What changed in this filing

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Item 9A. Controls and Procedures

2024-04-17 compared with 2023-05-25 · 2438 added, 2130 removed, 1052 unchanged (81% of the section changed)

- Controls and Procedures

9A - Controls and Procedures

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

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

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

In designing and evaluating the disclosure controls and procedures, management

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

the desired control objectives.

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

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

to their costs.

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

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

In designing and evaluating the disclosure controls and procedures,

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

of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact

that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible

controls and procedures relative to their costs.

Based on management’s evaluation, our Chief

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

have enough personnel in our accounting and financial reporting functions.

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

Due to insufficient personnel in our accounting department,

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

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

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

Management believes that the hiring of additional personnel who have the

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

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

Since our assessment as of December 31, 2022,

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

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

We believe that these additions may provide

for the remediation of these material weaknesses in 2023.

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

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

necessary and as funds allow.

Changes in internal control

over financial reporting.

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

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

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

Due to new relationships with a small banking institution and consultants in 2023, we were not able to achieve adequate controls surrounding

the review and dual authorization of certain treasury transactions and fixed assets.

(2) We did not always follow certain review procedures

related to corporate governance.

Due to a vacancy of an independent audit committee chairman with financial expertise, and failing to

adhere to certain corporate governance administrative procedures, we did not achieve adequate review at the independent Board of Director

level over subjective and complex accounting and risk assessment.

These control deficiencies, which are pervasive in nature, result in

a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical

issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance

department as a whole.

Since our assessment as of December 31, 2023, we have hired additional external accounting staff, whom are

consultants with expertise in research and technical guidance, and we are working to retain additional qualified valuation experts that

report on their internal controls.

We believe that these additions may provide for the remediation of these material weaknesses in 2024.

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

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

improvements, as necessary and as funds allow.

in internal control over financial reporting.

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

(d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the fourth quarter ended December 31, 2023 that

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

Since our assessment as of December 31, 2023,

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

we anticipate nominating an Audit Committee Chairperson with a financial expertise, and hiring additional accounting staff.

that these additions may provide for the remediation of our material weaknesses in 2024.

Management’s report

on internal control over financial reporting.

report on internal control over financial reporting.

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

Act Rule 13a-15(f).

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

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

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

December 31, 2022 for the reasons discussed above.

- Other Information

- Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

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

Treadway Commission.

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

effective as of December 31, 2023 for the reasons discussed above.

9B - Other Information

9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

10 - Directors, Executive Officers and Corporate Governance

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

Daniel Hashim

Scientific Officer

Executive Vice President, Operations & Construction

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

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

Previously, he had been involved in two major

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

and Chairman of the Board.

Previously, he had been involved in two

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

Officer, and Chairman of the Board.

From 1997 through 2010, Mr.

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

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

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

From 2010 to 2013, he was Chief Executive

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

From 2013 to 2015, he was a board member

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

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

Ballengee currently manages an exempt

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

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

Ballengee served first as Chief Financial Officer, then Chief

Executive Officer, then Chief Commercial Officer of Taylor Logistics, LLC, a Halifax Group-backed private equity portfolio company

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

to 2013, he was Chief Executive Officer and Chairman of the Board of Bridger Group, LLC, a private crude oil marketing firm.

2013 to 2015, he was a board member and Chief Commercial Officer of Bridger, LLC, a Riverstone Holdings-backed private equity portfolio

company focused on crude oil marketing and logistics, which he led through a successful sale to Ferrellgas Partners, LP (NYSE:

Ballengee currently manages an exempt family office, which in turn holds and manages investments principally in

the oil and gas, sports and entertainment, and real estate sectors.

He has an undergraduate degree in accounting from Louisiana

State University—Shreveport.

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

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

Nelson is a CPA who worked from

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

He worked with clients with assets

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

in the world.

Nelson began working for LBL Professional Consulting, Inc.

where he provided merger and acquisition, initial

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

Nelson continues to sit on the Board of Directors and remains

an officer of LBL Professional Consulting, Inc.

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

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

Daniel Hashim joined Vivakor as Chief Scientific Officer in 2017.

Hashim has extensive experience in the areas of nanoscience

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

In addition to

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

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

(“CSS”) since 2014.

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

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

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

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

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

CPA who worked from 2006 to 2011 in Audit and Enterprise Risk Services at Deloitte LLP (USA) and later at KSJG, LLP (later acquired

by Withum+Brown, PC).

He worked with clients with assets of more than $100 billion and annual revenues of more than $15 billion,

which are considered some of the most respected financial institutions in the world.

Nelson began working for

LBL Professional Consulting, Inc.

where he provided merger and acquisition, initial public offering, and interim chief financial

officer services to clients.

Nelson continues to sit on the Board of Directors and remains an officer of LBL Professional

Consulting, Inc.

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

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

Leslie D Patterson joined Vivakor as the

Vice President of Operations & Construction in 2023.

Patterson has over three decades of construction and management experience

in the domestic and international oil and gas industries.

His experience spans operations, construction, business development, corporate

strategy, and health, safety, and environmental concerns in onshore and offshore projects.

Units under his management have recorded near

zero reportable health, safety and environmental incidents.

Patterson has managed the development, construction, and commencement

of operations of major capital projects for BP, ExxonMobil, Chevron, Shell, Tesoro, Sinclair, Kennecott, and Williams Gas, among others.

He previously worked as Senior Vice President of Pipelines & Terminals for Bridger Logistics (from 2012 to 2017, the midstream division

of Ferrellgas Partners, LP (NYSE:

FGP), where he independently led, developed and managed three of the company’s seven business

units (pipelines, terminals, and saltwater disposal) to consistent profitability through multiple management teams and large-scale M&A

transactions.

Prior to Bridger, Mr.

Patterson was a division operations manager at EMS, an oilfield services firm, from 2008 to 2012.

Prior to EMS, he worked as the head of business development for STARCON International, an industrial projects and turn around, and as

a division business development manager for TEPSCO and Vice president of business development for Centry Constructors.

Ballengee - See “Executive Officers”

Nelson - See “Executive Officers”

Harris , age 74, combines over 35 years of experience in Board of Directors, CEO and Senior Management positions in a variety of

industries including technology services, telecommunications, healthcare, and business process outsourcing.

He currently serves on the

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

Harris , age 75, combines over 35 years of experience in Board of Directors, CEO and Senior Management positions in a variety

of industries including technology services, telecommunications, healthcare, and business process outsourcing.

He currently serves

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

Since 2009 Mr.

Harris has primarily been

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

From 2006 to 2009 he was CEO of Etelecare

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

From 2003 to 2005 he served as the CEO of Seven

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

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

From 2006 to 2009 he

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

From 2003 to 2005

he served as the CEO of Seven Worldwide, a digital content management company where he was previously a member of the board of

directors of the company.

From 2001 to 2003, Mr.

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

Previously Mr.

Harris spent 25 years with Electronic

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

and media industries world-wide.

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

During his tenure with EDS,

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

Harris has extensive public

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

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

lead director and chairman.

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

to the Richards School of Business.

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

the oil and gas industry.

Harris spent 25 years with Electronic Data Systems in a variety of senior executive positions to include President

of the 4 strategic business units serving the telecommunications and media industries world-wide.

He was elected as a Corporate

Vice-President and Officer of the company.

During his tenure with EDS, he gained extensive international experience working and

living in the Middle East, Europe and Asia.

Harris has extensive public company board experience through prior services

on the boards of Premier Global Services, Cap Rock Communications, Genuity, Ventiv Health, Startek, Sizmek, Mobivity and Applied

Graphic Technologies and served in a variety of positions to include board member, committee chairman, lead director and chairman.

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

School of Business.

Johnson , age 49, brings over 25 years of experience in operations and senior management in the midstream and downstream sectors

of the oil and gas industry.

Previously, Mr.

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

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

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

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

oil, products and NGLS.

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

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

From 2014 to 2015, he was Director of Business Development

for Sunoco Logistics, LP., a publicly traded master limited partnership involved in the marketing, trading, transportation and

terminalling of crude oil, products and NGLS.

From July 2015 through May 2017, Mr.

Johnson was the Vice President of Business Development for Navigator

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

March 2018 to November 2022, Mr.

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

November 2022, Mr.

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

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

Johnson served on the Board of Directors for West Texas Gulf

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

He has an undergraduate degree in History from the University

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

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

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

In addition, Mr.

Natan currently

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

company, since April 2020.

From February 2010 to May 2020, Mr.

Natan served as Chief Executive Officer of ForceField Energy,

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

From February 2002 to November 2007,

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

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

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

Prior to that, Mr.

Natan served in

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

Natan currently serves as a

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

GDMK), a manufacturer,

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

of the Audit Committee of Sunshine Biopharma, Inc.

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

Previously, Mr.

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

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

in Economics from Boston University.

Johnson was the Vice President

of Business Development for Navigator Energy Services, LLC., a private equity backed company involved in the gathering, transportation

and terminalling of crude oil.

From March 2018 to November 2022, Mr.

Johnson served as Executive Vice President

Business Development for ARX Energy, LLC.

Since November 2022, Mr.

Johnson has served as Chief Commercial Officer for

ARX Energy, LLC., a privately held company involved in building a world class clean fuels facility in the Port of Brownsville,

Johnson served on the Board of Directors for West Texas Gulf Pipe Line Company and on the Management Committee

of SunVit Pipeline, LLC.

He has an undergraduate degree in History from the University of Texas at Austin and an MBA finance concentration

from Jones Graduate School of Business at Rice University.

Relationships

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Composition and Director Independence

Our Board of Directors consists of five members.

The directors are elected at each annual meeting to hold office until the next annual meeting and until their successors are duly elected

and qualified.

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

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

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

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

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

On the basis of such review and its

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

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

of independent judgment.

Board of Directors consists of four members.

The directors are elected at each annual meeting to hold office until the next annual

meeting and until their successors are duly elected and qualified.

The Company defines “independent” as that term is

defined in the Nasdaq rules.

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

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

reported under the caption “Related Party Transactions.” The purpose of this review is to determine whether any such

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

On the basis of such review and its understanding of such relationships and transactions, our Board of Directors affirmatively

determined that John Harris and Albert Johnson are qualified as independent and do not have any material relationships with us

that might interfere with his exercise of independent judgment.

December 6, 2023, we received notice from David Natan of his resignation, effective immediately, from our Board of Directors

(the “Board”) and from his positions as Chairman of the Audit Committee and as a member of the Compensation Committee

and the Nominating and Governance Committee.

We informed The Nasdaq Stock Market LLC (“Nasdaq”) of Mr.

resignation on December 7, 2023.

December 12, 2023, we received notice (the “Notice”) from the Listing Qualifications Department of Nasdaq notifying

us, based upon the resignation of David Natan from the Board, we are not currently in compliance with the board of directors independence

requirements set forth in Nasdaq Listing Rule 5605(b)(1) and the requirement in Nasdaq Listing Rule 5605(c)(2)(A) to

have an audit committee comprised of at least three independent directors.

a result of Mr.

Natan’s resignation, the Board, as currently constituted, does not have a majority of directors who

would be considered “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2).

Consistent with Nasdaq Listing Rules 5605(b)(1)(A) and Rule 5605(c)(4), Nasdaq provided us a cure period

until June 3, 2024 to evidence compliance with the Listing Rules.

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

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

Each of the board committees has the

composition and responsibilities described below.

Each of the board committees has

the composition and responsibilities described below.

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

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

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

Our board has determined

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

David Natan serves as the chairman of the Audit Committee.

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

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

As indicated above, on December 6,

2023, David Natan, our Audit Committee chairman, resigned from the Board and from all Board committees, including the Audit Committee.

As a result, the Audit Committee of the Board currently consists of only two independent directors, in violation of Nasdaq

Listing Rule 5605(c)(2)(A), which requires the Audit Committee to have three independent directors.

Consistent with Nasdaq

Listing Rules 5605(b)(1)(A) and Rule 5605(c)(4), Nasdaq provided us a cure period until June 3, 2024

to evidence compliance with the Listing Rules.

We do not currently

have a member on our Audit Committee that qualifies as an “audit committee financial expert”, as such term is defined

in Item 407(d)(5) of Regulation S-K.

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

and the effectiveness of our internal control over financial reporting.

The responsibilities of this committee include, but are not limited

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

accounting firm and overseeing the engagement of such firm;

The responsibilities of this committee include, but are

not limited to:

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

the engagement of such firm;

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

3 unchanged sentences

any disagreements between management and the auditors regarding financial reporting;

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

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

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

issues regarding the Company’s accounting policies;

and approving all related-party transactions;

2 unchanged sentences

within the scope of its duties.

Our Compensation Committee is currently comprised

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

serves as the chairman of the Compensation Committee.

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

of directors and our executive officers.

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

under applicable Nasdaq rules.

John Harris serves as the chairman of the Compensation Committee.

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

the board of directors and our executive officers.

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

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

for our Chief Executive Officer;

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

and compensation structure for our other executive officers;

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

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

Officer or Board of Directors;

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

other company officers, employees, consultants and advisors;

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

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

of Directors with respect to the administration of such plans;

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

incentive and equity-based compensation;

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

as it deems necessary or appropriate.

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

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

for our other executive officers;

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

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

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

consultants and advisors;

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

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

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

compensation;

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

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

The Compensation Committee

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

of its duties.

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

scope of its duties.

and Corporate Governance Committee

Our Nominating and Corporate Governance Committee

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

Nasdaq rules.

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

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

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

and oversee the performance of the Board of Directors.

Nominating and Corporate Governance Committee is currently comprised of Albert Johnson, and John Harris, each of whom qualify as

an independent director under applicable Nasdaq rules.

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

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

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

principles and oversee the performance of the Board of Directors.

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

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

and nominees to fill vacancies on the board;

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

on the board;

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

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

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

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

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

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

engagement fee;

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

of the Board of Directors;

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

it and its committees are functioning effectively;

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

of the board as a whole;

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

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

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

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

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

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

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

into any matter within the scope of its duties.

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

investigations into any matter within the scope of its duties.

Leadership Structure

3 unchanged sentences

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

While our Board will have ultimate

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

While our Board will have

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

Specifically,

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

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

Our audit committee will oversee management of enterprise

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

Our board of directors will be responsible for overseeing the

management of risks associated with the independence of our Board.

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

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

Our audit committee will oversee management

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

Our board of directors will be responsible

for overseeing the management of risks associated with the independence of our Board.

of Business Conduct and Ethics

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

performing similar functions.

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

all persons performing similar functions.

A copy of that code is available on our corporate website at www.vivakor.com .

We expect that any

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

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

11 - Executive Compensation

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individuals serving as our principal executive officer during the year ended December 31, 2023;

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

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

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

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

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

following summary compensation table:

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

officers at December 31, 2023 who had total compensation exceeding $100,000 (if applicable);

to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual

was not serving as our executive officer at December 31, 2023 (if applicable),

we will collectively refer to as the named executive officers, for the years ended December 31, 2023 and 2022, are set out

in the following summary compensation table:

Officers and Directors

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

December 31, 2022 and 2021.

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

of the applicable years.

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

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

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

ended December 31, 2023 and 2022.

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

in any of the applicable years.

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

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

COMPENSATION TABLE

and Principal Position

and Chairman (1)

1,000,000 (2)

and Chairman (1)

and Secretary

1,652,085 (5)

Executive Vice President,

Operations & Construction

1,053,224 (10)

CEO and Former Chairman (7)

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

Total amount accrued as of December 31, 2022.

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

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

As a result, we are required to issue Mr.

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

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

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

Nelson under the Nelson Employment Agreement.

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

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

Pursuant to Mr.

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

The five (5) day volume-weighted average price of our common stock for shares issued for $178,082 of his 2022 salary and $821,978 of his 2023 salary was approximately $1.08 (covering October 28, 2022 through October 28, 2023).

As a result, we issued Mr.

Ballengee 923,672 shares of our common stock as payment for his salary for 2022 and 2023 (through October 28, 2023).

As of December 31, 2023, $178,082 of his 2023 salary (October 28, 2023 through December 31, 2023) or 295,085 shares of our common stock are payable to Mr.

Ballengee on January 28, 2024.

The five (5) day volume-weighted average price of our common stock for these shares is approximately $0.60 per share.

this total amount, $51,662 was paid in cash and the remaining $167,653 was accrued as of December 31, 2022 and 2023.

the 2022 bonus amount, $605,467 and $580,194 was accrued as of December 31, 2022 and 2023.

In 2023, $25,273 of the 2022

bonus was paid in cash.

Of the 2023 bonus amount, $700,000 was accrued as of December 31, 2023.

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

under the Nelson Employment Agreement.

Such stock options were priced using the Black-Scholes option pricing model to determine

the fair value of the options on the date of grant, using the following assumptions:

interest rate

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volatility rate

Includes amounts for accrued employee benefits.

All amounts accrued as of December 31, 2022.

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

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

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

Accrued as of December 31, 2022.

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

Nicosia under the Nicosia Employment Agreement.

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

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

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

amounts for accrued employee benefits, including sick and vacation benefits.

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

Such resignations

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

or practices.

this total amount, $50,000 was paid in cash and the remaining $88,904 was accrued as of December 31, 2022 and 2023.

as of December 31, 2022 and 2023.

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

under the Nicosia Employment Agreement.

Stock options to acquire the remaining 451,158 shares of our common stock under the

Nicosia Employment Agreement were forfeited when Mr.

Nicosia resigned as our Chief Executive Officer and, as a result,

have not been valued in the table.

The 503,935 stock options were priced using guidance from ASC 718 and the Black-Scholes

option pricing model to determine the fair value of the options on the date of grant, using the following assumptions:

interest rate

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volatility rate

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

with respect to our appointment of Mr.

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

Pursuant to the Ballengee

Employment Agreement, Mr.

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

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

thereof (the “CEO Compensation”).

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

equity incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such requirements.

(11) 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.

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

Agreement”) with respect to our appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the Board of

Pursuant to the Ballengee Employment Agreement, Mr.

Ballengee will receive annual compensation of $1,000,000 payable

in shares of our common stock, priced at the volume weighted average price (VWAP) for the five trading days preceding the date

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

The CEO Compensation is

subject to satisfaction of Nasdaq rules, the provisions of our equity incentive plan and other applicable requirements and shall

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

Additionally, Mr.

Ballengee shall be eligible for a discretionary performance bonus.

The Ballengee Employment Agreement may be terminated

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

Ballengee shall be eligible

for a discretionary performance bonus.

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

by providing a five days’ notice of termination.

to the Ballengee Employment Agreement, Mr.

Ballengee was granted the right to nominate two additional directors for appointment to the

Board in his sole discretion, as well as a third additional director upon issuance of the Note Payment Shares (defined below), subject

to such directors passing a background check.

Ballengee was granted the right to nominate two additional directors for appointment

to the Board in his sole discretion, as well as a third additional director upon issuance of the Note Payment Shares (defined below),

subject to such directors passing a background check.

Pursuant to the Ballengee Employment Agreement, Mr.

