In 2023 we began subleasing office space to a tenant where the officers of WealthSpace, LLC, Fund Manager of Viva Wealth Fund I, LLC, also manage the tenant of our sublease.

The tenant owes rent of $ 62,000 to the Company as of September 30, 2023.

Property and Equipment

following table sets forth the components of the Company’s property and equipment at June 30, 2023 and December 31, 2022:

The following table sets forth the components of the Company’s property and equipment at September 30, 2023 and December 31, 2022:

Schedule of property and equipment, net

lease- Right of use assets

Plant Facilities

Processing Unit 1

Processing Unit 2

Processing Unit System A

Processing Unit System B

the six months ended June 30, 2023 and 2022 depreciation expense was $ 74,302 and $ 195,387 .

For the six months ended June 30,

2023 and 2022 capitalized interest to equipment from debt financing was $ 589,775 and $ 256,235 .

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.

operations surrounding our precious metals extraction services were temporarily suspended until 2022, although due to these suspended

activities and a shift in 2022 of the Company’s focus to the oil and gas industry, we realized an impairment loss of $ 6,269,998

surrounding the extraction machinery for the year ended December 31, 2022.

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 .

September 30,

Office furniture

Finance lease- Right of use assets

Construction in process:

Wash Plant Facilities

Cavitation device

Remediation Processing Unit 1

Remediation Processing Unit 2

Remediation Processing Unit System A

Remediation Processing Unit System B

Total fixed assets

For the nine months ended September 30, 2023 and 2022 depreciation expense was $ 111,452 and $ 500,352 .

For the nine months ended September 30, 2023 and 2022 capitalized interest to equipment from debt financing was $ 735,919 and $ 499,537 .

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 2022, although due to these suspended activities and a shift in 2022 of the Company’s focus to the oil and gas industry, we 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 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.

was no impairment loss during the six months ended June 30, 2023.

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 nine months ended September 30, 2023.

Intellectual Property, Net and Goodwill

following table sets forth the components of the Company’s intellectual property at June 30, 2023 and December 31, 2022:

The following table sets forth the components of the Company’s intellectual property at September 30, 2023 and December 31, 2022:

Schedule of components of intellectual property

Technology patents

crude oil contracts

Intellectual property

changes in the carrying amount of goodwill are as follows:

September 30,

Extraction Technology patents

Extraction Technology

Acquired crude oil contracts

Total Intellectual property

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

Schedule of goodwill

June 30, 2023

were no changes in goodwill for the six months ended June 30, 2023.

August 1, 2022, the Company closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development,

LLC, and JBAH Holdings, LLC, as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”)

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

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

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

hired a valuation expert who performed a valuation study to calculate the fair value of the acquired assets, assumed liabilities and

January 1, 2021

September 30, 2023

There were no changes in goodwill for the nine months ended September 30, 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 $ 14,984,768 and $ 16,788,760 on August 1, 2022.

expense for the six months ended June 30, 2023 and 2022 was $ 1,202,340 and $ 738,426 .

Amortization expense for the nine months ended September 30, 2023 and 2022 was $ 2,157,993 and $ 1,553,198 .

Accounts Payable and Accrued Expenses

payable and accrued expenses consist of the following:

Accounts payable and accrued expenses consist of the following:

Schedule of accounts payable and accrued expenses

access deposits

interest (various notes and loans payable)

interest (working interest royalty programs)

tax penalties and interest

payable and accrued expenses

payable- related parties

interest (notes payable)- related parties

payable and accrued expenses

of June 30, 2023 and December 31, 2022, our accounts payable are primarily made up of trade

payables for the purchase of crude oil .

Trade accounts payables in the amount of $ 2,999,734

and $ 4,000,681 is with a vendor who our CEO is a beneficiary of.

As of June 30, 2023 and December 31, 2022, $ 234,478 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.

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.

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.

As of June 30, 2023, accrued compensation to

current employees includes $ 725,747 due to our Chief Executive Officer, with $ 51,774 in accrued vacation that may be payable in cash

or stock if unused, with the remainder only payable in shares of our common stock, and $ 744,216 due to our Chief Financial Officer, with

$ 46,443 in accrued sick and vacation that may be payable in cash if unused, and the remainder paid in cash.