Ballengee nominated John Harris and

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

Ballengee nominated

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

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

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

The Nelson Base Salary will increase by $100,000

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

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

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

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

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

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

For example purposes

only and not by way of limitation:

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

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

The Nelson Base Salary will increase

by $100,000 upon the Company earning a total of at least $2,000,000 in Adjusted EBITDA during any calendar year, and the Nelson

Base Salary will continue to increase in $100,000 increments for each additional $1,000,000 increase in EBITDA over $2,000,000

during the term of the Nelson Employment Agreement up to $650,000 at which time the Nelson Base Salary will continue to increase

in $13,500 increments for each additional $1,000,000 increase in Adjusted EBITDA over $4,000,000.

Any increase to the Nelson Base

Salary will be effective the first pay period of the Company after the Company reaches a particular EBITDA amount is achieved that

triggers the increase.

For example, purposes only and not by way of limitation:

(i) if on October 31, 2023 the Company reaches

$3,000,000 in EBITDA earned during the 2023 calendar year, the Nelson Base Salary would increase to $550,000 commencing the Company’s

first pay period after October 31, 2023.

Under the Nelson Employment Agreement Mr.

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

Nelson was undercompensated

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

Nelson will also receive a $100,000

cash bonus in recognition of the fact Mr.

Nelson was undercompensated for his past services to the Company and as an inducement

for him to continue providing services as our Chief Financial Officer.

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

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

It is anticipated that Mr.

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

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

For 2023 forward it is anticipated

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

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

Nelson received

a bonus for 2022 in the amount of $505,467, of which $25,273 has been paid to him as of December 31, 2023, with the remaining

amount accrued.

For 2023 forward it is anticipated that our Compensation Committee and Board of Directors will approve an annual

executive incentive bonus plan, which shall be updated annually by the Compensation Committee of the Company’s Board of Directors,

and possibly a growth metrics or acquisition transaction bonus plan.

Once established, Mr.

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

Nelson will be eligible to participate

in such plans during the term of the Nelson Employment Agreement.

the Nelson Employment Agreement, Mr.

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

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

Any Equity Awards granted to Mr.

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

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

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

Any Equity Awards granted

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

a stock option agreement).

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

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

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

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

The Stock Option will vest

over two years with 360,145 of the shares vesting immediately, 219,312 of the shares vesting three (3) months after issuance, and

the remaining 338,368 of the shares vesting in equal quarterly installments over the remaining seven (7) quarters (48,338 for 6

quarters and 48,340 for the last quarter), with an exercise price equal to 100% of the fair market value on the date grant, and

which expires ten (10) years after the date of grant.

In the event Mr.

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

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

and become fully exercisable.

The Option Agreement will allow Mr.

Nelson to exercise the vested options provided by the Option Agreement

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

Nelson is terminated without Cause (as defined in the

Nelson Employment Agreement) or resigns for Good Reason (as defined in Nelson Employment Agreement), one hundred percent (100%)

of the then unvested shares subject to each Option Agreement will fully vest and become fully exercisable.

The Option Agreement

will allow Mr.

Nelson to exercise the vested options provided by the Option Agreement for a period of three (3) years following

any termination of Mr.

Nelson’s employment.

termination Mr.

Nelson’s employment by Mr.

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

the Company will pay or provide Mr.

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

amounts payable under any Company bonus plans in which Mr.

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

employment on a pro-rated basis;

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

In conjunction with the Company entering

into the Agreement and Plan of Merger with Empire Energy Acquisition Corp.

(Empire) on February 26, 2024, Empire will be issued

a majority of our common stock, and the right to appoint certain Board members and executives if the transaction closes.

on March 8, 2024, we gave Mr.

Nelson formal notice that while we hope to retain his services as the Chief Financial Officer

before and after the close of the merger with Empire we have elected not to renew the Nelson Employment Agreement in order to provide

us with the flexibility to renegotiate the terms of his employment.

As a result of this notice, the Nelson Employment Agreement is set

to terminate on June 8, 2024.

The non-renewal constitutes a termination for good reason of the Nelson Employment Agreement, and

unless we negotiate different terms with Mr.

Nelson we will be required to pay or provide Mr.

Nelson (i) any unpaid base salary

and any accrued benefits through the date of termination;

(ii) amounts payable under any Company bonus plans in which Mr.

is eligible to participate as of the date of the termination of his employment on a pro-rated basis;

(iii) for a period of 12 months,

Nelson’s then current monthly base salary;

(iv) outplacement

services for Mr.

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

Nelson’s election

to continue health insurance coverage under COBRA, Mr.

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

defined therein, (b) the expiration of Mr.

(iv) outplacement services for Mr.

Nelson for a period of 12 months with

an outplacement firm selected by Mr.

Nelson’s election to continue health insurance coverage under

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

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

Nelson becomes

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

options will fully vest and become exercisable.

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

Upon the termination of Mr.

Nelson’s employment because of death, Mr.

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

Nelson’s then current base salary through the end of the month in which his death occurs, (ii) all accrued and unpaid compensation

(including any accrued and unused vacation time) and earned but unpaid bonus payments.

Upon the termination Mr.

Nelson’s employment

by the Company for cause or by Mr.

Nelson without good reason, the Company will pay Mr.

Nelson (i) a pro rata amount of Mr.

then current base salary through the date his employment is terminated and (ii) all unpaid bonuses and accrued and unpaid compensations

(including any accrued and unused vacation).

Incentive Plan

Nelson becomes eligible for substantially

equivalent health insurance coverage in connection with new employment, and (vi) 100% of any unvested stock options will fully vest and

become exercisable.

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

On July 1, 2023, we hired Leslie, D.

as our Executive 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.

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

Incentive Plan

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

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

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

awards or any combination of the foregoing.

Incentive Plans

Board of Directors and the holders of a majority of our common stock approved a new equity incentive plan in November 2023,

which authorizes the issuance of up to 40,000,000 shares of common stock through the grant of stock options (including incentive

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

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

Our Board of directors approved an equity

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

options (including incentive stock options qualifying under section 422 of the Code and nonstatutory stock options), restricted

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

Equity Awards at December 31, 2023

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Have Not Vested

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

Such resignations

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

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

Nicosia under the Nicosia Employment Agreement.

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

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

Option Exercises

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Pension, Profit Sharing or other Retirement Plan

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

in the future.

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

plans in the future.

table below shows the compensation paid to our directors during the year ended December 31, 2023.

The following current Board of

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

Tyler Nelson, John

Harris and Albert Johnson.

Incentive Plan Compensation

James Ballengee

Matthew Balk (1)

Trent Staggs (2)

Al Ferrara (3)

Matthew Nicosia (4)

Joseph Spence (5)

Plan Compensation

Nelson, our Chief Financial Officer, was appointed to the Board of Directors on January 16, 2023.

Harris was appointed to the Board of Directors on January 16, 2023.

He qualifies as an independent director and serves

on the Board’s Audit Committee, Compensation Committee and Nominating Committee, serving as the chairman of the Compensation

Johnson was appointed to the Board of Directors on January 16, 2023.

He qualifies as an independent director and serves

on the Board’s Audit Committee, Compensation Committee and Nominating Committee, serving as the chairman of the Nominating

Natan resigned from the Board of Directors on December 6, 2023.

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

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

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

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

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

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

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

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

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

A person is considered to beneficially own any

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

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

other convertible securities.

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

each beneficial owner is exercised solely by the beneficial owner.

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

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

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

following table sets forth certain information regarding our voting shares beneficially owned as of April 4, 2024 by (i) each

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

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

A person is considered to

beneficially own any shares:

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

power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise

of stock options, warrants and/or other convertible securities.

Unless otherwise indicated, voting and investment power relating

to the shares shown in the tables for each beneficial owner is exercised solely by the beneficial owner.

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

that such person or persons has the right to acquire within 60 days of April 4, 2024 is deemed to be outstanding, but is not

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

percentage of beneficial ownership of our common stock is based on an aggregate of 27,710,253 shares outstanding.

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

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

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

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

stockholders.

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

c/o Vivakor, Inc., 4101 North Thanksgiving

Way, Lehi, Utah 84043.

c/o Vivakor, Inc., 5220

Spring Valley Road, Suite LL20, Dallas, Texas 75242.

Name and Address of Beneficial Owner

Ballengee, Chief Executive Officer and Director (1)

Tyler Nelson, Chief Financial Officer (2)

Daniel Hashim, Chief Scientific Officer (3)

David Natan, Director

Tyler Nelson, Chief Financial Officer and Director (2)

Patterson Executive Officer

Harris, Director

Albert Johnson, Director

All Officers and Directors as a group (six persons)

All Officers and Directors as a group (five persons)

5% Beneficial Stockholders

Matthew Nicosia (3)

Everett Monroe (5)

Ritt Trust (6)

Peter D’Arruda (4)

Name and Address of Beneficial Owner

and Address of Beneficial Owner

Ballengee, Chief Executive Officer and Director (1)

Tyler Nelson, Chief Financial Officer (2)

Daniel Hashim, Chief Scientific Officer (3)

David Natan, Director

Nelson, Chief Financial Officer (2)

Hashim, Chief Scientific Officer (3)

Harris, Director

Albert Johnson, Director

All Officers and Directors as a group (six persons)

Johnson, Director

Officers and Directors as a group (six persons)

Beneficial Stockholders

Matthew Nicosia (4)

Everett Monroe (5)

Ritt Trust (6)

Peter D’Arruda (7)

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

Includes 2,979,456 shares of common stock held

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

James Ballengee,

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

Includes 10,021,710 shares of common stock

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

James Ballengee, in his capacity as sole manager, has sole voting and investment power over both Jorgan Development, LLC

and JBAH Holdings, LLC.

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

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

Hashim are directly held by CSS Nanotech Ltd.

Hashim is the Chief Executive

Officer of CSS Nanotech Ltd.

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

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

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

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

Does not include options to purchase 503,935 shares of

common stock.

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

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

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

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

Matthew Nicosia is the trustee of the AKMN Irrevocable

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

Does not include options to purchase

503,935 shares of common stock.

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

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Party Transactions

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

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

following is a description of each transaction from January 1, 2023 to December 31, 2023, and any material, publicly

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

have been or are to be a participant;

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

fiscal years;

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

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

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

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

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

with respect to our appointment of Mr.

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

Pursuant to the Ballengee

Employment Agreement, Mr.

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

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

thereof (the “CEO Compensation”).

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

equity incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such requirements.

Additionally, Mr.

Ballengee shall be eligible for a discretionary performance bonus.

The Ballengee Employment Agreement may be terminated

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

As of December 31, 2022, we have accrued

salary owing to Mr.

Ballengee of $178,082.

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

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

Employment Agreement, as applicable.

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

As a result, we are required to issue Mr.

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

we entered into the Employment Agreement with Mr.

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

October 24, 2022, the Board of Directors resolved to increase their compensation to (i) $50,000 per year in cash effective August 1,

2022, in equal quarterly payments, with the first such payment, in the amount of $12,500 due November 1, 2022 and, thereafter, $12,500

every February 1, May 1, August 1 and November 1, and (ii) 100,000 stock options priced at $2.50 per share, vesting

In addition, the Board of Directors approved a one-time payment of $10,000 to each Mr.

Trent Staggs and Mr.

Al Ferrara for

serving as the Chairperson of the Compensation Committee and Chairperson of the Audit Committee of the Board of Directors, respectively,

payable on November 1, 2022.

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

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

Matthew Balk resigned from the Board

of Directors on January 16, 2023.

In June 2022, we entered into employment

agreements with our former Chief Executive Officer, and our Chief Financial Officer, which provided for annual base salaries of $375,000

and $350,000, respectively, and provided for incremental increases in their salaries upon our achievement of specific performance metrics.

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

The employment agreements provided for the grant of

stock options to the Chief Executive Officer and Chief Financial Officer to purchase up to 955,093 and 917,825 shares of our common stock,

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

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

The agreements also provided that it was anticipated that the executives receive bonuses for 2022 which would be determined by our Compensation

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

and or acquisitions.

On September 30, 2022, our Board of Directors received notice from Matthew Nicosia, our former Chief Executive

Officer and Chairman of the Board of Directors of his resignation from such positions.

Such resignations are not the result of any disagreement

with us on any matter relating to our operations, policies or practices.

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

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

As of December 31, 2022, we owed our Chief

Financial Officer.

$700,532 in accrued compensation and benefits.

As of December 31, 2022, we owed Mr.

$402,805 in accrued

compensation and benefits.

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

notes for the manufacture of one or more RPC machines.

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

As of December 31,

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

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

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

note payable to Dzign Pro in the amount of $300,000, which accrues 5% interest per annum, has a maturity date of July 14, 2024,

where no payments are made prior to the maturity date unless at the option of the fund.

VWFI also entered into a master revolving note

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

6% interest per annum, has a maturity date of October 11, 2023, where no payments are made prior to the maturity date unless at

the option of the fund.

June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC,

(“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity

holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at closing, which

occurred on August 1, 2022, we acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership

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

The purchase price for the Membership Interests was approximately

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

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

(the “Notes”).

The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be

paid to the Sellers on a monthly basis in an amount equal to the Monthly Free Cash Flow beginning on August 20, 2022, and continuing

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

At the time of

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

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

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

related party transactions.

consideration for the membership interests included the Notes in the amount of $286,643 to JBAH and $28,377,641 to Jorgan, which accrue

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

Under the MIPA, we have committed to make a payment to Jorgan and

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

common stock.

In the event of a breach of the terms of the Notes, the sole and exclusive remedy of the holder of the notes will be to

unwind the MIPA transaction.

The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be

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

calendar day of each calendar month thereafter.

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

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

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

Subsequent to September 30, 2022, we entered into an agreement amending the Notes, whereby, as soon as is practicable, following

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

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

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

6,971,831 shares

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

of principal owed to JBAH will be cancelled.

Once a registration statement registering the shares for the Note Payment is declared effective

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

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

two completed fiscal years;

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

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

material interest.

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

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

In accordance with ASC 810, as of October 1,

2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $438,099.

The assets, liabilities and

equity related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ), resulting in the gain

on deconsolidation.

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

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

As of December 31, 2022, VWFI also entered

into a master revolving note payable to Dzign Pro in the amount of $300,000, which accrues 5% interest per annum, has a maturity date

of July 14, 2024, where no payments are made prior to the maturity date unless at the option of the fund.

VWFI also entered into

a master revolving note payable to Van Tran Family LP, which is an affiliate of WealthSpace, LLC, the VWFI Fund Manager, in the amount

of $599,500, which accrues 6% interest per annum, has a maturity date of October 11, 2023, where no payments are made prior to the

maturity date unless at the option of the fund.

In 2023, we subleased office space to Spectra

Global Cuisine, LLC (Spectra), which shares officers with WealthSpace, LLC (the Fund Manager of VWFI).

For the year ended December 31,

2023, we realized $98,000 in office sublease lease revenue from Spectra.

As of December 31, 2023, the Company is carrying accounts

receivable of $22,000 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.

terms of the agreement, Mr.

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

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

some operations that we have impaired.

The agreement is for an initial term of three months, and we 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.

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.

year ended December 31, 2023, we paid Mr.

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

June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development,

LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”),

as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby,

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

SFD and WCCC (the “Membership Interests”), making SFD and WCCC our wholly-owned subsidiaries.

The purchase price for

the Membership Interests was approximately $32.9 million paid for by us with a combination of shares of our common stock, amount

equal to 19.99% of the number of issued and outstanding shares of our common stock immediately prior to issuance, and secured three-year

promissory notes issued by us in favor of the Sellers (the “Notes”).

The principal amount of the Notes, together with

any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly basis in an amount equal to the Monthly

Free Cash Flow beginning on August 20, 2022, and continuing thereafter on the twentieth (20 th ) calendar day of

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

At the time of the closing of these transactions Jorgan, JBAH, and our

newly hired CEO, James Ballengee, were not considered related parties.

As James Ballengee is now our Chief Executive Officer and

is the beneficiary of Jorgan and JBAH, and the Sellers are significant shareholders, certain transactions, as noted below, related

to Jorgan, JBAH, and James Ballengee are now considered related party transactions.

The consideration for the membership interests

included the Notes in the amount of $286,643 to JBAH and $28,377,641 to Jorgan, which accrue interest of prime plus 3% on the outstanding

balance of the notes.

Under the MIPA, we have committed to make a payment to Jorgan and JBAH on or before February 1, 2024 in the

amounts of $16,306,754 to Jorgan and $164,715 to JBAH, whether in cash or unrestricted common stock.

In the event of a breach of the

terms of the Notes, the sole and exclusive remedy of the holder of the notes will be to unwind the MIPA transaction.

The principal amount

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

the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th ) calendar day of each calendar month thereafter.

Free Cash Flow means cash proceeds received by SFD and WCCC from its operations minus any capital expenditures (including, but not limited

to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and

pipeline connections) and any payments on the lease obligations of SFD and WCCC.

In October 2022, we entered into an agreement amending

the Notes, whereby, after the approval of our shareholders was given in November 2023, we issued 7,042,254 restricted shares of

our common stock as a payment of $10,000,000 toward the principal of the Notes on a pro rata basis (the “Note Payment”),

reflecting a conversion price of $1.42 per share.

Once a registration statement registering the shares for the Note Payment is declared

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

As of December 31,

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

2023, we have accrued interest of approximately none and made cash payments of $3,587,986.

the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC

1 unchanged sentence

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.

to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude

oil terminal operated by WCCC.

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

The agreement expires on December 31,

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

In the business combination

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

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

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

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

In the event that SFD makes

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

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

The agreement

expires on December 31, 2031.

Since acquiring this contract on August 1, 2022 we have received tank storage revenue of

approximately $1,800,000 and $750,000 for the years ended December 31, 2023 and 2022.

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.

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

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

SFD sells the NGL

stream at cost to WC Crude.

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

In the business combination

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

a beneficiary, James Ballengee, with Jorgan and JBAH.

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

for consulting services.

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

In September 2020, we entered into a consulting

contract with LBL Professional Consulting, Inc.

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

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

On December 17, 2020 the Company

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

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

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

ended December 31, 2023 and 2022, we have made crude oil purchases from WC Crude of $36,740,922 and $25,239,962.

In addition, SFD entered

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

SFD sells the NGL stream

at cost in 2022 and at a profit in 2023 to WC Crude.

We produced and sold natural gas liquids to WC Crude in the amount of $11,268,005

and $5,890,910 for the years ended December 31, 2023 and 2022.

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

who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, we have the right, but not the obligation

to use Endeavor for consulting services.

For the years ended December 31, 2023 and 2022, Endeavor rendered services in the

amount of $295,811 and $37,993.

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

(“LBL”), of which

our Chief Financial Officer is also an officer, which remains in effect.

For the twelve months ended December 31, 2022, LBL

invoiced the Company for $340,484.

On December 17, 2020 the Company granted non-statutory stock options to LBL to purchase

333,334 shares of common stock, which was cancelled on September 1, 2022 by the parties.