September 30,

Accounts payable

Office access deposits

Unearned revenue

Accrued interest (various notes and loans payable)

Accrued interest (working interest royalty programs)

Accrued tax penalties and interest

Accounts payable and accrued expenses

September 30,

Accounts payable- related parties

Accrued interest (notes payable)- related parties

Accounts payable and accrued expenses

Accrued compensation

As of September 30, 2023 and December 31, 2022, our accounts payable are primarily made up of trade payables for the purchase of crude oil.

As of September 30, 2023 and December 31, 2022, trade accounts payables in the amount of $ 2,842,979 and $ 4,000,681 is with a vendor who our CEO is a beneficiary of.

As of September 30, 2023 and December 31, 2022, $ 250,526 and $ 37,685 of accounts payable is related to services rendered, which are not trade payables, with a vendor of which our CEO is a beneficiary.

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.

As of September 30, 2023, accrued compensation to current employees includes $ 71,005 in accrued vacation pay due to our Chief Executive Officer, which may be payable in cash or stock if unused, and $ 720,145 due to our Chief Financial Officer, with $ 54,183 in accrued sick and vacation pay that may be payable in cash if unused, and the remainder paid in cash.

On 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 a two year agreement, 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.

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 (see Note 8) for the wash plant, and we will lease the wash plant facility financed by Maxus under WCCC’s supplement to the Master Agreement.

During the construction phase of this agreement, the Company controls the asset with construction costs funded by Maxus recorded as a liability.

As of September 30, 2023 the Company has recorded a $ 1,564,771 liability in accounts payable related to the construction related to this agreement that has been funded by Maxus.

In July 2023, the Fund Manager, WealthSpace, LLC, of Viva Wealth Fund I, LLC (VWF), paid distributions to LLC unit holders in the amount of $414,329.

The Company recorded this payment in behalf of VWF in accounts payable as of September 30, 2023.

Subsequent to September 30, 2023, the $ 414,329 payable to WealthSpace, LLC was reimbursed by VWF and the payable was eliminated.

Loans and Notes Payable

and notes payable and their maturities consist of the following:

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

Schedule of loans and notes payable

promissory notes and convertible notes

Capital Group LLC Note (a)

Ridge Bank (b)

Business Administration

Dali International for Gen.

September 30,

Various promissory notes and convertible notes

Novus Capital Group LLC Note (a)

National Buick GMC

Blue Ridge Bank

Small Business Administration

Al Dali International for Gen.

Trading & Cont.

variable interest promissory notes (d)

Notes Payable

and notes payable, current

and notes payable, current attributed to variable interest entity

and notes payable, long term

Various variable interest promissory notes (d)

Total Notes Payable

Loans and notes payable, current

Loans and notes payable, current attributed to variable interest entity

Loans and notes payable, long term

Schedule of loans and notes payable related parties

variable interest promissory notes - related parties (d)

Development, LLC

Notes Payable- related parties

and notes payable, current- related parties

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

and notes payable attributed to variable interest entity- related parties

and notes payable, long term- related parties

The following table sets forth the estimated payment schedule of long-term

debt (net of debt discount) as of June 30, 2023:

September 30,

Various variable interest promissory notes- related parties (c)

Jorgan Development, LLC

Triple T Notes

Total Notes Payable- related parties

Loans and notes payable, current- related parties

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

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

Loans and notes payable, long term- related parties

The following table sets forth the estimated payment schedule of long-term debt (net of debt discount) as of September 30, 2023:

Schedule of maturities of loans and notes payable

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.

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 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.

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.

In May 2020 and in January 2021, the Company entered into two

Paycheck Protection Program (“PPP”) loan agreements for $205,100 each with Blue Ridge Bank, subject to the Small Business

Administration’s (“SBA”) Paycheck Protection Program.

We have applied for forgiveness under the CARES Act, however we

currently believe a substantial portion of the loans may not be forgiven.