Our Chief Financial Officer is not

the beneficiary of the Company and is not permitted to participate in any discussion, including LBL’s board meetings, regarding

any Company stock that LBL may own at any time.

For the year ended December 31, 2023, the Company paid off its remaining $20,413

of accounts payable to LBL.

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

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

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

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

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

As of December 31, 2023 and 2022, the balance owed was $375,124 and $342,830.

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

3 unchanged sentences

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

When the licensor delivers

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

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

Upon the delivery of a mutually agreed working prototype,

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

Upon commercialization of the product, we will pay licensor

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

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

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

of product commercialization.

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

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

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

In 2023 we agreed with

TBT Group, Inc.

to cancel the license agreement and both parties agreed to fully release and discharge any and all known and unknown claims

they may have against the other party, with neither party owing the other party any money and TBT retaining the ownership of the piezo

electric and energy harvesting technology that was the subject of the license agreement.

on Future Related-Party Transactions

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

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

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

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

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

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

14 - Principal Accounting Fees and Services

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

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

aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2023 and December 31, 2022

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

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

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

Audit Related Fees

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

annual financial statements for the subject year.

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

tax advice and tax planning.

“Tax fees” are fees billed for professional services rendered for

tax compliance, tax advice and tax planning.

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

5 unchanged sentences

statements and notes thereto on page F-1.

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

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

LLC re SFD and WCCC

and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy,

Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC

re Endeavor Entities

and Restated Articles of Incorporation

1 unchanged sentence

of Certificate of Change

Description of Securities

of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5,

of Certificate of Designation-Series A Preferred Stock

of Securities

of Representative Warrant

of Convertible Promissory Note (2013)

Protection Program Loan, with Chase Bank

1 unchanged sentence

Business Association Loan

Form of Secured Promissory Note of Registrant

Form of Note Amendment, dated October 28, 2022

Contribution Agreement between Sustainable Fuels Incorporated and Vivakor, Inc.

dated as of June 15, 2016

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

dated as of September 30, 2020

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

and Vivakor, Inc.

dated as of July 22, 2020

Agreement by and between Vivakor, Inc.

and Matthew Nicosia

Agreement by and between Vivakor, Inc.

and Tyler Nelson

of Secured Promissory Note of Registrant

of Note Amendment, dated October 28, 2022

Note with Al Dali International for Gen.

Trading & Cont.

dated June 20, 2023

Option Agreement with Al Dali International for Gen.

Trading & Cont.

dated June 20, 2023

of Convertible Promissory Note with Third Party Investor dated July 6, 2023

Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund

2021 Stock Incentive Plan

Vivakor, Inc.

2023 Equity and Incentive Plan

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

14 unchanged sentences

3 to Novus Loan Agreement

Amendment No.

4 to Novus Loan Agreement

Amendment No.

5 to Novus Loan Agreement

2 unchanged sentences

1 to the Sensor Technology License Agreement

Amendment No.

2 to the Sensor Technology License Agreement

Amendment No.

3 to the Sensor Technology License Agreement

Amendment No.

4 to the Sensor Technology License Agreement

1 unchanged sentence

Lease Agreement

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

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

and Matthew Nicosia

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

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

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

and Tyler Nelson

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

Form of Pledge Agreement

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

Form of Guaranty Agreement

Form of Lock-Up Agreement

Form of Assignment of Membership Agreement

Form of Release Agreement

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

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

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

Executive Employment Agreement, by and between Vivakor, Inc.

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

of Pledge Agreement

of Master Netting Agreement among Registrant, Silver Fuels Delhi LLC, White Claw Colorado City, LLC, Jorgan Development, LLC, JBAH

Holdings, LLC, Endeavor Crude, LC and White Claw Crude, LLC

of Guaranty Agreement

of Lock-Up Agreement

of Assignment of Membership Agreement

of Release Agreement

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

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

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

Fuels Delhi LLC

Employment Agreement, by and between Vivakor, Inc.

and James Ballengee, dated October 28, 2022

List of Subsidiaries

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Executive Employment Agreement with Leslie D.

Consulting Agreement with Matthew Nicosia

Consulting Agreement with Trent Staggs

Equipment Lease Agreement with Viva Wealth Fund, LLC dated June 26, 2023

2 to Master Agreement between Maxus Capital Group, LLC and White Claw Colorado City, LLC dated May 23, 2023

Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders

Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders

Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc.

and Cedarview Opportunities Master Fund LP

Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP

Form of Parent Voting and Support Agreement re Empire Merger Agreement

Form of Empire Voting and Support Agreement re Empire Merger Agreement

Form of Lock-Up Agreement re Empire Merger Agreement

Form of Escrow Agreement re Empire Merger Agreement

Form of Lockup Agreement re Endeavor MIPA

Net Working Capital Sample Calculation re Endeavor MIPA

Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA

Promissory Note dated December 5, 2023 with Keke Mingo

Convertible Promissory Note dated March 29, 2024 with Keke Mingo

of Subsidiaries

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Certification

of Principal Financial Officer, pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

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

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Certification

of Principal Financial Officer, pursuant to 18 U.S.C.

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

7 unchanged sentences

contract or compensatory plan or arrangement.

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

Item 601 of Regulation S-K.

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

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

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

with Item 601 of Regulation S-K.

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

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

April 16, 2024

James Ballengee

Executive Officer

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

registrant and in the capacities and on the dates indicated:

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

of the registrant and in the capacities and on the dates indicated:

James Ballengee

7 unchanged sentences

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

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

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

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

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

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

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Statement of Consolidated Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

Statements of Consolidated Cash Flows for the Years Ended December 31, 2023 and 2022

to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Vivakor, Inc.

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

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

“financial statements”).

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

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

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

We have audited the accompanying consolidated balance sheets of Vivakor,

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’

equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital

deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

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

Management's plans in regard to these matters

are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

These financial statements are the

responsibility of the Company’s management.

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

on our audit.

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

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

federal securities

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

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

control over financial reporting.

These financial statements are the responsibility of the Company's

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

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

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

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

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

audit of its internal control over financial reporting.

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

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

financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

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

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

Our audits included performing procedures to assess the risks of material

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

Such procedures

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

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

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

/s/ Marcum LLP

have served as the Company’s auditor since 2022.

Houston, Texas

of Independent Registered Public Accounting Firm

of Directors and Shareholders

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheet of Vivakor, Inc.

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

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

financial statements”).

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

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

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

Basis for Opinion

These financial statements

are the responsibility of the entity’s management.

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

financial statements based on our audit.

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

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

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

We conducted our audit

in accordance with the standards of the PCAOB.

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

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

The Company is not required to

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

As part of our audit we are required

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

of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

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

performing procedures that respond to those risks.

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

and disclosures in the financial statements.

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

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

We believe that our audit

provides a reasonable basis for our opinion.

Gini & O’Connell LLP

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

April 15, 2022

VIVAKOR, INC.

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

and cash equivalents

and cash equivalents attributed to variable interest entity

receivable- related party

current assets

Cash and cash equivalents

Cash and cash equivalents attributed to variable interest entity

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

Prepaid expenses

Marketable securities

Precious metal concentrate

Total current assets

Other investments

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

Property and equipment, net

Rights of use assets- operating leases

License agreements, net

Intellectual property, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

and equipment, net

of use assets- operating leases

agreements, net

Intangible assets, 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

current liabilities

Accounts payable and accrued expenses

Operating lease liabilities, current

Finance lease liabilities, current

Loans and notes payable, current

Loans and notes payable, current attributed to variable interest entity

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

Total current liabilities

Operating lease liabilities, long term

Finance lease liabilities, long term

Loans and notes payable, long term

Long-term debt (working interest royalty programs)

Deferred income tax liabilities

Total liabilities

lease liabilities, long term

and notes payable, long term

and notes payable, long term- related parties

debt (working interest royalty programs)

Deferred tax liability

Stockholders’

Preferred stock, $ 0.001 par value;

15,000,000 shares authorized, none outstanding

stock, $ 0.001 par value;

200,000,000 and 41,666,667 shares authorized;

26,220,508 and 18,064,838 were issued and outstanding as December

31, 2023 and 2022, respectively

paid-in capital

stock, at cost

Vivakor, Inc.

stockholders’ equity

Convertible preferred stock, $ 0.001 par value;

3,400,000 shares authorized;

A- none and 66,667

issued and outstanding, respectively (1)

Common stock, $ 0.001 par value;

41,666,667 shares authorized;

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

Additional paid-in capital

Treasury stock, at cost

Accumulated deficit

( 55,169,781 )

( 35,731,359 )

Total Vivakor, Inc.

Noncontrolling

stockholders’ equity

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse

stock split effective February 14, 2022.

See Note 1 – Organization and Basis of Presentation

for additional information.

liabilities and stockholders’ equity

accompanying notes to consolidated financial statements

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Product revenue - third parties

Product revenue - related parties

Total revenues

Cost of revenues

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

revenue - third parties

revenue - related party

and marketing

and administrative

and depreciation

operating expenses

Sales and marketing

General and administrative

Bad debt expense

Impairment loss

Amortization and depreciation

Total operating expenses

Loss from operations

( 22,743,955 )

( 6,925,916 )

from operations

income (expense):

loss on marketable securities

on disposition of asset

on deconsolidation of variable interest entity

expense- related parties

other income (expense)

Unrealized loss on marketable securities

( 1,094,054 )

Interest income

Interest expense

( 1,519,281 )

Gain on disposition of asset

Total other income (expense)

( 1,940,357 )

( 1,379,997 )

Loss before provision for income taxes

( 24,684,312 )

( 8,305,913 )

Benefit for income taxes

Consolidated net loss

( 20,247,621 )

( 7,255,706 )

before provision for income taxes

for income taxes

Net loss attributable to noncontrolling interests

( 1,771,535 )

Net loss attributable to Vivakor, Inc.

$ ( 19,438,422 )

$ ( 5,484,171 )

Net loss attributable to common shareholders

$ ( 19,438,422 )

$ ( 5,484,171 )

Dividend on preferred stock

$ ( 19,438,422 )

$ ( 5,526,367 )

Basic and diluted net loss per share (1)

Basic weighted average common shares outstanding (1)

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.

loss attributable to Vivakor, Inc.

and diluted net loss per share

Weighted average common shares outstanding- Basic and diluted

accompanying notes to consolidated financial statements

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

1 unchanged sentence

Stockholders’

$ ( 30,204,992 )

Stock issued for services (1)

Stock issued for a reduction of liabilities (1)

Stock issued for the purchase of a license (1)

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

options issued for services

based compensation

Distributions

to noncontrolling interest

of noncontrolling interest for a reduction of debt

paid in Series B-1 Preferred Stock

income (loss)

( 5,484,171 )

( 1,771,535 )

( 7,255,706 )

$ ( 35,731,359 )

Stock issued for stock awards

7 unchanged sentences

Distributions

by noncontrolling interest

to noncontrolling interest

of noncontrolling interest for a reduction of debt

( 19,438,422 )

( 20,247,621 )

$ ( 55,169,781 )

and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse

stock split effective February 14, 2022.

See Note 1 – Organization and Basis of Presentation

for additional information.

See accompanying notes to consolidated

financial statements

VIVAKOR, INC.

STATEMENTS OF CASH FLOWS

OPERATING ACTIVITIES:

Consolidated net loss

$ ( 20,247,621 )

$ ( 7,255,706 )

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

Depreciation and amortization

Impairment loss

Bad debt expense

Forgiveness of notes payable

Common stock options issued for services

Common stock issued for services

Stock-based compensation

Unrealized loss- marketable

Gain on disposal of asset

Deferred income taxes

( 4,437,491 )

( 1,051,007 )

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Right of use assets- finance leases

Right of use assets- operating leases

( 1,216,765 )

Operating lease liabilities

of common stock for a reduction of liabilities

Issuance of common stock for a reduction of note payable to Jorgan

of noncontrolling interest related to deconsolidation of variable interest entity

Non-qualified

stock options issued to third party

based compensation

(1) Share and per share amounts have

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

See Note 1 – Organization

and Basis of Presentation for additional information.

accompanying notes to consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

and amortization

of liabilities

stock options issued for services

loss- marketable securities

on disposal of asset

on deconsolidation of variable interest entity

on settlement of accounts payable

in operating assets and liabilities:

of use assets- finance leases

of use assets- operating leases

Financing lease liabilities

Accounts payable and accrued expenses

( 3,408,157 )

Interest on notes receivable

Interest on notes payable

Net cash used in operating activities

( 4,143,296 )

( 2,901,696 )

INVESTING ACTIVITIES:

Proceeds from notes receivable

Payment on costs of patents

Acquisition of assets

Purchase of a technology license

Proceeds from disposal of equipment

Purchase of equipment

( 2,491,175 )

( 4,236,276 )

Net cash used in investing activities

( 2,332,755 )

( 4,514,642 )

FINANCING ACTIVITIES:

Payment of long-term debt

Proceeds from loans and notes payable

Proceeds from sale of common stock

Payment of notes payable

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

Conversion of note receivable to equity investment

Noncontrolling interest issued for a reduction in liabilities

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

Common stock issued for the purchase of a license

Capitalized interest on construction in process

Dividend paid in Series B-1 Preferred Stock

Common stock and note payable issued

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

Sale of marketable securities for note receivable

Accounts payable on purchase of equipment

See accompanying notes to consolidated

financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

lease liabilities

payable and accrued expenses

on notes receivable

on notes payable

cash used in operating activities

from notes receivable

Deconsolidation

of variable interest entity’s cash, cash equivalents and restricted cash

receivable assumed from deconsolidation of variable interest entity

from disposal of equipment

cash used in investing activities

on financing lease liabilities

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

payable on purchase of equipment

Noncontrolling

interest issued for a reduction in liabilities

interest on construction in process

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 CONSOLIDATED FINANCIAL STATEMENTS

Organization and Basis of Presentation

9 unchanged sentences

filed with the Nevada Secretary of State.

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

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

filing of a certificate of change with the Nevada Secretary of State which was effective at the commencement of trading of our

February 14, 2022, we effected a 1-for-30 reverse split of our outstanding shares of common stock (the “Reverse Stock Split”)

via the filing of a certificate of change with the Nevada Secretary of State which was effective at the commencement of trading of our

Common Stock.

No fractional shares of the Company’s common stock were issued as a result of the Reverse Stock Split.

Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

All issued and

outstanding common stock, preferred stock, and per share amounts in the consolidated financial statements and footnotes included

herein have been retroactively adjusted to reflect this reverse stock split for all periods presented.

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

to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions

and volatility in the global financial markets.

states and many countries have issued policies intended to stop or slow the

further spread of the disease.

response to the pandemic are significantly affecting the economy.

There are no comparable events that provide guidance as

to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to

We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

In March 2020

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

Utah and Kuwait have since resumed site

preparations for operations.

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

and completing certain refurbishment on our precious metal extraction machines.

These suspensions have had a negative impact on our business

and there can be no guaranty that we will not need to suspend operations again in the future as a result of the pandemic.

have historically suffered net losses and cumulative negative cash flows from operations, and as of December 31, 2022, we had an

accumulated deficit of approximately $55.2 million.

As of December 31, 2022 and 2021, we

had a working capital deficit of approximately $ 3.77

million and $ 2.09

million, respectively.

As of December 31,

2022 we had cash of $3.1 million.

In addition, we have obligations to

pay approximately $17,500,000 (of which approximately $16,500,000 can be satisfied through the issuance of our common stock under the

terms of the debt and $334,000 is related to PPP loans that are anticipated to be forgiven) of debt in cash within one year of the issuance

of these financial statements.

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

February 2022, the Company closed an underwritten public offering of 1,600,000

shares of common stock, at a public offering

price of $5.00 per share, for aggregate net proceeds of $ 6.2

million, after deducting underwriting discounts,

commissions, and other offering expenses.

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

equity offerings, and our working interest agreements.

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

and funding provided from subsequent fundraising activities (see Note 24) of the Company will give it adequate working capital to finance

our day-to-day operations for at least twelve months through May 2024.

Our CEO has also committed to provide credit support

through June 2024, as necessary, for an amount up to $8 million to provide the Company sufficient cash resources, if required, to execute

its plans for the next twelve months.

Based on the above, we believe these plans alleviate substantial doubt about the Company’s

ability to continue as a going concern.

The Company has prepared the consolidated financial

statements on a going concern basis.

If the Company encounters unforeseen circumstances that place constraints on its capital resources,

management will be required to take various measures to conserve liquidity.

Management cannot provide any assurance that the Company

will raise additional capital if needed.

Any fractional

shares resulting from the Reverse Stock Split were 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.

accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation

of $ 438,099 .

The assets, liabilities and equity related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ),

resulting in the gain on deconsolidation.

Going Concern & Liquidity

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

an accumulated deficit of approximately 65,908,406 $65.9

As of December 31, 2023 and 2022, we had a working capital deficit of approximately $ 34.9 million

and $ 3.77 million,

respectively.

As of December 31, 2023, we had cash of approximately $ 744,000 .

In addition, we have obligations to pay approximately $ 18.1 million

of debt within one year of the issuance of these financial statements.

Of the $18.1 million, $15.3 million can be satisfied through

the issuance of registered common stock under the terms of the debt.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

the year ended December 31, 2023, subject to available cash flows, the Company continued to develop its technologies, its strategy

to monetize its intellectual properties and execute its business plan.

To date we have financed our operations primarily through

debt financing, private and public equity offerings and our working interest agreements.

For the fiscal year 2023 we raised

approximately $ 3

million through debt financings with individual investors, $2.2M through a sale lease back agreement, and subsequent to year end we

raised an additional $ 3

million through additional debt financing (Note 22).

The Company entered into merger and acquisition agreements with anticipated

closing dates in 2024 (Note 22).

Even though these merger and acquisition transactions are projected to close in 2024 and yield

substantial cash flow that may provide adequate working capital to finance its day-to-day operations and current obligations, these

events were not considered probable as of December 31, 2023 because they have not closed as of the date of our filing.

on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern.

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 be able to execute its plans to raise additional capital, close its merger and

acquisitions, or that its operations or business plan will be profitable.

Summary of Significant Accounting Policies

18 unchanged sentences

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

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

accordance with ASC 810, the Company deconsolidated Viva Wealth Fund I, LLC from its consolidated balance sheet as of December 31,

Company follows ASC 810-10-15 guidance with respect to accounting for Variable Interest Entities (“VIE”).

7 unchanged sentences

A party is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest,

or combination of variable interests, that provides the party with a controlling financial interest.

or combination of variable interests, which provides the party with a controlling financial interest.

A party is deemed to have a controlling

6 unchanged sentences

reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances.

years ended December 31, 2022 and 2021 the following entities are considered to be a VIE and are consolidated in our consolidated

financial statements:

year ended December 31, 2022, the following entities were considered to be VIEs in our consolidated in our consolidated financial

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

For the year ended December 31, 2023, RPC Design and Manufacturing,

LLC was considered to be a VIE and is consolidated in our consolidated financial statements.

In accordance with ASC 810, as of October 1,

2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $ 438,099 .

The assets, liabilities and

equity related to VWFI were removed from our financial statements, resulting in the gain on deconsolidation (see below).

the years ended December 31, 2023 and 2022 the following entities were considered to be a VIE, but were not consolidated in our

consolidated financial statements due to a lack of the power criterion or the losses/benefits criterion:

Vivaventures UTS I, LLC, Vivaventures

Royalty II, LLC, Vivaopportunity Fund, LLC, and International Metals Exchange, LLC.

For the years ended December 31, 2023 and 2022,

the following entities were considered to be a VIE, but were not consolidated in our consolidated financial statements due to a lack

of the power criterion or the losses/benefits criterion:

Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity Fund,

LLC, and International Metals Exchange, LLC.

For the years ended December 31, 2022 and 2021 the unaudited financial information

for the unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC held assets of $ 1,622,424 and $ 3,753,296 (where the primary asset represents

a receivable from the Company), and liabilities of $ 52,368 and $ 12,608 .

Vivaventures Royalty II, LLC held assets of $ 3,670,583 and $ 2,648,810

the unaudited financial information for the unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC held assets of $ 1,633,897 and $ 1,622,424

(where the primary asset represents a receivable from the Company), and liabilities of $ 52,940 and $ 52,368 .

Vivaopportunity Fund LLC held

assets of $ 2,199,781 and $ 2,119,961 (where the primary asset represents a noncontrolling interest in units of a consolidated entity of

the Company) and $ 10,815 and no liabilities.

International Metals Exchange, LLC held assets of $ 29,443 and $ 30,461 and liabilities of

Vivaventures Royalty II,

LLC held assets of $ 4,129,576 and $ 3,670,583 (where the primary asset represents a receivable from the Company), and liabilities of $ 4,320

and $ 1,720 .

Vivaopportunity Fund LLC held assets of $ 2,119,736 and $ 2,199,781 (where the primary asset represents a noncontrolling interest

in units of a consolidated entity of the Company) and liabilities of $ 10,815 .

International Metals Exchange, LLC held assets of $ 28,969

and $ 29,443 and liabilities of $ 1,800 .

Design and Manufacturing, LLC:

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will pay the Company a license fee of $ 500,000 per Remediation Processing Center manufactured.

RDM has been retained by VWFI to assist

in being the plant manager and will manage and direct the manufacturing of the RPCs.

RDM’s license fee is waived for RPC manufacturing

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

For the years ended December 31, 2022 and 2021,

investors in RDM have a noncontrolling interest of $ 227,104 and $ 629,694 , respectively.

As of December 31, 2022 and 2021, the cash

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

As of December 31,

2022 and 2021 this VIE has an outstanding note payable to the reporting entity in the amount of $ 1,288,279 and $ 354,566 , which is eliminated

upon consolidation.

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

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

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

Based on all these facts, it was determined that

we are the primary beneficiary of RDM.

Creditors of RDM have no recourse to the

general credit of the Company.

For the years ended December 31, 2023 and 2022, investors in RDM have a noncontrolling interest of

$ 146,501 and $ 227,104 , respectively.

As of December 31, 2023 and 2022, the cash and cash equivalents of this VIE are not restricted

and can be used to settle the obligations of the reporting entity.

As of December 31, 2023 and 2022, this VIE has an outstanding

note payable to the reporting entity in the amount of $ 2,785,006 and $ 1,288,279 , which is eliminated upon consolidation.

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

any unfunded capital expenditures, which ultimately could be 100% of a custom machine, and the decisions related to those expenditures

including budgeting, financing and dispatch of power.

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

Therefore, RDM has been consolidated by the Company.

Any intercompany revenue and expense associated

with RDM and its license agreement with the Company has been eliminated in consolidation.

Any intercompany revenue and expense associated with RDM and its license

agreement with the Company has been eliminated in consolidation.

Wealth Fund I, LLC:

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Wealth Space, LLC, an unaffiliated entity, is the sole manager.

The Company has been retained by the manager, who may

assist in the administrative operations.

VWFI has also retained the Company to act as its sole plant manager, and we will manage and

direct all of the manufacturing, leasing and selling of custom equipment in behalf of VWFI to the Company.

In November 2020,

VWFI commenced a $25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC units, to

accredited investors to raise funds to manufacture equipment that will expand the Company’s second RPC, amended to manufacture

one separate double capacity RPC.

As of December 31, 2022 and 2021, the cash and cash equivalents of this VIE are restricted

solely for the use of proceeds of the VWFI offering (to manufacture RPCs) and cannot be used to settle the obligations of the

reporting entity.

As of December 31, 2022 and 2021, the Company has cash attributed to variable interest entities of $ 81,607

and $ 199,952 .

As of December 31, 2022, VWFI has reached $6,250,000 in funding and has released the funding for construction of RPC Series A.

VWFI has continued fundraising for RPC Series B.

In the event that VWFI does not raise at least $8,250,000 for Series B by the

offering termination date (which date was extended until March 31, 2023), then the convertible notes and/or units

would convert into Vivakor common stock where the minimum conversion price will be the greater of $13.50 or a 10% discount to market

per share or in the event of a public offering, 200% of the per share price of the Company common stock sold in the underwritten

offering, which was closed on February 14, 2022 at $5.00 per share.

As of March 27, 2023, VWFI has raised approximately

$7,480,000 for RPC Series B.

VWFI unit holders may also sell their units to the Company for their principal investment amount on the

3 rd , 4 th , and 5 th anniversary of the offering termination date.

The Company also has the option to

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

common stock.

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

The Company was retained by the manager to assist with

the administrative operations.

VWFI retained the Company to act as its sole plant manager, and to manage and direct all of the

manufacturing, leasing and selling of custom equipment on behalf of VWFI to the Company.

In November 2020, VWFI commenced a

private placement offering to sell convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise

funds to manufacture equipment to expand the Company’s second RPC, amended to manufacture one separate double capacity RPC.

of December 31, 2022, the cash and cash equivalents of this VIE were restricted solely for the use of proceeds of the VWFI

offering (to manufacture RPCs) and could not be used to settle the obligations of the reporting entity.

As of December 31, 2022,

the Company had cash attributed to variable interest entities of $ 81,607 .

As of December 31, 2022, VWFI reached $ 6,250,000

in funding and had released the funding for construction of RPC Series A.

VWFI continued fundraising for RPC Series B.

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

per series of equipment manufactured with the Company’s proprietary technology.

All of the operations of VWFI

relate to private placement offering to fund and manufacture proprietary equipment for the Company, as intended in VWFI’s

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

leasing of its equipment solely to the Company.

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

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

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

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

We are responsible for the decisions related to the expenditures

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

Based on all these facts,

it was determined that we are the primary beneficiary of VWFI.

Therefore, VWFI has been consolidated by the Company.

All of the operations of VWFI related to

private placement offering to fund and manufacture proprietary equipment for the Company, as intended in VWFI’s design and

organization by the Company, so that the Company controlled VWFI in its business purpose, use of proceeds, and selling and leasing of

its equipment solely to the Company as of December 31, 2022.

Creditors of VWFI had no recourse to the general credit of the

of October 1, 2023, Viva Wealth Fund I, LLC (VWFI) began its own business activities, which would no longer include fundraising,

financing, or manufacturing RPCs with the Company.

In November 2020, VWFI commenced a $ 25,000,000 private placement offering to

sell convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise funds to manufacture equipment that

would expand the Company’s second RPC, amended to manufacture one separate double capacity RPC.

This private offering raised approximately

$ 13,730,000 , which was accepted to complete one separate double capacity RPC, and thereafter the private offering was closed during

The Company is no longer retained by the manager to assist in VWFI’s administrative operations.

VWFI will no longer be manufacturing,

leasing, or selling any further custom equipment related to RPCs or the Company in the foreseeable future.

We no longer have the primary

risk (expense) exposure related to financing the assets under the closed offering.

There are no further capital expenditures required

by VWFI as its offering is closed, and the one double capacity RPC that was funded and manufactured is in the final process of installation.

The Company has no investment or other interest that requires it to absorb portions of the entity’s expected losses or receive

portions of the entity’s expected returns.

The Company has signed a lease with VWFI for the one double capacity RPC that was funded

and manufactured by the VWFI offering.

Based on the above, the power criterion and the losses/benefits criterion are no longer met, and

VWFI was deconsolidated on October 1, 2023 from our consolidated financial statements for the year ended December 31, 2023.

apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions.

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Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.

As of December 31, 2022, the Company had a $750,000 3-month certificate of deposit with B1bank.

As of December 31, 2021, the

Company did not have any cash equivalents.

As of December 31, 2023, the Company did not have any cash equivalents.

As of December 31, 2022, the Company had a $750,000

3-month certificate of deposit with B1bank.

The Company places its cash with high credit quality financial institutions.

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As of December 31,

2022 and 2021, the Company has cash attributed to variable interest entities of $ 81,607 and $ 199,952 .

The Company has $ 2,666 in Qatar

National Bank, located in Doha Qatar.

2023 and 2022, the Company has cash attributed to variable interest entities of none and $ 81,607 .

The Company has approximately $ 2,666

in Qatar National Bank, located in Doha Qatar.

receivable are carried at original invoice amount less an estimated allowance for doubtful accounts, if deemed necessary by management,

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by identifying troubled accounts and by using historical experience applied to an aging of accounts.

An allowance for doubtful accounts

was considered necessary by management as of December 31, 2021 in the amount of $ 33,000 .

in marketable securities consist of equity securities recorded at fair value.

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prices for identical assets in active markets.

Company had an investment of $800,000 or 800,000,000 shares of common stock, or a diluted 17% equity holding in Scepter Holdings, Inc.

BRZL, OTC Markets) and does not have significant influence, and as the stock is traded on an active market, the Company has

classified the investment as trading securities for the years ended December 31, 2022 and 2021 with the change in unrealized gains

and losses on the investment included in the statement of operations (see Note 7).

The Company’s prior Chief Executive Officer,

who resigned as of October 6, 2022, had an immediate family member who sat on the board of directors of Scepter Holdings, Inc.

The Company’s 826,376,882 common shares have a market value of approximately $ 1,322,203 as of April 18, 2023 based on the quoted

market price.

of December 31, 2022 and 2021, the Company owns 1,000 Class A LLC Units in each of the following entities, which are not consolidated:

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

these units amount to $ 4,000 as of December 31, 2022 and 2021.

These Class A Units give the Company’s management control of

the entities but lack the necessary economics criterion, where the Company lacks the obligation to absorb losses of these entities, as

well as the right to receive benefits from the LLCs.

of December 31, 2023 and 2022, the Company owns 1,000 Class A LLC Units in each of the following entities, which are not

consolidated:

Vivaopportunity Fund LLC, Vivaventures UTSI, LLC, Vivaventures Royalty II, LLC, and International Metals Exchange,

In aggregate these units amount to $ 4,000

as of December 31, 2023 and 2022 and are recorded at cost.

These Class A Units give the Company’s management control of the entities but lack the

necessary economics criterion, where the Company lacks the obligation to absorb losses of these entities, as well as the right to

receive benefits from the LLCs.

Company reviews the terms of convertible debt and preferred stock for indications requiring bifurcation, and separate accounting for

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of future payments.

According to ASC 842, the Company has measured the lease liabilities acquired on August 1, 2022 by measuring the present value of the remaining lease payments, as if the lease were acquired on acquisition date.

The right-of-use assets were measured at the same amount as the lease liabilities as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

According to ASC 842, the Company has measured the lease liabilities acquired on August 1, 2022 by measuring

the present value of the remaining lease payments, as if the lease were acquired on acquisition date.

The right-of-use assets were measured

at the same amount as the lease liabilities as adjusted to reflect favorable or unfavorable terms of the lease when compared with market

Finance ROU assets are included in property, plant, equipment, net (see Note 11).

As of December 31, 2022 and

2021, we recorded operating right-of-use assets of $ 1,880,056 and $ 663,291 , operating lease obligations of $ 1,929,474 and $ 721,878 , and

finance lease obligations of $ 3,262,860 and none .

As of December 31, 2023 and 2022, we recorded

operating right-of-use assets of $ 1,534,870 and $ 1,880,056 , operating lease obligations of $ 1,629,821 and $ 1,929,474 , and finance lease

obligations of $ 2,816,078 and 3,262,860 .

Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate

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is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset.

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

to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions

and volatility in the global financial markets.

states and many countries have issued policies intended to stop or slow the

further spread of the disease.

The Company’s Kuwait operations were suspended to comply with the social distancing measures implemented

in Kuwait, but in 2022 has allowed for the Company to obtain site personnel visas to recommence operations for site refurbishments.

Company’s Utah operations were temporarily suspended from March through May 2020, but have since resumed in full in its manufacturing

of its RPCs, and infrastructure preparations.

Currently the operations at the Company’s Vernal plant are limited due to recent,

supply and personnel limitations.

The Company is not currently producing product toward our off-take agreement due to these

recent developments.

The Company continues to assess the impact of these limitations, including the impact on our ancillary agreements.

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

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

TBT Group’s piezo electric and energy harvesting technologies.

For the year ended December 31, 2022 we realized an impairment

loss of $447,124 on this license agreement with TBT Group due to the current disruptions at the Vernal, Utah facility.

As of December 31, 2022 we continued to

pursue a test facility or third party reactor for our nano catalyst technology that facilitates chemical manufacturing, with a focus

on the production of ammonia .

The Company received recent quotes for testing or building

our own test facilities with new partners for this venture with estimates of cost being over $4 million.

The Company does not anticipate

pursing this cost of testing at this time.

After taking into consideration this new information, we noted that the newly requested capital

expenditure to test and scale the business triggered an impairment loss of assets related to our ammonia synthesis assets of $3,254,999.

We have previously extracted and sold precious metals using our extraction

machinery and held extracted precious metals from those operations of the machinery for monetization.

The operations surrounding our precious

metals extraction services were temporarily suspended until recently, although due to these suspended activities and a shift in 2022 of

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

concentrate and an impairment loss of $6,269,998 surrounding the extraction machinery.

2022, the operations at the Company’s Vernal plant were limited due to supply and personnel limitations.

The Company assessed

the impact of the 2022 limitations, including the impact on our ancillary agreements.

In 2022, ancillary to our Vernal, Utah

operations, the Company had an exclusive license agreement with TBT Group, Inc.

For the year ended December 31, 2022, we

realized an impairment loss of $ 447,124

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

In 2023 we agreed with TBT Group, Inc.

to cancel the license agreement and both parties agreed to fully release and discharge any and all known and unknown claims they may

have against the other party, with neither party owing the other party any money and TBT retaining the ownership of the piezo

electric and energy harvesting technology that was the subject of the license agreement.

During 2023, the Company entered into an

agreement to move our Vernal RPC to Kuwait to commence scaled up remediation services, as the Vernal plant was not producing product

toward its off-take agreement, which further delayed our anticipated operations.

Furthermore, in the fourth quarter of 2023, Enshaat

Al Sayer (Enshaat) (the original contractor chosen for the remediation of certain cleanup for the Kuwait Environmental Remediation

Project (KERP) notified us that it terminated its subcontract with DIC, which effectively terminated DIC’s contract with the

As a result, the Company is negotiating a final contract directly with Enshaat for the remediation services on the KERP.

The Company evaluated these events and determined that the possible cancellation of the Enshaat/DIC contract was a trigger event

requiring analysis for impairment, and we performed a quantitative impairment analysis using an undiscounted cashflow model, and a

probability of approximately 90% that the Company will memorialize its negotiated terms with Enshaat for the anticipated remediation

services, sales, and off-take.

While the Company believes it will enter into a final agreement with Enshaat, the Company cannot ensure a final agreement with Enshaat

will be executed.

The amount of undiscounted cash flows exceeded the book value of the RPC asset group, and we

concluded that no impairment was incurred for the year ended December 31, 2023.

the year ended December 31, 2022, we continued to pursue a test facility or third-party reactor for our nano catalyst technology

that facilitates chemical manufacturing, with a focus on the production of ammonia.

The Company received quotes for testing or

building our own test facilities with new partners for this venture with estimates of cost being over $4 million.

After taking into consideration this information, we noted that the requested

capital expenditure to test and scale the business triggered an impairment loss of assets related to our ammonia synthesis assets of

$ 3,254,999 for the year ended December 31, 2022.

have previously extracted and sold precious metals using our extraction machinery and held extracted precious metals from those operations

of the machinery for monetization.

The operations surrounding our precious metals extraction services were temporarily suspended until 2022.

Due to these suspended activities and a shift in 2022 of the Company’s focus to the oil and gas industry,

we have realized an impairment loss of $ 1,166,709 surrounding our precious metal concentrate and an impairment loss of $ 6,269,998 surrounding

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

impairment charges were incurred during the year ended December 31, 2023.

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carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any

resulting gain or loss is included in results of operations.

The estimated useful lives of property and equipment are as follows:

resulting gain or loss is included in our results of operations.

The estimated useful lives of property and equipment are as

Schedule of useful lives for property plant and equipment

Computers, software, and office equipment

Machinery and equipment

Furniture and fixtures

crude oil gathering, storage, and transportation facilities

Remediation Processing Centers (heavy extraction and remediation equipment) (“RPC”)

Leasehold improvements

Lesser of the lease term or estimated useful life

software, and office equipment

and equipment

oil gathering, storage, and transportation facilities

Processing Centers (heavy extraction and remediation equipment) (“RPC”)

of the lease term or estimated useful life

that is currently being manufactured is considered construction in process and is not depreciated until the equipment is placed into

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a level of likelihood that is more than 50 percent.

We have evaluated our intangible assets and found that certain losses and a delay

in our business plan may have constituted a triggering event for our intangible assets.

We performed an analysis and assessed an impairment

loss in the following areas:

Currently the operations at the Company’s Vernal plant are limited due to recent, temporary supply

and personnel limitations.

The Company is not currently producing product toward our off-take agreement due to these recent developments.

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

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

TBT Group’s piezo electric and energy harvesting technologies.

For the year ended December 31, 2022 we realized an impairment

loss of $ 447,124 on this license agreement with TBT Group due to the current disruptions at the Vernal, Utah facility.

As of December 31,

2022 we continued to pursue a test facility or third party reactor for our nano catalyst technology that facilitates chemical manufacturing,

We have evaluated our intangible assets for the

years ended December 31, 2023 and 2022, and found that certain losses and a delay in our business plan may have constituted a triggering

event for our long-lived intangible assets under ASC 360.

We performed an analysis and did not find any impairment for the year ended

December 31, 2023.

the year ended December 31, 2022, we assessed an impairment loss in the following areas:

During 2022, the operations at the

Company’s Vernal plant were limited due to recent, temporary supply and personnel limitations.

The Company was not producing

product toward our off-take agreement.