The Company is working with the loan service agency to obtain

forgiveness and any unforgiven amounts of the loans will be repaid in cash.

June 20, 2023, we issued a 15% secured promissory note due to Al Dali International

On June 20, 2023, we issued a 15% secured promissory note due 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.

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, which was recorded as a debt discount in the amount of $467,509, which is amortized to interest expense over the term of the agreement using the effective interest method.

We also granted DIC a security interest in our Trial Remediation Processing

Center (“RPC”) that is currently on-site at the DIC facility in Kuwait.

repay the amounts due under the note from the operations of the RPC.

In order to repay the

amounts due under the note, DIC will deduct $12 per ton of material we process from the amounts

due to us until all amounts due under the note have been repaid.

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, which was closed on June 30,

During the six months ended June 30, 2023, an additional $1,980,000 has been raised in relation this offering, and $1,335,000

of this debt has been converted into units of the LLC.

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

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, which was recorded as a debt discount in the amount of $467,509, which is amortized to interest expense over the term of the agreement using the effective interest method.

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

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

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

On July 25, 2023, RSF, LLC loaned the Company $500,000 under the terms of a 10% Convertible Promissory Note.

Under the terms of the note, interest accrues at 10% per annum, and matures two years from the date of issuance.

The note 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.

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, which was closed on March 31, 2023.

During the nine months ended September 30, 2023, an additional $1,980,000 has been raised in relation this offering, and $3,305,000 of this debt has been converted into units of the LLC.

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

an additional $765,000, was raised from a related party as of June 30, 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.

months ended June 30, 2023, we made a cash payment of $12,655 on the principal of the revolving note.

an additional $765,000, was raised from a related party as of September 30, 2023, which accrues 6% interest per annum, has a maturity date of October 11, 2024, where no payments are made prior to the maturity date unless at the option of the fund.

For the nine months ended September 30, 2023, we made a cash payment of $12,655 on the principal of the revolving note.

Commitments and Contingencies

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:

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

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:

Finance Leases

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 lease contracts and liabilities as described below:

On March 17, 2020, 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 $ 123,036 , 2024 $ 492,144 , and 2025 $ 123,036 .

December 28, 2021, the WCCC entered into a sale and leaseback transaction with Maxus, where WCCC assigned the crude oil, natural

gas liquids, condensate, and liquid hydrocarbon receipt, throughput, processing, gathering, and delivery terminal, commonly known as

the China Grove Station (the “China Grove Station”), located in Colorado City, Texas to Maxus.

Future minimum lease payments

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

On December 28, 2021, 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 $ 117,939 , 2024 $ 471,756 , 2025 $ 471,756 , and 2026 $ 471,756 .

On 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 a two year agreement, 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.

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 WCCC’s supplement to the Master Agreement.

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.

We anticipate that the lease will commence in the fourth quarter of 2023 at which time the

final amount funded and lease payments will be determined.

following table reconciles the undiscounted cash flows for the finance leases as of June 30, 2023 to the finance lease liability

recorded on the balance sheet:

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 WCCC’s supplement to the Master Agreement.

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.

We anticipate that the lease will commence in the fourth quarter of 2023 at which time the final amount funded and lease payments will be determined.

During the construction phase the Company controls the asset with construction costs funded by Maxus recorded as a liability (see Note 6).

The following table reconciles the undiscounted cash flows for the finance leases as of September 30, 2023 to the finance lease liability recorded on the balance sheet:

Schedule of financing lease liability

undiscounted lease payments

Total undiscounted lease payments

Imputed interest

value of lease payments

Present value of lease payments

carrying value of lease obligation at end of lease term

finance lease obligations

lease liabilities, current

lease liabilities, long-term

Weighted-average

discount rate

Weighted-average

remaining lease term (months)

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

Total finance lease obligations

Finance lease liabilities, current

Finance lease liabilities, long-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, 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.

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,

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:

Year 1 $ 1,950 , Year 2 $ 2,028 ,

Year 3 $ 2,110 .