Ancillary to our Vernal, Utah operations, the Company had an exclusive license agreement with

TBT Group, Inc., under which we were exploring the possibilities of embedding self-powered sensors directly into the asphaltic

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

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

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

As of December 31, 2022, we

continued to pursue a test facility or third-party reactor for our nano catalyst technology that facilitates chemical manufacturing,

with a focus on the production of ammonia.

The Company received recent quotes for testing

or building our own test facilities with new partners for this venture.

After taking into consideration this new information, we noted

that the newly requested capital expenditure to test and scale the business triggered an impairment loss of assets related to our ammonia

synthesis assets (including it’s patents) of $3,254,999.

The Company received recent quotes for testing or building our own test facilities with

new partners for this venture.

After taking into consideration this new information, we noted that the newly requested capital

expenditure to test and scale the business triggered an impairment loss of assets related to our ammonia synthesis assets (including

its patents) of $ 3,254,999 .

In 2023 we agreed with TBT Group, Inc.

to cancel the license agreement and both parties agreed to fully release and discharge any

and all known and unknown claims they may have against the other party, with neither party owing the other party any money and TBT

retaining the ownership of the piezo electric and energy harvesting technology that was the subject of the license

Company performs its annual goodwill impairment test in the fourth quarter each year, and more frequently if facts and circumstances

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No goodwill impairment

loss was incurred during the year ended December 31, 2022.

loss was incurred during the years ended December 31, 2023 and 2022.

Retirement Obligations

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thus, no ARO obligation

is recorded for the year ended December 31, 2022.

is recorded for the years ended December 31, 2023 and 2022.

compensation is accounted for based on the requirements of ASC 718, “Compensation-Stock Compensation’ (“ASC 718”)

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follow Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”).

The revenue standard contains a five-step approach

that entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s)

with a customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv)

allocating the transaction price to separate performance obligations, and (v) recognizing revenue when (or as) each performance obligation

is satisfied.

The standard requires a number of disclosures intended to enable users of financial statements to understand the nature,

amount, timing and uncertainty of revenue, and the related cash flows.

The disclosures include qualitative and quantitative information

about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized from the costs to obtain

or fulfill a contract.

Due to the business combination

in which we acquired Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, for the year ended December 31, 2022, our sales

consist of storage services and the sale of crude oil or like products.

For the year ended December 31, 2022, disaggregated revenue by customer type was as follows:

$ 21,409,300 in crude oil sales and $ 5,890,910 in product related to natural gas liquids sales.

We recognize revenue when we transfer promised goods or services

to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

After completion of our performance obligation, we have an unconditional right to consideration as outlined in our contracts.

the nature of our product we do not accept returns.

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

with the underlying payment terms.

the year ended December 31, 2021, approximately 99% of our sales consisted of the sale of precious metals with a commitment to deliver

precious metals to the customer, and revenue is recognized on the settlement date, which is defined as the date on which:

(1) the quantity,

price, and specific items being purchased have been established, (2) metals have been shipped to the customer, and (3) payment has been

received or is covered by the customer’s established credit limit with the Company.

revenue standard contains a five-step approach that entities will apply to determine the measurement of revenue and timing of when it

is recognized, including (i) identifying the contract(s) with a customer, (ii) identifying the separate performance obligations in the

contract, (iii) determining the transaction price, (iv) allocating the transaction price to separate performance obligations, and (v)

recognizing revenue when (or as) each performance obligation is satisfied.

The standard requires a number of disclosures intended to

enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue, and the related cash flows.

The disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in applying

the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract.

sales consist of storage services and the sale of crude oil or like products.

For the years ended December 31, 2023 and 2022, disaggregated

revenue by customer type was as follows:

$ 47,683,331 and $ 21,409,300 in crude oil sales and $ 11,268,005 and $ 5,890,910 in product related

to natural gas liquids sales.

recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect

to be entitled in exchange for those goods or services.

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

to consideration as outlined in our contracts.

Due to the nature of our product we do not accept returns.

Our receivables will generally

be collected in less than three months, in accordance with the underlying payment terms.

For the years ended December 31, 2023 and

2022, approximately 97% and 99% of our sales consisted of the sale of crude oil or like products with a commitment to deliver precious

metals to the customer, and revenue is recognized on the settlement date, which is defined as the date on which:

(1) the quantity, price,

and specific items being purchased have been established, (2) product have been shipped to the customer, and (3) payment has been received

or is covered by the customer’s established credit limit with the Company.

order to ensure the revenue recognition in the proper period, we review material sales contracts for proper cut-off based upon the business

practices and legal requirements of each country.

Related Party Revenues

We sell sale of crude oil or like products and provide storage services

to related parties under long-term contracts.

We acquired these contracts in our August 1, 2022 acquisition of Silver Fuels Delhi, LLC

and White Claw Colorado City, LLC.

These contracts were entered into in the normal course of our business.

Our revenue from related parties

for 2022 was $ 6,649,073 .

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 2023 and 2022 was $ 13,241,923

and $ 6,649,073 .

Customers and Concentration of Credit Risk

Company has two major customers, which account for approximately 100 % of the balance of accounts receivable as of December 31, 2022

and 99 % of the Company’s revenues for the year ended December 31, 2022.

Additionally, the Company operates in the crude oil

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

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

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

and access replacement markets at comparable margins.

Company has two major customers, which account for approximately 100 %

of the balance of accounts receivable as of December 31, 2023 and 2022.

Our two major customers (one of which is a related

party) account for approximately 99 %

of the Company’s revenues for the years ended December 31, 2023 and 2022.

Additionally, the Company operates in the crude

oil industry.

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

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

There is risk that the Company would not be

able to identify and access replacement markets at comparable margins.

time to time the Company may work with success based professional service providers, including securities counsel for private offerings,

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of the JOBS Act.

As a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non- emerging growth companies.

December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2019-12, Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the approach for intraperiod

tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside

basis differences.

This guidance also simplifies aspects of the accounting for franchise taxes and changes in tax laws or rates, as well

as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

ASU 2019-12 became effective for

the Company beginning January 1, 2021.

August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 Debt—Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity, which improves Convertible

Instruments and Contracts in an Entity’s Own Equity and is expected to improve financial reporting associated with accounting for

convertible instruments and contracts in an entity’s own equity.

The ASU simplifies accounting for convertible instruments by removing

major separation models required under current U.S.

Consequently, more convertible debt instruments will be reported as a single

liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception,

which will permit more equity contracts to qualify for it.

The ASU also simplifies the diluted earnings per share (EPS) calculation in

certain areas.

May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04

Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation

(Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), provides a “principles-based

framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense.” These amendments are effective for fiscal years beginning after December 15, 2021.

The Company has adopted this pronouncement and it has not materially impacted our consolidated financial statements.

FASB issued ASU No.

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

The guidance improves the accounting for acquired revenue contracts with customers in a business combination by requiring contract assets

and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in

accordance with ASC Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts.

This guidance

will be effective for fiscal years beginning after December 15, 2022, including interim periods within that year, with early adoption

The Company has early adopted this pronouncement and it has not materially impacted our consolidated financial statements.

As a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards

is required for non- emerging growth companies.

In June 2016, the FASB issued ASU No.

Measurement of Credit Losses on Financial Instruments.

2016-13 significantly changes how entities measure credit losses for

most financial assets and certain other instruments that aren’t measured at fair value through net income.

On October 16,

2019, the FASB approved a proposal to change the effective date of ASU No.

2016-13 for smaller reporting companies, such as the

Company, delaying the effective date to fiscal years beginning after December 31, 2022, including interim periods within those

fiscal periods.

The standard will replace today’s “incurred loss” approach with an “expected loss”

The new model, referred to as the current expected credit loss (“CECL”) model, will apply to:

(1) financial

assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures.

This includes,

but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees.

The CECL model does

not apply to available-for-sale (“AFS”) debt securities.

For AFS debt securities with unrealized losses, entities will

measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than

reductions in the amortized cost of the securities.

The ASU also simplifies the accounting model for purchased credit-impaired debt

securities and loans.

2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and

methods for estimating the allowance for loan and lease losses.

We have adopted ASU No.

2016-13, and it did not impact our

consolidated financial statements.

August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which improves

Convertible Instruments and Contracts in an Entity’s Own Equity and is expected to improve financial reporting associated with

accounting for convertible instruments and contracts in an entity’s own equity.

The ASU simplifies accounting for convertible instruments

by removing major separation models required under current U.S.

Consequently, more convertible debt instruments will be reported

as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded

conversion features.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative

scope exception, which will permit more equity contracts to qualify for it.

The ASU also simplifies the diluted earnings per share (EPS)

calculation in certain areas.

This guidance will be adopted by the Company for fiscal year 2024.

The FASB issued ASU No.

2021-08, Accounting

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

The guidance improved the accounting

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

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

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

This guidance will be effective for fiscal years beginning

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

The Company early adopted this

pronouncement in 2022 and it did not materially impact our consolidated financial statements.

In November 2023, the FASB issued ASU No.

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (ASU 2023-07), which requires that a public

entity disclose, on an interim and annual basis, significant segment expense categories and amounts that are regularly provided to its

chief operating decision maker (CODM) and included in each reported measure of segment profit or loss.

An entity must also disclose, by

reportable segment, the amount and composition of other expenses.

The standard requires an entity disclose the title and position of its

CODM and explain how the CODM uses these reported measures in assessing segment performance and determining how to allocate resources.

ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 31, 2024,

with retrospective application.

The standard allows early adoption of these requirements;

we are currently evaluating the disclosure impacts

of our adoption.

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes

Improvements to Income Tax Disclosures” (ASU 2023-09), which requires that a public entity disclose specific categories

in its annual income tax rate reconciliation table and provide additional qualitative information for reconciling items representing at

least 5% of pre-tax income or loss from continuing operations, using the federal statutory tax rate.

The standard also requires an annual

breakdown of income taxes paid by jurisdiction (i.e., federal, state and foreign), with further disaggregation by jurisdictions representing

at least 5% of total income taxes paid.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with prospective

Income/Loss Per Share

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

Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when

the Company is in a net loss position.

For the years ended December 31, 2023 and 2022 our potential dilutive instruments were excluded

from the weighted-average calculation as they were antidilutive.

Potential dilutive instruments as

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convertible notes payable convertible into approximately 224,560 and 14,560

shares of common stock, stock options granted to employees of 1,421,760 and 183,333 shares of common stock, stock options granted to

Board members or consultants of 395,139 and 466,667 shares of common stock.

The Company also has a warrant outstanding to purchase 80,000

shares of common stock as of December 31, 2022.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and

accompanying notes.

We believe our critical accounting estimates relate to the following:

Recoverability of current and noncurrent assets,

revenue recognition, stock-based compensation, income taxes, effective interest rates related to long-term debt, marketable securities,

cost basis investments, lease assets and liabilities, valuation of stock used to acquire

assets, derivatives, and fair values of the intangible assets and goodwill related to business combinations.

shares of common stock, stock options and awards granted to previous and current employees of 1,821,011 and 1,421,760 shares of common

stock, stock options and awards granted to Board members or consultants of 668,230 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

2023 (see Note 19).

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

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, 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

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Business Combination

June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC

(“Jorgan”) and JBAH Holdings, LLC (“JBAH” and, together with Jorgan, the “Sellers”), as the

equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at

closing, which occurred on August 1, 2022, the Company acquired 100% of the issued and outstanding membership interests in each

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

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

a combination of shares of the issuance of 3,009,552 of

the Company’s common stock and secured three-year promissory notes made by the Company in favor of the Sellers in an aggregate

amount of $ 28,664,284 .

June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC (“Jorgan”)

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

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

2022, the Company acquired 100% of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”),

making SFD and WCCC wholly owned subsidiaries of the Company.

The purchase price for the Membership Interests was approximately $ 32.9

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

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

the acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, the following table summarizes the acquisition date fair

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Schedule of recognized identified assets acquired and liabilities assumed

Note payable to seller

Fair value of total consideration paid

Net assets acquired and liabilities assumed

Assets acquired in business combination

Current assets

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

Property, plant and equipment, net

Contract-based intangible assets

Total assets acquired

Liabilities assumed in business combination

Current liabilities

$ ( 7,489,639 )

Long term liabilities

( 2,736,795 )

Total liabilities acquired

$ ( 10,226,434 )

Total net assets acquired

payable to seller

value of total consideration paid

assets acquired and liabilities assumed

acquired in business combination

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

plant and equipment, net

Contract-based

intangible assets

assets acquired

assumed in business combination

term liabilities

liabilities acquired

net assets acquired

value of goodwill represents SFD and WCCC’s ability to generate profitable operations going forward.

Management engaged a valuation expert who performed a valuation

study to calculate the fair value of the acquired assets and goodwill.

Management engaged a valuation

expert who performed a valuation study to calculate the fair value of the acquired assets and goodwill.

Based on the audited valuation

study completed in 2023, we increased the fair value of goodwill and decreased value of the acquired contracts by approximately $ 2,306,660 .

As of December 31, 2023 and 2022, goodwill was $ 14,984,768 and $ 12,678,108 .

The acquired contracts are amortized over their 9 year,

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fees of $ 174,592 for the year ended December 31, 2022.

These costs are included in general and administrative expense in our

consolidated statement of operations.

These costs are included in general and administrative expense in our consolidated

statement of operations.

the date of acquisition on August 1, 2022 through December 31, 2022, $ 28,058,374 of sales in aggregate is attributed to SFD

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Schedule of proforma information

Total net sales

Loss from operations

Net loss (attributable to Vivakor, Inc.)

Basic and diluted loss per share

Weighted average shares outstanding

from operations

loss (attributable to Vivakor, Inc.)

and diluted loss per share

average shares outstanding- Basic and diluted

Accounts receivable

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As of December 31, 2023 and 2022, an allowance for doubtful accounts

of none and $ 33,000 was deemed necessary.

of none was deemed necessary.

Trade accounts receivable are zero interest bearing.

Trade accounts receivable of $ 948,352

are with a vendor of which our CEO is a beneficiary.

As of December 31, 2023, trade accounts receivable

of $ 152,083 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 $ 22,000 to the Company as of December 31, 2023.

Prepaid Expenses and Other Assets

of December 31, 2022 and 2021, we other assets of $ 700,298 and $ 73,245 .

Our other assets consist of various deposits with vendors, professional service agents, or security

deposits on office and warehouse leases, including operating lease deposits in the amount of $ 132,688 and $ 47,388 as of December 31, 2022 and 2021, a deposit for a reclamation bond with the Utah Division of Oil, Gas and Mining in the amount

of $ 14,288 as of December 31, 2022 and 2021, and finance lease deposits of $ 553,322 as of December 31, 2022, which will be returned at the end of the finance

leases after we have complied with the terms of the lease (see Note 17).

As of December 31, 2022, our prepaid expenses

of $ 31,523 mainly consists of prepaid insurances.

of December 31, 2023 and 2022, we had other assets of $ 1,118,188 and $ 700,298 .

Our other assets consist of various deposits with

vendors, professional service agents, or security deposits on office and warehouse leases, including operating lease deposits in the

amount of $ 214,500 and $ 132,688 as of December 31, 2023 and 2022, a deposit for a reclamation bond with the Utah Division of Oil,

Gas and Mining in the amount of $ 14,288 as of December 31, 2023 and 2022, and finance lease deposits of $ 889,400 and $ 553,322 as

of December 31, 2023, which will be returned at the end of the finance leases after we have complied with the terms of the lease

(see Note 16).

of December 31, 2023 and 2022, our prepaid expenses of $ 74,876 and $ 31,523 mainly consists of prepaid insurances.

Marketable Securities

in marketable securities consist of equity securities recorded at fair value.

Fair value is defined as the price that would be received

to sell an asset in an orderly transaction between market participants at the measurement date.

We analyze our marketable securities

in accordance with Accounting Standard Codification 321 (“ASC 321”).

Valuations for marketable securities are based on quoted

prices for identical assets in active markets.

Where marketable securities were found not be part of an actively traded market, we made

a measurement alternative election and estimate the fair value at cost of the investment minus impairment.

December 2021 we sold 3,309,758 shares of common stock of Odyssey Group International, Inc.

(“Odyssey”) ticker:

OTC Markets in a private transaction for a purchase price of $ 860,491 , with $10,000 cash delivered at signing and a note issued in favor

of Vivakor in the amount of $850,491 (see Note 10), reflecting the market price at that time.

The Company recorded an unrealized gain

of $ 203,540 on these marketable securities for the year ended December 31, 2021.

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

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BRZL, OTC Markets., for a

diluted 17% equity holding in the company.

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

shares of Scepter common stock pursuant to the terms of the note at $0.0031 per share.

On the date of the conversion, the Scepter price

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

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

recording an unrealized loss on marketable securities of $ 578,464 and $ 1,297,594 for the years ended December 31, 2022 and 2021.

The Company’s previous Chief Executive Officer, who resigned on October 6, 2022, had an immediate family member who sits on

the board of directors of Scepter Holdings, Inc.

As of December 31, 2022 and 2021 our marketable securities were valued at $ 1,652,754

and $ 2,231,218 .

of December 31, 2022 and 2021, marketable securities were $ 1,652,754 and

$ 2,231,218 .

For the years ended December 31, 2022 and 2021, the Company recorded a total net unrealized loss of $ 578,464

and $ 1,094,054

on marketable securities in the statement of operations.

of December 31, 2022, inventories consist of crude oil.

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

diluted 15% and 17% equity holding in the company as of December 31, 2023 and 2022.

The Company accounted for such securities based

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

securities of $ 1,156,928 and $ 578,464 for the years ended December 31, 2023 and 2022.

The Company’s previous Chief Executive

Officer, who resigned on October 6, 2022, had an immediate family member who sits on the board of directors of Scepter Holdings,

As of December 31, 2023 and 2022, our marketable securities were valued at $ 495,826 and $ 1,652,754 .

of December 31, 2023 and 2022, inventories of $ 44,632 and $ 47,180 consist of crude oil.

The crude oil is related to our oil gathering

facility in Delhi, Louisiana.

As of December 31, 2022, an impairment loss of $ 192,000 related to the Fenix Iron was realized.

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

The nano Fenix Iron are finished goods that have a 20-year

shelf life and were acquired at cost for $ 192,000 .

Inventories are valued at the lower of cost or market (net realizable value).

are valued at the lower of cost or market (net realizable value).

Precious Metal Concentrate

metal concentrate includes metal concentrates located at the Company’s facilities.

Concentrates consist of gold, silver, platinum,

palladium, and rhodium.

Precious metal concentrate was acquired from our funding agreements for extraction operations with Vivaventures

Precious Metals LLC from 2013 through 2016.

Our precious metal concentrate requires further refining to be sold as a finished product

and is valued at the lower of cost or market (net realizable value).

of December 31, 2021, the Company carried a refining reserve of $ 1,166,709

against its precious metal concentrate asset based on estimates that the Company received if it were to sell the precious metal

concentrate in its current concentrated form to processing refineries.

The Company intends to sell our precious metal concentrate in

its current state or refine it into dore bars for sale or monetization and investment purposes.