Year 1 $ 2,258 , Year 2 $ 2,336 , Year 3 $ 2,418 .

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

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

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.

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 $857, June 2022 to March 2023 $3,550, Year 2 $3,657, Year 3 $3,766.

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

April 1, 2022, the Company entered into a lease agreement for approximately 2,000 square feet of office and warehouse space located

in Houston, Texas.

Commencing on April 1, 2022, the Company entered into a month-to-month lease with JVS Holdings, Inc.

may be terminated at any time or for any reason with a 30-day written notice to terminate.

The lease requires a monthly lease payment

of $2,000 as long as the Company remains in the space.

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

entered into a Land Lease Agreement (the “Land Lease”)

with W&P Development Corporation, under which we agreed to lease approximately 3.5 acres of land in Houston, Texas.

The Land Lease

is for an initial term of 126 months and may be extended for an additional 120 months at our discretion.

Our monthly rent is $0 for the

first three months and then at month 4 it is approximately $7,000 (based on a 50% reduction) and increases to approximately $13,000 in

month 7 and then increases annually up to approximately $16,000 per month by the end of the initial term.

We plan to place one or more

of our RPC machines on the property, as well as store certain equipment.

On June 26, 2023, our subsidiary VivaVentures

Remediation Corp., entered into a five year RPC Equipment Lease Agreement with Viva Wealth Fund I, LLC (“VWF”), under which

VivaVentures Remediation Corp.

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.

On June 26, 2023, our subsidiary VivaVentures Remediation Corp., entered into a five year 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.

anticipate that the RPC will be fully operational in the fourth quarter of 2023 at which time the minimum annual lease payment of $400,000

and could increase to an amount equal to 25% of the gross proceeds from the RPC’s oil extraction production services.

following table reconciles the undiscounted cash flows for the leases as of June 30, 2023 to the operating lease liability recorded

on the balance sheet:

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.

We anticipate that the RPC will be fully operational in the fourth quarter of 2023 at which time the minimum annual lease payment of $400,000 and could increase to an amount equal to 25% of the gross proceeds from the RPC’s oil extraction production services.

In July and August 2023, the Company entered into two six month lease agreements with Regus Management Group, LLC for individual offices and shared amenities located in Laguna Hills, California.

The leases require an aggregate monthly lease payment of $3,080.

The following table reconciles the undiscounted cash flows for the leases as of September 30, 2023 to the operating lease liability recorded on the balance sheet:

Schedule of lessee operating lease liability

undiscounted lease payments

Total undiscounted lease payments

Imputed interest

value of lease payments

lease liabilities, current

lease liabilities, long-term

Weighted-average

remaining lease term

Weighted-average

discount rate

Present value of lease payments

Operating lease liabilities, current

Operating lease liabilities, long-term

Weighted-average remaining lease term

Weighted-average discount rate

Employment Agreement

On July 1, 2023, we hired a Vice President of 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 two one-time bonuses of shares of our common stock equal to $125,000 each, with the first bonus payable on the one year anniversary of his employment, and the second bonus payable on the eighteen month anniversary of his employment agreement.

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

Share-Based Compensation & Warrants

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.

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 six months ended June 30, 2023 and 2022, employee

stock-based compensation was none

and $ 1,340,703 .

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 $ 855,000

for the six months ended June 30, 2023 and

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

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 nine months ended September 30, 2023 and 2022, employee stock-based compensation was $ 1,260,476 and $ 1,340,703 .

On October 24, 2022, the 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 $ 855,000 for the nine months ended September 30, 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.

On June 20, 2023, we issued a 15 % secured promissory note due to Al Dali International for Gen.

1 unchanged sentence

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

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, which

was recorded as a debt discount in the amount of $ 467,509 , which is amortized to interest expense over the term of the agreement

using the effective interest method.

were no other options granted during the three months ended June 30, 2023 and 2022, respectively.

assumptions used in the Black-Scholes option pricing model to determine the fair value of the options on the date of issuance are as

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, which was recorded as a debt discount in the amount of $ 467,509 , which is amortized to interest expense over the term of the agreement using the effective interest method.