As of December 31, 2021 the net

realizable value of our precious metal concentrate was $ 1,166,709 .

The operations surrounding our precious metals were temporarily suspended until recently.

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

not been able to sell our precious metals in their concentrate form as anticipated, and have reserved the remaining $ 1,166,709

surrounding our precious metal concentrate for the year ended December 31, 2022.

operations surrounding our precious metals were temporarily suspended until 2022.

Due to these suspended activities, and a shift in 2022

of the Company’s focus to the oil and gas industry, we were not able to sell our precious metals in their concentrate form as anticipated,

and reserved the remaining $ 1,166,709 surrounding our precious metal concentrate for the year ended December 31, 2022.

Notes Receivable

Notes receivable are carried at the receivable

amount less an estimated reserve for troubled accounts.

Management determines the reserve for troubled accounts by analyzing notes receivable

for non-performance, including the payment history of the notes receivable.

Notes receivable consist of the following:

Schedule Of notes receivable

PLC International Investments,

Total Notes Receivable

In December 2021

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

price as of such time.

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

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

As of December 31,

2022 we have reserved against the note in the amount of $828,263.

has a $333,744 note receivable with TMC Capital, LLC, an affiliate of MCW Energy Group Limited.

The parties amended the agreement

in December 2021 to have the note paid on or before October 1, 2022.

As of December 31, 2022 we have reserved against

the note in the amount of $333,744.

receivable are carried at the receivable amount less an estimated reserve for troubled accounts.

Management determines the reserve for

troubled accounts by analyzing notes receivable for non-performance, including the payment history of the notes receivable.

In December 2021 we sold such 3,309,578 shares

of marketable securities in a private transaction for a purchase price of $ 860,491 , reflecting the market price as of such time.

purchase price was paid in the form of $ 10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of $ 850,491

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

As of December 31, 2023 and 2022 we have reserved

against the full balance of the note in the amount of $ 828,263 .

In April 2022 and October 2021, we entered into two two-year master

revolving notes with VWF.

The notes have interest rates of 5 % and 3 % per annum, with payment in full due at maturity.

As of the date of

this report, the October 2021 note with principal and accrued interest of $ 31,128 has matured, but has not yet been paid.

On October 1,

2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI).

The assets, liabilities, and equity related to VWFI were removed from our financial

statements (Note 3 Principles of Consolidation ), resulting in the gain on deconsolidation.

These notes with VWFI were previously

eliminated upon consolidation.

Property and Equipment

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Schedule of property and equipment, net

Carrying Amount

Depreciation/Amortization

Carrying Amount

lease- Right of use assets

metal extraction machine- 1 ton

metal extraction machine- 10 ton

Plant Facilities

Nanosponge/Cavitation

Processing Unit 1

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Processing Unit System B

the year ended December 31, 2021 the Company paid $ 64,950 with 5,413 shares of Series C-1 Preferred Stock for equipment, which has

been valued based on similar cash purchases of the Series C-1 Preferred Stock at approximately $12.00 per share.

For the years ended

December 31, 2022 and 2021 depreciation expense was $ 638,073 and $ 11,561 .

For the years ended December 31, 2022 and 2021 capitalized

interest to equipment from debt financing was none and $ 1,614,697 .

Equipment that is currently being manufactured is considered construction

in process and is not depreciated until the equipment is placed into service.

Equipment that is temporarily not in service is not depreciated

until placed into service.

The operations surrounding our precious metals

extraction services were temporarily suspended until recently, although due to these suspended activities and a shift in 2022 of the Company’s

focus to the oil and gas industry, we have realized an impairment loss of $6,269,998 surrounding the extraction machinery for the year

ended December 31, 2022.

As of December 31, 2022 we continued to pursue

a test facility or third party reactor for our nano catalyst technology that facilitates chemical manufacturing, with a focus on the

production of ammonia, which includes our bioreactor equipment .

Tank Expansion

the years ended December 31, 2023 and 2022, depreciation expense was $ 148,603 and $ 638,073 .

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.

The Company received recent

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January 20, 2021, the Company entered into a worldwide, exclusive license agreement with TBT Group, Inc.

independent Vivakor Board member is a 7% shareholder) to license piezo electric and energy harvesting technologies for creating

independent Vivakor Board member was a 7% shareholder) to license piezo electric and energy harvesting technologies for creating

self-powered sensors for making smart roadways.

The Company paid $25,000 and 16,667 shares of restricted common stock upon signing.

On March 4, 2022, the Company paid licensor an additional $225,000.

When the licensor delivers to the Company data

showing that the sensor performs based on mutually defined specifications and all designs for the sensor are completed, Company

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

Upon the delivery of a mutually agreed working

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

Upon commercialization of the product,

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

TBT shall have the option, at its sole

discretion, to convert the license to a non-exclusive license if the Company fails to pay $500,000 to TBT for sensor inventory per

year, which will commence after the second anniversary of product commercialization.

The Company shall share in the development

costs of the sensor technology to the time of commercialization.

The Company amended the agreement multiple times in 2021 to extend the terms of the first milestone payment of $ 225,000 payment

to the licensor, and further amended the agreement in March 2022 to finally extend the payment to be no later than

March 4, 2022.

The Company paid consideration of $15,000 for these amended extensions.

Currently the operations at our Vernal

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

We are not currently producing product toward the

off-take agreement due to these recent developments.

Ancillary to our Vernal, Utah operations, is our exclusive license agreement

with TBT Group, Inc., For the year ended December 31, 2022 we realized an impairment loss of $ 447,124 on

The Company paid $ 25,000 and 16,667 shares

of restricted common stock upon signing.

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

this license agreement due to the current disruptions at the Vernal, Utah facility.

The Company is in the process of analyzing data

received for this product.

Intellectual Property, Net and Goodwill

following table sets forth the components of the Company’s intellectual property at December 31, 2022 and 2021:

Schedule Of Intellectual Property

December 31, 2022

December 31, 2021

Extraction Technology patents

Extraction Technology

Acquired crude oil contracts

Ammonia synthesis patents

Total Intellectual property

In 2023 we agreed with TBT Group, Inc.

the license agreement and both parties agreed to fully release and discharge any and all known and unknown claims they may have

against the other party, with neither party owing the other party any money and TBT retaining the ownership of the piezo electric

and energy harvesting technology that was the subject of the license agreement.

Intangible Assets, Net and Goodwill

following table sets forth the components of the Company’s intangible assets at December 31, 2023 and 2022:

Schedule Of intangible assets

Technology patents

crude oil contracts

Intellectual property

changes in the carrying amount of goodwill are as follows:

1 unchanged sentence

January 1, 2021

Business combination acquisition (1)

December 31, 2022

There is no goodwill

as of December 31, 2021.

Business combination acquisition (1)

December 31, 2023

(1) The measurement of assets acquired

and liabilities assumed in the business combination is based on preliminary estimates made by management and subject to adjustment within

twelve months.

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

assumed liabilities and goodwill within twelve months.

Based on the valuation study, we increased the fair value of goodwill and decreased

the value of the acquired contracts by $2.3 million in 2023.

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

2 unchanged sentences

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.

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

the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC

2 unchanged sentences

maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude oil terminal operated by WCCC.

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

is required to pay $ 150,000 per month.

The agreement expires on December 31, 2031.

In the business combination

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

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

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

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

In the event that SFD makes

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

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

The Supply Agreement expires on December 31,

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

Based on the valuation

study, the fair values of goodwill and the acquired contracts (described above) were $ 12,678,108 and $ 19,095,420 on August 1, 2022.

the 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.

The measurement of assets acquired and liabilities assumed in the business combination was based on preliminary estimates made by management

and subject to adjustment within twelve months.

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

Based on the valuation study, we increased the fair value of goodwill and decreased the value of the acquired

contracts by $ 2.3 M

As of December 31, 2023 and 2022, goodwill was $ 14,984,768

and $ 12,678,108 .

As of December 31, 2023 and 2022, the fair values of the acquired contracts (described above) were $ 16,788,758

and $ 19,095,420 .

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

The amortization expense of the acquired contracts was $ 844,930 from

the date of acquisition on August 1, 2022 through December 31, 2022, and amortization expense for the years 2023 through 2027

is $ 2,027,832 in each respective year.

The amortization expense of the acquired contracts was $ 844,930

from the date of acquisition on August 1, 2022 through December 31, 2022, and amortization expense for the years 2023

through 2028 is $ 1,680,809

in each respective year.

As of December 31, 2023, the net carrying value of the acquired contracts is $ 14,263,021 .

4 unchanged sentences

of $ 16,385,157 , which consists of the consideration of $ 11,800,000 and the Company assuming a deferred tax liability in the amount of

$ 4,585,157 .

All ownership in the Extraction Technology (including all future enhancements, improvements, modifications, supplements,

2 unchanged sentences

The Extraction Technology is amortized over a 20 -year life.

the years ended December 31, 2022 and 2021 the amortization expense of the technology was $ 819,258 .

Amortization expense

for the years 2023 through 2027 is $ 819,258 in each respective year.

As of December 31, 2022 and 2021 the net carrying value of the Extraction

Technology is $ 9,899,366 and $ 10,718,623 .

For the years ended

December 31, 2023 and 2022, the amortization expense of the technology was $ 819,258 .

Amortization expense for the years 2024 through

2028 is $ 819,258 in each respective year.

As of December 31, 2023 and 2022, the net carrying value of the Extraction Technology is

$ 9,080,108 and $ 9,899,366 .

2019, the Company began the process of patenting the Extraction Technology and all of its developments and additions since the acquisition,

and we have filed a series of patents and capitalized the costs of these patents.

As of December 31, 2022 and 2021, the capitalized

costs of these patents are $ 113,430 .

The patents were placed in service in 2021 and are amortized over the patents’ useful life

of twenty years.

For the year ended December 31, 2022 and 2021 the amortization expense of

the patents was $ 6,672 and $ 5,560 .

Amortization expense for the years 2023 through 2027 is $ 5,672 in each respective year.

of December 31, 2022 and 2021 the net carrying value of the patents is $ 101,197 and $ 107,870 .

The capitalized costs of these patents are $ 113,430 .

The patents were placed in service in 2021 and are amortized over the patents’ useful life of twenty years.

For the year ended

December 31, 2023 and 2022, the amortization expense of the patents was $ 6,672 .

Amortization expense for the years 2024 through 2028

is $ 5,672 in each respective year.

As of December 31, 2023 and 2022, the net carrying value of the patents is $94,525 94,525 and $ 101,197 .

Company entered into an asset purchase agreement dated September 5, 2017, where two patents (US patent number 7282167- Method

and apparatus for forming nano-particles and US patent number 9272920- System and

method for ammonia synthesis ) were purchased and attributed a fair market value of $ 4,931,380 ,

which consists of the consideration of $3,887,982 and the Company assuming a deferred tax liability in the amount of $1,043,398.

patents grant the Company ownership of a nano catalyst technology that facilitates chemical manufacturing, with a focus on the

production of ammonia, specifically for the gas phase condensation process used to create the

iron catalyst.

As of December 31, 2022 we continued to pursue a test facility or third party reactor for our nano

catalyst technology .

The Company received recent quotes for testing or building our own

test facilities with new partners for this venture with estimates of cost being over $4 million.

After taking into consideration

this new information, we noted that the newly requested capital expenditure to test and scale the business triggered a net

impairment loss to fully impair the patents, and the deferred tax liability related to the patents was reduced, yielding a net

impairment loss of $1,622,998.

patents were being amortized over their useful life of 10 years before the impairment was triggered.

For the years ended December 31,

2022 and 2021 the amortization expense of the patents was $ 493,138 .

As of December 31, 2022 and 2021 the net carrying value of the patents

was none and $ 2,835,544 .

and apparatus for forming nano-particles and US patent number 9272920- System and method for ammonia synthesis) were purchased and

attributed a fair market value of $ 4,931,380 ,

which consists of the consideration of $ 3,887,982

and the Company assuming a deferred tax liability in the amount of $ 1,043,398 .

The patents grant the Company ownership of a nano catalyst technology that facilitates chemical manufacturing, with a focus on the

production of ammonia, specifically for the gas phase condensation process used to create the iron catalyst.

As of December 31,

2022, we continued to pursue a test facility or third-party reactor for our nano catalyst technology.

The Company received

quotes for testing or building our own test facilities with new partners for this venture with estimates of cost being over $4

After taking into consideration this information, we noted that the requested capital expenditure to test and

scale the business triggered a net impairment loss to fully impair the patents, and the deferred tax liability related to the

patents was reduced, yielding a net impairment loss of $ 1,622,998

for the year ended December 31, 2022.

The patents were being amortized over their useful life of 10

years before the impairment was triggered.

For the year ended December 31, 2022, the amortization expense of the patents was

Accounts Payable and Accrued Expenses

1 unchanged sentence

Schedule of accounts payable and accrued expenses

Accounts payable

Office access deposits

Accrued compensation

Unearned revenue

Accrued interest (various notes and loans payable

Accrued interest (working interest royalty programs)

Accrued tax penalties and interest

Accounts payable and accrued expenses

of December 31, 2022, our accounts payable are primarily made up of trade

payable for the purchase of for crude oil .

Trade accounts payables in the amount of $ 4,000,681

is with a vendor who our CEO is a beneficiary of.

$37,685 of accounts payable related to services rendered, which are not trade payables,

are with a vendor who our CEO is a beneficiary of.

$43,934 of accounts payable related to services rendered, which are not trade payables,

are with a vendor where our Chief Financial Officer sits on the board of the directors and is an officer.

of December 31, 2021 the Company accrued $ 225,000 for a milestone payment to be paid to TBT

(of which an independent Vivakor Board member is a 7% shareholder) related to our worldwide, exclusive license agreement

for the license of piezo electric and energy harvesting technologies for creating self-powered sensors for making smart roadways.

milestone payment was paid in March 2022.

In March 2023, the Compensation Committee reviewed the Company’s

2022 results, including, but not limited to, the progress of the Company’s historic business and certain acquisitions completed

by the Company, and approved discretionary bonuses, which have been accrued as of December 31, 2022, for the Chief Financial Officer,

and an acquisition consultant, in the amounts of $ 505,467 (included in accrued compensation) and $ 421,222 (included in accounts payable),

respectively.

Stock Payable

2019, the Company had an outstanding payable of $ 11,800,000

payable in common stock to Sustainable Fuels, Inc.

(“SFI”) for the Extraction Technology (See Note 13).

Common Stock was issued, the owner of SFI died and the matters and affairs of his estate were passed to the executor of his estate.

We attempted to contact SFI and the executor of the estate multiple times to issue and send the common stock to the company or

appropriate successor of the estate to no avail.

In 2021, the Company was able to make contact with the new owner of SFI and we issued 20,000,000

shares of Common Stock to SFI per the terms of the agreement.

access deposits

interest (various notes and loans payable)

interest (working interest royalty programs)

tax penalties and interest

payable and accrued expenses

of accounts payable and accrued expenses related parties

payable- related parties

interest (notes payable)- related parties

payable and accrued expenses- related parties

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

accounts payables in the amount of $ 1,933,817 and $ 4,000,681 is with a vendor who our CEO is a beneficiary of.

As of December 31,

2023 and 2022, accounts payable related to services rendered of $ 178,325 and $ 37,685 , which are not trade payables, are with a vendor

who our CEO is a beneficiary of.

As of December 31, 2023 and 2022, none and $ 43,934 of accounts payable related to services rendered,

which are not trade payables, are with a vendor where our Chief Financial Officer sits on the board of the directors and is an officer.

of December 31, 2021, the Company accrued $ 225,000

for a milestone payment to be paid to TBT Group, Inc.

(of which an independent Vivakor Board member is a 7% shareholder) related to

our worldwide, exclusive license agreement for the license of piezo electric and energy harvesting technologies for creating

self-powered sensors for making smart roadways.

This milestone payment was paid in March 2022.

In 2023 we agreed with TBT Group, Inc.

to cancel the license agreement and both parties agreed to fully release and discharge any and

all known and unknown claims they may have against the other party, with neither party owing the other party any money and TBT retaining

the ownership of the piezo electric and energy harvesting technology that was the subject of the license agreement.

March 2023, the Compensation Committee reviewed the Company’s 2022 results, including, but not limited to, the progress of

the Company’s historic business and certain acquisitions completed by the Company, and approved discretionary bonuses, which have

been accrued as of December 31, 2023, 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.

In November 2023, our CEO came to

beneficially own approximately 41.86% of our outstanding Common Stock, and 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.

to this change in ownership, certain change of control provisions in the Company’s agreements were triggered, including within

the Chief Financial Officer’s employment agreement, with the related the executive bonus of $ 700,000 accrued in 2023.

As of December 31,

2023, accrued compensation to current employees includes $ 90,236 in accrued vacation pay due to our Chief Executive Officer, which may

be payable in cash or stock if unused, and $ 1,419,818 due to our Chief Financial Officer, with $ 58,558 in accrued sick and vacation pay

that may be payable in cash if unused, and the remainder paid in cash.

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 four-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,

Maxus funded 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.

Under the terms of the lease, we expect our lease payments to Maxus under the supplement to be approximately $ 57,962 per month over four years, with an early buyout option or option at the end of the base term to purchase the wash plant for the then fair market value.

We anticipate that the lease will commence in the second quarter of 2024, at which time the final amount funded, and lease payments will be determined.

Because we were involved in the construction of the wash plant and were responsible for paying a portion of the construction costs, we evaluated the control criteria in ‘build to suit’ lease accounting guidance under GAAP ASC 842 (Leases) where the Company was deemed, for accounting purposes, to have control of the wash plant during the construction period.

Accordingly, the Company recorded project construction costs incurred during the construction period for the wash plant incurred by the landlord as a construction-in-process asset and a related financing obligation on our consolidated balance sheets.

The total $ 3.3 million of project construction costs (which includes $ 2.2 million of costs funded by Maxus and $ 1.1 million of costs incurred by Vivakor, Inc.) have been capitalized and recorded to construction-in-process within ‘Property and equipment, net’.

The $ 2.2 million of construction costs funded by Maxus have been recorded as a component of ‘Accounts payable and accrued expenses.

accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on

deconsolidation of $ 438,099

(Note 3 Principles of Consolidation ).

After deconsolidating VWFI, approximately $ 9,107,297

of unearned revenue (which was previously eliminated upon consolidation) is reported in our current liabilities and relates to our

2020 agreement to manufacture RPCs for VWFI.

VWFI has currently funded the manufacturing of one double capacity RPC, which is

expected to be completed and sold to VWFI in 2024 through a sale lease back agreement, at which time we will record a ROU asset and lease liability, and the unearned revenue will be alleviated.