There were no other options granted during the nine months ended September 30, 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 assumptions

interest rate

dividend yield

volatility rate

following table summarizes all stock option activity of the Company for the three months ended June 30, 2023 and 2022:

Schedule of option activity

December 31, 2021

June 30, 2023

December 31, 2021

June 30, 2022

December 31, 2022

June 30, 2023

December 31, 2021

June 30, 2022

of June 30, 2023 and 2022, the aggregate intrinsic value of the Company’s outstanding options was approximately none.

aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

of June 30, 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.

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

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.

Company recorded a provision for income taxes of $ 800 for the six months ended June 30, 2023 and 2022, respectively.

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.

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

September 30,

Risk-free interest rate

0.24 - 5.23 %

Expected dividend yield

Expected life

2.1 - 10 years

Expected volatility rate

The following table summarizes all stock option activity of the Company for the nine months ended September 30, 2023 and 2022:

Schedule of option activity

Outstanding, December 31, 2022

Outstanding, September 30, 2023

Outstanding, December 31, 2021

Outstanding, September 30, 2022

Exercisable, December 31, 2022

Exercisable, September 30, 2023

Exercisable, December 31, 2021

Exercisable, September 30, 2022

As of September 30, 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 September 30, 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 nine months ended September 30, 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, which was primarily the result of a change in the Company's valuation allowance on deferred tax assets.

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

of June 30, 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 June 30, 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 $1,351,845, 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.

For the six months ended June 30, 2023, we made cash payments of $ 50,000 on the Van Tran Family LP revolving

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 June 30, 2023 we have accrued interest of approximately $ 452,283 and for the six months ended June 30,

2023, we made cash payments of $ 1,705,590 on the Notes.

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.

As of September 30, 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 Dzign Pro shares a common executive with VWFI.

As of September 30, 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 $1,351,845, which accrues 6% interest per annum, has a maturity that has been amended to October 11, 2024, where no payments are made prior to the maturity date unless at the option of the fund.

For the nine months ended September 30, 2023, we made cash payments of $ 50,000 on the Van Tran Family LP revolving note.

As of September, 2023 we are subleasing office space to Spectra Global Cuisine, LLC (Spectra), which shares officers with WealthSpace, LLC (the Fund Manager of VWFI).

For the nine months ended September 30, 2023 we realized $ 62,000 in office sublease lease revenue from Spectra.

As of September 30, 2023, the Company is carrying accounts receivable of $ 62,000 related to this sublease.

On May 25, 2023, we entered into a Consulting Agreement with Matthew Nicosia, a shareholder, affiliate via beneficial ownership, and 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 some operations that we have impaired.

The agreement is for an initial term of three-months and we have paid Mr.

Nicosia a total of $ 25,000 in cash and accrued $ 30,000 , to be paid in common stock.

We also advanced Mr.

Nicosia $ 21,000 for a business expenses related to a trip to Kuwait for the Company and have requested evidence of his business expenses.

We have received evidence of business expenses of approximately $ 16,254 to date and are awaiting documents and evidence for the remaining expense amount.

In May 2023, we entered into a Consulting Agreement with Trent Staggs, who is a current shareholder of the Company and one of our former directors.

The agreement was for a term of four months and has been terminated as of September 30, 2023.

For the nine months ended September 30, 2023, we paid Mr.

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

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 September 30, 2023 we have accrued interest of approximately $ 232,745 and for the nine months ended September 30, 2023, we made cash payments of $ 2,807,032 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 six months ended June 30, 2023 we have received tank storage revenue related to this contract of approximately $900,000.

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.

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 six months ended June 30, 2023, we have made crude oil purchases from WC Crude of $ 15,931,252 .

For the nine months ended September 30, 2023 we have received tank storage revenue related to this contract of approximately $ 1,351,237 .

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 nine months ended September 30, 2023, we have made crude oil purchases from WC Crude of $ 26,373,647 and received deficiency payments of $ 364,309 .

In addition, SFD renewed a sales agreement in April 2023 with WC Crude to sell a natural gas liquid product to WC Crude.

For the three months ended March 2023, SFD sold

the NGL stream at cost to WC Crude.

For the three months ended March 2023, SFD sold the NGL stream at cost to WC Crude.

On April 1, 2023 sold the NGL stream at a profit to WC Crude.

We produced and sold natural gas liquids and crude oil to WC Crude in the amount of $ 6,428,026 for the six months

ended June 30, 2023.

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 six months ended June 30, 2023, Endeavor rendered services in

the amount of $156,845.

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

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

Middle East LLC.

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

As of June 30, 2023 the balance owed was $ 359,241 .

In March 2023 the parties agreed to extend the maturity date of the

loan to March 10, 2024.

We produced and sold natural gas liquids and crude oil to WC Crude in the amount of $ 9,599,740 for the nine months ended September 30, 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 nine months ended September 30, 2023, Endeavor rendered services in the amount of $ 254,946 .

In September 2020, we entered into a consulting contract with LBL Professional Consulting, Inc.

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

For the nine months ended September 30, 2023, the Company was carrying, until recently paid, accounts payable of $ 20,413 owed to LBL for outstanding invoices from 2022.

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 September 30, 2023 the balance owed was $ 365,857 .

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

Subsequent Events

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.

On November 10, 2023, we held a special meeting of our stockholders for the purpose of approving certain business items, namely:

To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company’s common stock pursuant to Membership Interest Purchase Agreement (the “Acquisition Agreement”) entered into on June 15, 2022, by and among the Company and 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”), including the issuance of such shares upon the conversion of promissory notes issued pursuant to the Acquisition Agreement, as amended on October 28, 2022, which could, under certain circumstances that may occur in the future, exceeding 19.99% of the number of shares of the Company’s common stock outstanding as of the date of the Acquisition Agreements (the “Acquisition Stock Issuance”);

To approve, pursuant to Nasdaq Listing Rule 5635(c) and 5635(d), the annual compensation of $ 1,000,000 payable in shares of the Company’s common stock to James Ballengee (the “CEO Compensation Shares”) pursuant to an executive employment agreement (the “Employment Agreement”) entered into on October 28, 2022, by and among the Company and James Ballengee with respect to the Company’s appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the board of directors of the Company;

the CEO Compensation Shares will be 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 Shares Issuance”), 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;

To approve the Vivakor, Inc.

2023 Equity and Incentive Plan (the “Plan”), which provides equity-based incentive awards, in a total of 40,000,000 authorized shares of the Company’s common stock, to the Company’s and its subsidiaries’ employees, directors and consultants, thereby continuing to align the interests of such individuals with those of the stockholders;

To approve an amendment to the Articles of Incorporation of the Company

(the “Amendment to Articles”) with respect to the forum selection provisions, to amend the Articles of

Incorporation to provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of

the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the

Securities Act.;

To approve the increase of the number of common shares the Company is authorized to issue to 200 million in the proposed Amendment to Articles.

Each of these agenda items were approved by the holders of a majority of our common stock.

Additional information regarding the agenda items can be found in our Schedule 14A Proxy Statement filed with the Commission on September 26, 2023.

The exact result of our shareholder vote on the agenda items can be found in our Current Report on Form 8-K filed with the Commission on November 16, 2023.

All of the agenda items were approved by the shareholders on November 10, 2023.

As a result of these approvals, on November 10, 2023, the Company issued 7,042,254 restricted shares of the Company’s Common Stock in exchange for the forgiveness and cancellation of $ 10,000,000 of principal under the Notes on a pro rata basis, reflecting a conversion price of $ 1.42 per share, as well as 923,672 restricted shares of the Company’s Common Stock pursuant to the Ballengee employment agreement, whereas James Ballengee now beneficially owns approximately 41.86% of our outstanding Common Stock.

As a result, Mr.

Ballengee is able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions.

Ballengee’s change in ownership, certain change of control provisions in the Company’s agreements were triggered, including within the Chief Financial Officer’s employment agreement, which pays the executive a bonus, which is calculated at the executive’s base salary multiplied by two.

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