Loans and Notes Payable

and notes payable and their maturities consist of the following:

Third party debt:

Schedule of loans and notes payable

Various promissory notes

and convertible notes (a)

Novus Capital Group LLC Note (b)

Triple T Notes (c)

National Buick GMC (d)

Various Convertible Bridge Notes (e)

Blue Ridge Bank (f)

Small Business Administration (g)

JP Morgan Chase Bank (h)

Jorgan Development, LLC (i)

Various variable

interest promissory notes (j)

Total Notes Payable

Loans and notes payable, current

Loans and notes payable, current attributed to variable interest entity

Loans and notes payable, long term

promissory notes and convertible notes (a)

Capital Group LLC Note (b)

Buick GMC (c)

Ridge Bank (d)

Business Administration (e)

Dali International for Gen.

Trading & Cont.

variable interest promissory notes (i)

notes payable

and notes payable, current

and notes payable, current attributed to variable interest entity

and notes payable, long term

Related party debt:

of loans and notes payable related parties

variable interest promissory notes- related parties (i)

Development, LLC (j)

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

Schedule of maturities of loans and notes payable

From 2013 through 2018

the Company issued a series of promissory notes and convertible notes with various interest rates ranging up to 12% per annum.

convertible notes convert at the holder’s option after 1 year of issuance and may be converted into shares of common stock.

2013 through 2018 the Company issued a series of promissory notes and convertible notes with various interest rates ranging up to

12% per annum.

The convertible notes convert at the holder’s option after 1 year of issuance and may be converted into shares

of common stock.

The conversion price is generally equal to the specified per share conversion rate as noted in the note agreements.

In 2017, the Company acquired

assets, including patents, in the amount of $4,931,380 in which the Company also agreed to assume the encumbering debt on asset in

the amount of $334,775.

2017, the Company acquired assets, including patents, in the amount of $4,931,380 in which the Company also agreed to assume the

encumbering debt on asset in the amount of $334,775.

The debt currently accrues interest at 10% per annum.

In November 2021, the lender agreed to extend

the maturity of the note to April 1, 2022.

On April 1, 2022, the lender agreed to extend the maturity of the note to April 1,

2023 with an initial payment of $52,448 and approximate monthly payment of $29,432 thereafter until the note is fully paid.

The balance of this note

is due to a related party, a company owned by the 51% owner of Vivakor Middle East LLC.

The loan was granted to Vivakor Middle East

LLC by the majority owner for operational use.

On March 10, 2021, the Company entered into a master revolving note with Triple

T Trading Company LLC to set forth the relationship of the parties to retain the previous terms of the note payable to Triple T Trading

Company LLC, to include a note maturity of March 10, 2023, and maximum lending amount of 1,481,482 QAR or approximately $400,000,

valued at an exchange rate of approximately $0.27 per QAR on December 31, 2022.

Subsequent to December 31, 2022 the parties

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

In May 2019, the Company

purchased a vehicle for $36,432 and financed $34,932 over six years with an interest rate of 6.24% per annum.

Monthly payments of

$485 are required and commenced in July 2019.

In 2020 the Company entered

into various convertible promissory notes as follows:

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

The notes accrue interest

at 10 % per annum and have a maturity of the earlier of 12 months or the consummation of the Company listing its Common Stock on a senior

stock exchange.

The notes are convertible at the Company’s option into shares of the Company’s common stock at a price equal

to 80% of the opening price of the Company’s common stock on the national exchange or the offering price paid by the investors

in the financing in connection with the uplist, whichever is lower, or (ii) repaid in cash in an amount equal to the indebtedness being

repaid plus a premium payment equal to 15% of the amount being repaid.

If an event of default has occurred and the Company does not convert

the amounts due under the Note into the Company’s common stock, then the Company will have the option to convert the outstanding

indebtedness into shares of the Company’s common stock at a price equal to 80% of the weighted average trading price of the Company’s

common stock, or be repaid in cash in an amount equal to all principal and interest due under the Note.

notes were converted to common stock as of April 5, 2022.

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

The note bears a 10% Original Issue Discount.

The loan shall mature in 1 year and may be convertible at the lower of $12.00

or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the

note may be converted at a 30% discount to market.

The Company also issued 3,333 restricted shares with no registration rights in conjunction

with this note, which was recorded as a debt discount

in the amount of $44,000, which is amortized to interest expense over the term of the agreements using the effective interest method.

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

In October 2021 the parties agreed to extend the maturity of this loan to April 13, 2022 in exchange for an increase

in principal owed of $30,000.

This note was converted to common stock as of April 13, 2022.

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

The note bears a 10% Original Issue Discount.

The loan shall mature in 1 year and may be convertible at the lower of $12.00

or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the

note may be converted at a 30% discount to market.

The Company also issued 3,333 restricted shares with no registration rights in conjunction

with this note, which was recorded as a debt discount

in the amount of $36,000, which is amortized to interest expense over the term of the agreements using the effective interest method.

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

In February 2022 the parties agreed to extend the maturity of this loan to August 8, 2022 in exchange for an increase

in principal owed of $25,000.

This note was converted to common stock as of April 13, 2022.

May 2020, the Company entered into a Paycheck Protection Program (“PPP”) loan agreement for $205,100 with Blue Ridge

Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan carries an annual

interest rate of one (1) percent per annum with payment beginning in the seventh month with monthly payments required until maturity

in the 18 th month.

The loan may be fully forgivable according to the CARES Act if the Company can provide proper documentation

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, this note encumbered our ammonia synthesis assets, which were sold in February 2024, and the Company was released by the lender from this liability.

May 2019, the Company purchased a vehicle for $36,432 and financed $34,932 over six years with an interest rate of 6.24% per

Monthly payments of $485 are required and commenced in July 2019.

May 2020 and in January 2021, the Company entered into a Paycheck Protection Program (“PPP”) loan agreement

for $205,100 for each loan with Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck

Protection Program.

The May 2020 loan carries an annual interest rate of one (1) percent per annum with payment beginning in

the seventh month with monthly payments required until maturity in the 18 th month.

The January 2021 loan carries

an annual interest rate of one (1) percent per annum with payment beginning in the tenth month with monthly payments required until

maturity in five years.

The loans may be fully forgivable according to the CARES Act if the Company can provide proper documentation

for the use of the proceeds of the loan.

The Company has achieved the milestones for loan forgiveness and anticipates that this debt

will be forgiven in full in 2021.

On January 6, 2021 the Company was granted an extension of the PPP and granted an additional

$205,100 from Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loan carries an annual interest rate of one (1) percent per annum with payment beginning in the tenth month with monthly payments

required until maturity in five years.

The loan may be fully forgivable according to the CARES Act if the Company can provide proper

documentation for the use of the proceeds of the loan.

The Company has achieved the milestones for loan forgiveness, has applied

for loan forgiveness, and anticipates that this debt will be forgiven in full.

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.

The Company is not currently making payments on these loans.

May through August 2020, the Company entered into two loan agreements with the Small Business Administration for an aggregate

2 unchanged sentences

The loans shall mature in 30 years.

April 2021, the Company entered into a Paycheck Protection Program loan agreement with JP Morgan Chase Bank, subject to the

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

The loan may be fully forgivable according

to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan.

The Company received loan

forgiveness of this debt in 2022.

On August 1, 2022,

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

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

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

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

The consideration for the membership interests included

secured three-year promissory notes in the amount of $286,643 to JBAH and $28,377,641 to Jorgan, which accrue interest of prime plus

3% on the outstanding balance of the notes.

Under the MIPA, the Company has committed to make a payment to Jorgan and JBAH on or

before February 1, 2024 in the amounts of $16,306,754 to Jorgan and $164,715 to JBAH, whether in cash or unrestricted common

In the event of a breach of the terms of the notes, the sole and exclusive remedy of the holder of the notes will be to unwind

the MIPA transaction.

The principal amount of the notes, together with any and all accrued and unpaid interest thereon, will be paid

on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th ) calendar

day of each calendar month thereafter.

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

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

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

In October 2022, we entered into an agreement amending the notes issued as consideration in the MIPA, whereby, as soon

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

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

of the Company’s common stock as a payment of $10,000,000 toward the principal of the note on a pro rata basis, reflecting

a conversion price of $1.42 per share.

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

against the threshold payment amount, as defined in the notes and the MIPA.

For the year ended December 31, 2022, the Company

paid $399,932 in principal and $872,404 in interest to Jorgan.

For the year ended December 31, 2022, the Company paid $286,643

in principal and $6,111 in interest to JBAH paying this note off in full.

of these various promissory notes are related to the special purchase vehicle, Viva Wealth Fund I, LLC (VWFI) of which the balance

primarily related to an offering up to $25,000,000 in convertible notes in a private offering.

As of December 31, 2022, VWFI

has raised $11,750,000 and converted $10,425,000 of this debt to VWFI LLC units.

A convertible note will automatically convert into

the LLC units at the earlier of (i) the date that the Equipment is placed into quality control and testing or (ii) six months from

the date of investment.

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

At the maturity date,

remaining interest will be paid, at which time no further interest payments will accrue.

Upon the offering termination date, all

units accepted for any series of equipment will automatically convert to Vivakor common stock if the Company has not accepted subscriptions

for at least $8,250,000 for Series B of the equipment.

The conversion price of the automatic stock conversion will be the greater

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

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

The termination date

of the offering has been extended until March 31, 2023 in the sole discretion of VWFI.

As of April 28, 2021 VWFI has reached

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

VWFI has commenced fundraising for RPC Series

B, and as of December 31, 2022, VWFI has raised approximately $5,500,000 to manufacture RPC Series B.

Subsequent to December 31,

2022 an additional $1,980,000 has been raised in relation this offering, and $555,000 of this debt has been converted into units

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

$599,500, from a related party of

VWFI, which accrues 6% interest per annum, has a maturity date of October 11, 2023, where no payments are made prior to the

maturity date unless at the option of the fund;

$300,000, from a related party of VWFI, which accrues 5% interest per annum, has

a maturity date of July 14, 2024, where no payments are made prior to the maturity date unless at the option of the fund.

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.

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

In order to repay the amounts due under the note, we will pay $12 per ton of material we process from the amounts due to

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

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.

December 5, 2023, Vivakor, Inc.

(the “Company”) received a loan from an

individual lender in the principal amount of one million dollars ($1,000,000) and, in connection

therewith, the Company (the “Loan”) and agreed to issue 100,000 restricted shares

of the Company’s common stock, which was recorded as a debt discount in the amount of $93,990, which is amortized to interest expense over the term of the agreement using the effective interest method.

The Loan bears interest at the rate of 10% per annum,

matures on December 31, 2024, has been personally guaranteed by James Ballengee, the

Company’s Chief Executive Officer.

The lender is not a related party or affiliate of

balance of these various promissory notes are related to the special purchase vehicle, Viva Wealth Fund I, LLC (VWFI), which was

deconsolidated in 2023.

The 2022 balance primarily related to an offering up to $25,000,000 in convertible notes in a private offering,

which was closed in 2023.

As of December 31, 2022, VWFI raised $11,750,000 and converted $10,425,000 of this debt to VWFI LLC

A convertible note automatically converted into the LLC units at the earlier of (i) the date that the Equipment is placed

into quality control and testing or (ii) six months from the date of investment.

The convertible notes accrued interest at 12% per

annum and are paid quarterly.

At the maturity date, remaining interest would be paid, at which time no further interest payments

As of December 31, 2022, VWFI also entered into various master revolving notes outside of the offering:

$599,500, from

a related party of VWFI, which accrues 6% interest per annum, had a maturity date of October 11, 2023, where no payments are

made prior to the maturity date unless at the option of the fund;

$300,000, from a related party of VWFI, which accrued 5% interest

per annum, had a maturity date of July 14, 2024, where no payments are made prior to the maturity date unless at the option

Any remaining notes related to VWFI were deconsolidated as of October 1, 2023.

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

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

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

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

The consideration for the membership

interests included secured three-year promissory notes in the amount of $286,643 to JBAH and $28,377,641 to Jorgan, which accrue

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

Under the MIPA, the Company has committed to make a payment to

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

or unrestricted common stock.

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

the notes will be to unwind the MIPA transaction.

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

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

(20 th ) calendar day of each calendar month thereafter.

Monthly Free Cash Flow means cash proceeds received by SFD and

WCCC from its operations minus any capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures

for personal protective equipment, additions to the land/current facilities and pipeline connections) and any payments on the lease

obligations of SFD and WCCC.

In October 2022, we entered into an agreement amending the notes issued as consideration in the

MIPA, whereby, as soon as is practical, following the approval of the Company’s shareholders (which was obtained in November 2023),

the Company issued 7,042,254 restricted shares of the Company’s Common Stock (the “Exchange Shares”) in exchange

for the forgiveness and cancellation of $10,000,000 of principal (the “Cancelled Debt Principal”) under the Note, reflecting

a conversion price of $1.42 per share (the “Exchange”).

The Company’s shareholders approved the Exchange and the

Exchange Shares were issued on November 10, 2023 (the “Exchange Date”).

As of the Exchange Date, the Exchange Shares

had a fair value of approximately $5.6 million.

The Exchange was accounted for as a troubled debt restructuring under ASC 470

Debt (“ASC 470”) , as (i) the Company was determined be experiencing financial difficulties as defined by

ASC 470-60, and (ii) the Cancelled Debt Principal exceeded the fair value of the Exchange Shares by approximately $4.4 million, resulting

in a lower effective borrowing rate on the Note as a result of the Exchange, and thus the Exchange was determined to result in a

concession by the Lender.

The Company performed a comparison of the undiscounted cash flows associated with the Note subsequent to

the Exchange to the carrying value of the Note as of the Exchange date.

The net carrying value of the Note was determined to exceed

the undiscounted future cash flows by approximately $1.2 million (the “Excess Carrying Value”).

The Note was thus written

down to the amount of the undiscounted future cash flows on the Note from the Exchange Date to maturity.

Further, as the Lender is

a related party of the Company, the Excess Carrying Value was accounted for as a capital transaction and no gain or loss was recognized

related to the restructuring.

Once the registration statement is declared effective by the SEC, the note payment will count against

the threshold payment amount, as defined in the notes and the MIPA, and no other material terms of the original note were changed

as a result of the conversion.

For the year ended December 31, 2023 and 2022, the Company made cash payments of $470,160 and

$399,932 in principal and $3,117,826 and $872,404 in interest to Jorgan.

For the year ended December 31, 2022, the Company made

cash payments of $286,643 in principal and $6,111 in interest to JBAH paying this note off in full.

balance of this note is due to a related party, a company owned by the 51% owner of Vivakor Middle East LLC.

The loan was granted

to Vivakor Middle East LLC by the majority owner for operational use.

On March 10, 2021, the Company entered into a master revolving

note with Triple T Trading Company LLC to set forth the relationship of the parties to retain the previous terms of the note payable

to Triple T Trading Company LLC, to include a note maturity of March 10, 2023 (which was extended to March 10, 2025 and

maximum lending amount of 1,481,482 QAR or approximately $400,000, valued at an exchange rate of approximately $0.27 per QAR on December 31,

Subsequent to December 31, 2023, the parties agreed to extend the maturity date of the loan to March 10, 2025.

Commitments and Contingencies

the business combination where we acquired Silver Fuels Delhi, LLC (SFD) and White Claw Colorado City, LLC (WCCC), we acquired certain

finance leases contracts and liabilities as described below:

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:

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

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

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

The second transaction involved the Company assigning the remaining property at the oil gathering facility with the exception of land, to Maxus for consideration of $ 1,350,861

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

The second transaction involved the Company assigning the remaining property at the oil gathering facility with the exception of

land, to Maxus for consideration of $ 1,350,861

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

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

The land, contains the oil gathering facility, is being used as collateral by the lessor

for both lease obligations.

are required to make minimum cash reserve payments of at least $ 24,000 ($ 8,945 and $ 15,055 for the first and second lease, respectively)

each month in addition to the base lease payments.

The cash reserve payments are to be used in the event of a default.

At the end of

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

As of December 31, 2022, the balances of the cash reserves

for these leases were $ 369,109 (see Note 6).

As these leases grant the lessee an option to purchase the underlying asset that the lessee is reasonably

certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of use assets in our property, plant,

and equipment, and depreciated them on a straight-line basis.

The land contains the oil gathering facility, which is being used as collateral by the lessor for both lease obligations.

are required to make minimum cash reserve payments of at least $ 24,000

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

The cash reserve payments are to be

used in the event of a default.

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

December 31, 2023, the balances of the cash reserves for these leases were recorded as other assets in the amount of $ 369,109

(see Note 6).

As these leases grant the lessee an option to purchase the underlying asset that the lessee is reasonably certain to

be exercised, the leases are accounted for as finance leases.

We have recorded right of use assets in our property, plant, and

equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease liability due to Maxus.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of August 1, 2022.

This measurement as

imputed interest rate of 18 % for the first and second lease obligations, which results in the carrying value of the financial

liabilities equating the estimated book value of the leased assets at the end of the lease terms and the dates at which the Company may

exercise its buy-back options.

Future minimum lease payments for each of the next three years under the Maxus lease obligations is as

ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were

acquired on acquisition date of August 1, 2022.

This measurement as imputed interest rate of 18 %

for the first and second lease obligations, which results in the carrying value of the financial liabilities equating the estimated

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

Future minimum lease payments for each of the remaining years under the Maxus lease obligations are as follows:

2024 $ 492,144 ,

and 2025 $ 123,036 .

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$ 2,500,000 and entered into a lease agreement to lease the China Grove Station back from Maxus for 60 monthly payments of $ 39,313 .

At the end of

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

the end of the lease term, the Company has an option to purchase the China Grove Station back from Maxus at 35% of the original cost,

or $ 875,000 .

The Company has pledged 100% of its interests in accounts receivable as collateral for the lease obligation.

The Company is required

to make minimum cash reserve payments of at least $ 16,100 each month in addition to the base lease payments until Maxus has received

is required to make minimum cash reserve payments of at least $ 16,100 each month in addition to the base lease payments until Maxus has

received $ 471,756 .

The cash reserve payments are to be used in the event of default.

As of December 31, 2022, the balance of the cash reserves

for these leases were $ 144,900 .

As these leases grant the lessee an option to purchase the underlying asset that the lessee is reasonably

certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of use assets in our property, plant,

and equipment, and depreciated them on a straight-line basis.

As of December 31, 2023, the balance of the

cash reserves for these leases was recorded as other assets in the amount of $ 354,200 .

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

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

We have recorded right of use assets in our property,

plant, and equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease liability due to Maxus.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of August 1, 2022.

This measurement as yielded an imputed interest rate of 18 % for the lease obligation, which results in the carrying value of the financial liability equating

the estimated book value of the China Grove Station at the end of the lease term and the date at which the Company may exercise its buy-back

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

to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were

acquired on acquisition date of August 1, 2022.

This measurement as yielded an imputed interest rate of 18 % for the lease obligation,

which results in the carrying value of the financial liability equating the estimated book value of the China Grove Station at the end

of the lease term and the date at which the Company may exercise its buy-back option.

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

2024 $ 471,756 , 2025 $ 471,756 , and 2026 $ 471,756 .

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 four-year agreement, which Maxus agreed

to finance the build-out of our new wash plant 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 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 second quarter of 2024 at which time the final amount funded and lease payments will be determined.

During the construction

phase the Company controls the asset under construction and has recorded a liability for the amounts funded by Maxus until lease commencement.

following table reconciles the undiscounted cash flows for the finance leases as of December 31, 2023 to the finance lease liability

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Schedule of financing lease liability

Total undiscounted lease payments

undiscounted lease payments

Imputed interest

Present value of lease payments

value of lease payments

carrying value of lease obligation at end of lease term

Total finance lease obligations

Finance lease liabilities, current

Finance lease liabilities, long-term

Weighted-average discount rate

Weighted-average remaining lease term (months)

finance lease obligations

lease liabilities, current

lease liabilities, long-term

Weighted-average

discount rate

Weighted-average

remaining lease term (months)

discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow

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

The lease requires a monthly lease payment

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

The lease required a monthly lease payment

of $ 2,000 , which was reduced to $ 1,000 in October 2023, and such payment continues as long as the Company remains in the space.

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

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

The Land Lease is for an initial term of 126 months

and may be extended for an additional 120 months at our discretion.

Our monthly rent is $0 for the first three months and then at month

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

up to approximately $16,000 per month by the end of the initial term.

We plan to place one or more of our RPC machines on the property,

as well as store certain equipment.

The 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.

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 .

right-of-use asset for operating leases as of December 31, 2023 and 2022 was $ 1,534,870 and $ 1,880,056 .

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Schedule of lessee operating lease liability

Total undiscounted lease payments

undiscounted lease payments

Imputed interest

Present value of lease payments

Operating lease liabilities, current

Operating lease liabilities, long-term

Weighted-average remaining lease term

Weighted-average discount rate

value of lease payments

lease liabilities, current

lease liabilities, long-term

Weighted-average

remaining lease term

Weighted-average

discount rate

discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow

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On October 28, 2022 we entered into an executive employment agreement with

a new Chief Executive Officer, James Ballengee, which provides for annual compensation of $1,000,000 payable in shares of our common

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

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

For the first

twelve months of Mr.

Ballengee’s employment, we will issue him a total of 923,672 shares of our common stock, issuable 230,918

The CEO Compensation shall be subject to satisfaction of Nasdaq rules, the provisions of the Company’s equity

incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such

requirements.

a new Chief Executive Officer, James Ballengee, which provides for annual compensation of $ 1,000,000

payable in shares of our common stock issued in four equal quarterly installments, priced at the volume weighted average price

(VWAP) for the five trading days preceding the date of the Employment Agreement and each anniversary thereof (the “CEO

Compensation”).

For the first twelve months of Mr.

Ballengee’s employment (October 28, 2022 – October 27, 2023), we owed Mr.

Ballengee a total of 923,672

shares of our common stock, issuable at 230,918

For the next twelve months of Mr.

Ballengee’s employment (October 28, 2023 to October 27, 2024), we owe him a total of 1,657,016

shares of our common stock, issuable at 414,254

During the year ended December 31, 2023, we issued Mr.

Ballengee 1,054,267 shares of our common stock as CEO compensation The CEO Compensation is 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 any such requirements.

Additionally, Mr.

Ballengee shall be eligible for a discretionary performance bonus.

The Employment Agreement may be

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

In June 2022, the

Company entered into employment agreements with its previous Chief Executive Officer and its current Chief Financial Officer, which

provided for annual base salaries of $375,000 and $350,000, respectively, and provided for incremental increases in their salaries

upon the Company’s achievement of specific performance metrics.

The Company is currently accruing substantial portions of

executive base salaries (see Note 14).

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

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

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

date of grant.

The Employment Agreement may be terminated

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

In June 2022, the Company entered

into employment agreements with its previous Chief Executive Officer and its current Chief Financial Officer, which provided for

annual base salaries of $ 375,000

and $ 350,000 ,

respectively, and provided for incremental increases in their salaries upon the Company’s achievement of specific performance

The Company is currently accruing substantial portions of executive base salaries (see Note 14).

The employment agreements

provided for the grant of stock options to the previous Chief Executive Officer and the current Chief Financial Officer to purchase

up to 955,093

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

the Company’s common stock on the date of grant.

The previous Chief Executive Officer vested in 503,935

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The Chief Financial Officer’s agreement also provides that it is anticipated

that the executive will receive bonuses for 2022 which will be determined by the Company’s Compensation Committee and Board of

that the executive will receive bonuses which will be determined by the Company’s Compensation Committee and Board of

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

acquisitions.

In conjunction with the Company entering into the February 26, 2024 Agreement and Plan of Merger with Empire

Energy Acquisition Corp.

(Empire), Empire will be issued a majority of our common stock, with the right to appoint certain Board

members and executives.

As a result on March 8, 2024, we gave our Chief Financial Officer formal notice that his current employment agreement will terminate on June 8, 2024 in accordance with its terms.

We are currently negotiating with him regarding extending his employment beyond June 8, 2024.

If we are not able to successfully negotiate a new employment agreement with Mr.

Nelson then the non-renewal of his employment agreement constitutes a termination for good

reason under Mr.

Nelson’s employment agreement and triggers the following payment/performance obligations under the employment

Monthly severance payments of the executive’s then base salary for 12 months commencing June 9, 2024.

All accrued, unused vacation and accrued compensation (or $ 1,419,818

as of December 31, 2023) is due and payable in one lump sum cash payment to the executive on June 8, 2024.

continue to reimburse the executive for his executive healthcare benefits for 12 months or pay for COBRA coverage until the earlier

of the expiration of 12 months, the expiration of COBRA coverage, or the date when the executive becomes eligible for substantially

equivalent healthcare coverage with new employment.

We will pay for the executive’s benefit for outplacement services for

12 months with an outplacement firm selected by the executive.

100% of the executives then unvested stock option shares vest and

become fully exercisable for a period of 3 years following the termination date.

On July 1, 2023, we hired Leslie, D.

as our Executive 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.

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

Long-term Debt

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its first payment of $ 7,735 in the second quarter of 2021.

The RPCs are estimated to enter

scaled up operations in 2023 and make estimated payments.

The Company estimates future payments based on revenue projections for the

Due to delays and limitations in achieving scaled up operations (see Note 3 Long Lived Assets ) the effective interest rate

of these agreements range from approximately 11% to 31% and 33% to 34% for the years ended December 31, 2022 and 2021.

accordance with ASC 470, the Company records the proceeds from these contracts as debt because the

Company has significant continuing involvement in the generation of the cash flows due to the investor (for example, active involvement

in the generation of the operating revenues of the business segment), which constitutes the presence of a factor that independently creates

a rebuttable presumption that debt classification is appropriate.

The Company has determined its effective interest rates to be between

approximately 11% and 34% based on each contract’s future revenue streams expected to be paid to the investor as of December 31,

These rates represent the discount rate that equates estimated cash flows with the initial proceeds received from the investor

and is used to compute the amount of interest expense to be recognized each period.

During the development and manufacturing of the assets

the effective interest has been capitalized to the assets.

As the assets enter operations or service of their intended use, the effective

interest on these contracts will be recognized as interest expense (see Note 11).

The RPCs are estimated to enter scaled up operations in 2024 and make estimated

The Company estimates future payments based on revenue projections for the RPCs.

Due to delays and limitations in achieving

scaled up operations (see Note 3 Long Lived Assets ) the effective interest rate of these agreements range from approximately 11 %

to 31 % for the years ended December 31, 2023 and 2022.

accordance with ASC 470, the Company records the proceeds from these contracts as debt because the Company has significant continuing

involvement in the generation of the cash flows due to the investor (for example, active involvement in the generation of the operating

revenues of the business segment), which constitutes the presence of a factor that independently creates a rebuttable presumption that

debt classification is appropriate.

The Company has determined its effective interest rates to be between approximately 11% and 31% based

on each contract’s future revenue streams expected to be paid to the investor as of December 31, 2023.

These rates represent

the discount rate that equates estimated cash flows with the initial proceeds received from the investor and is used to compute the amount

of interest expense to be recognized each period.

During the development and manufacturing of the assets the effective interest has been

capitalized to the assets.

As the assets enter operations or service of their intended use, the effective interest on these contracts

will be recognized as interest expense (see Note 11).

2016 and 2017, additional consideration to investors to enter into these agreements was granted, and the Company issued to these investors

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the Company’s Common Stock at the time of issuance.

The Company also issued 106,167 common stock warrants to investors.

The Company also issued 106,167 common stock warrants to investors, which have since expired.

fair value of the warrants and Series B-1 preferred stock in aggregate was $ 1,488,550 , and was recorded as a debt discount, which is

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the asset, the interest expense is capitalized to the asset.

holders of these participation rights also have the option to relinquish ownership and all remaining benefits of their LLC units in exchange

for Common Stock in the Company.

Depending on the contract, these options to convert to common stock range from between 1 and 5.5 years.

The exercise period ranges from between 1 year to 5.5 years with a step-up discount to market for each year the option is not exercised

with a range of between a 5% to a 25% discount to market.

Some holders of these participation rights also

have the option to relinquish ownership and all remaining benefits of their LLC units in exchange for Common Stock in the Company.

on the contract, these options to convert to common stock range from between 1 and 5.5 years.

The exercise period ranges from between

1 year to 5.5 years with a step-up discount to market for each year the option is not exercised with a range of between 5% to 25% discount

As of December 31, 2023 and 2022 none of these options have been exercised to convert to Common Stock.

Accordingly, under Accounting Standards Codification 815 (“ASC 815”)

the Company valued these options at fair value using a Monte Carlo Simulation by a third-party valuation expert, which found the fair

value of the options to be nominal.

Long-term debt related to these participation rights is recorded in “Long-term debt”

on the consolidated balance sheet.

Accordingly, under

Accounting Standards Codification 815 (“ASC 815”) the Company valued these options at fair value, which found the fair value

of the options to be nominal.

Long-term debt related to these participation rights is recorded in “Long-term debt” on the

consolidated balance sheet.

accounting for the terms under these contracts that call for working interest budget payments by the Company are recorded in current

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Schedule Of Long-Term Debt

Accrued interest

Debt discount

Total long-term debt

Long term debt, current

long term debt

term debt, current

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

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classes of preferred stock will convert their preferred shares to common shares on a one for one basis.

Company has no issued and outstanding shares of Series A Preferred as of December 31, 2022.

All of the outstanding shares of Series

A Preferred Stock (66,667 shares) were converted to common stock upon the close of the Company’s public offering of the Company’s

common stock on February 14, 2022.

The conversion price is subject to adjustment under certain customary circumstances, including

as a result of stock splits and combinations, dividends and distributions, and certain issuances of common stock.

Holders of shares of

Series A Preferred Stock will have the right to 25 votes for each share of Common Stock into which such shares of Series A Preferred

Stock can then be converted (with a current conversion ratio of 10 shares of Common Stock for each outstanding share of Series A Preferred

Stock) and the right to a liquidation preference in any distribution of net assets made to the shareowners prior to and in preference

to the holders of Common Stock and any other Preferred Stock holder in the liquidation, dissolution or winding up of our Company.

of December 31, 2022 and 2021 the liquidation preference was none and $ 400,000 .

Holders of shares of Series A Preferred Stock are

not currently entitled to dividends.

The Company has the right, but not the obligation, to redeem shares of Series A Preferred Stock.

Company has not issued any outstanding shares of Series A Preferred as of December 31, 2023 and 2022.

All of the outstanding shares

of Series A Preferred Stock ( 66,667 shares) were converted to common stock upon the close of the Company’s public offering of the

Company’s common stock on February 14, 2022.

The conversion price is subject to adjustment under certain customary circumstances,

including as a result of stock splits and combinations, dividends and distributions, and certain issuances of common stock.

shares of Series A Preferred Stock will have the right to 25 votes for each share of Common Stock into which such shares of Series A

Preferred Stock can then be converted (with a current conversion ratio of 10 shares of Common Stock for each outstanding share of Series

A Preferred Stock) and the right to a liquidation preference in any distribution of net assets made to the shareowners prior to and in

preference to the holders of Common Stock and any other Preferred Stock holder in the liquidation, dissolution or winding up of our Company.

Holders of shares of Series A Preferred Stock are not currently entitled to dividends.

The Company has the right, but not the obligation,

to redeem shares of Series A Preferred Stock.

Company has no issued outstanding shares of Series B Preferred Stock as of December 31, 2023 and 2022, respectively.

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into 833,333 shares of Common Stock.

the year ended December 31, 2021, $ 9,467,604 or 950,972 shares of Series B, Series B-1, and Series C-1 Preferred Stock were converted

into 955,947 shares of Common Stock.

the year ended December 31, 2021, the Company issued 5,413 Series C-1 Preferred Stock or $ 64,950 for a reduction in stock payables.

the year ended December 31, 2021, the Company issued 5,626 shares of Series B-1 Preferred Stock as a $ 42,196 stock dividend paid

to Series B Preferred Shareholders.

Company is authorized to issue 41,666,667 shares of common stock.

In November 2023, the Company’s shareholders voted to increase the Company’s authorized shares of common stock to 200,000,000 .

As of December 31, 2023 and 2022, there were 26,220,508 and 18,064,838

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Treasury stock is carried at cost.

February 14, 2022, we closed an underwritten public offering for 1,600,000 shares of common stock, at a public offering price

of $5.00 per share, for aggregate net proceeds of $6.2 million, after deducting underwriting discounts, commissions, and

other offering expenses of approximately $1.8 million.

We effected a 1-for-30 reverse split of our authorized and outstanding shares

of common stock (the “Reverse Stock Split”) via the filing of a certificate of change with the Nevada Secretary of

State, which was filed simultaneously with the close of the underwritten public offering of our common stock and the commencement of

the trading of our common stock on the Nasdaq Capital Market, LLC.

As a result of the Reverse Stock Split, all authorized and

outstanding common stock, preferred stock, and per share amounts have been adjusted to reflect the Reverse Stock Split for all

periods presented.

February 14, 2022, we closed an underwritten public offering for 1,600,000 shares of common stock, at a public offering price of

$ 5.00 per share, for aggregate net proceeds of $ 6.2 million, after deducting underwriting discounts, commissions, and other offering

expenses of approximately $ 1.8 million.

We effected a 1-for-30 reverse split of our authorized and outstanding shares of common stock

(the “Reverse Stock Split”) via the filing of a certificate of change with the Nevada Secretary of State, which was filed

simultaneously with the close of the underwritten public offering of our common stock and the commencement of the trading of our common

stock on the Nasdaq Capital Market, LLC.

As a result of the Reverse Stock Split, all authorized and outstanding common stock, preferred

stock, and per share amounts have been adjusted to reflect the Reverse Stock Split for all periods presented.

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

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JBAH and Jorgan have entered into 18-month lock-up agreements to the 3,009,552 common shares issued for consideration (see Note 4).

the year ended December 31, 2021, $ 9,467,604 or 950,972 shares of Series B, Series B-1, and Series C-1 Preferred Stock were converted

into 955,947 shares of Common Stock.

the years ended December 31, 2022 and 2021, the Company issued 272,156 and 68,611 common shares for a $ 1,144,992 and $ 495,799 reduction

of liabilities.

the years ended December 31, 2021, the Company issued 33,667 shares of Common Stock for $ 438,004 in services to the Company.

the year ended December 31, 2021, the Company issued 16,667 shares for a $ 225,000 payment for a technology license (see Note 10).

the years ended December 31, 2023 and 2022, the Company issued 7,231,998 and 272,156 common shares for a $ 10,255,000 and $ 1,144,992

reduction of liabilities.

Noncontrolling

the years ended December 31, 2022 and 2021, the Company converted $ 4,865,000 and $ 5,560,000 in Viva Wealth Fund I, LLC convertible

promissory notes into 973 and 1,112 units of noncontrolling interest in Viva Wealth Fund I, LLC, and paid distributions to unit holders

of $ 861,691 and $ 55,050 .

Temporary Equity

of Series B, B-1, C and C-1 convertible preferred stock hold conversion features providing that, at the holder’s election, the

holder may convert the preferred stock into common stock.

Upon conversion, the Company may be required to deliver a variable number of

equity shares that is determined by using a formula based on the market price of the Company’s Common Stock.

After four years from

the date of issuance, Series C preferred shareholders are forced to automatically convert to Common Stock.

On May 1, 2021, all outstanding

shares of Series B and B-1 converted at 1-for-1 to Common Stock.

On May 4, 2021, all outstanding shares of Series C-1 converted

at 1-for-1 to Common Stock.

For each respective series, the holder may convert their preferred shares to common shares at the original

issue price as defined, which ranges from between $6.00 per share to $12.00 per share, at the lesser of the original issue price or 90%

of the market price on the conversion date.

There is no contractual cap on the number of common shares that the Company could be required

to deliver on preferred shareholders’ conversions to Common Stock.

under ASC 815-40-25-10 the Company may be forced to settle these conversion features in cash, specifically since it is unknown as to

what date the shareholders’ may convert their preferred stock to common stock and if there will be sufficient authorized and unissued

common shares on that date.

As of December 31, 2020 the Company did have sufficient authorized and unissued common shares to satisfy

all preferred shareholders interest if it were converted to Common Stock, although if the stock price were to drop below $0.60 per share

and the Company may be forced to settle such conversions in cash, which may consider them redeemable.

Accordingly, Series B, B-1, C and

C-1 preferred stock has been classified in temporary equity until later converted into common shares in 2021.

following table shows all changes to temporary equity during for the years ended December 31, 2021.

Schedule Of Temporary Equity

Convertible Preferred Stock

December 31, 2020

Series C-1 Issue for a reduction in stock payables

Dividend paid in Series B-1 Preferred Stock

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

( 1,301,500 )

( 3,550,177 )

( 4,615,927 )

December 31, 2021

accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation

of $ 438,099 .

The noncontrolling interest related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ),

resulting in the gain on deconsolidation.

The elimination of noncontrolling interest related to the deconsolidation of VWFI was $ 8,068,143 .

the year ended December 31, 2022, we converted $ 4,865,000 in Viva Wealth Fund I, LLC convertible promissory notes into 973 units

of noncontrolling interest in Viva Wealth Fund I, LLC, and paid distributions to unit holders of $ 861,691 .

Share-Based Compensation & Warrants

On February 14, 2022, our 2021 Equity and

Incentive Plan (the Plan) went effective.

November 10, 2023, our 2023 Equity and Incentive Plan (the Plan) went effective.

The plan was approved by our Board of Directors

The following is a summary

of the material features of the Plan, which is qualified in its entirety by reference to the actual text of the Plan.

provides for the grant of equity awards to the officers, employees, directors, consultants and other key persons of the Company and our

subsidiaries selected from time to time by our Compensation Committee of the Board.

The Compensation Committee will determine in its sole

and absolute discretion the specific individuals eligible to participate in the Plan.

As of April 14, 2023, we had approximately ten employees

and five directors.

and by the holders of a majority of our common stock.

following is a summary of the material features of the Plan, which is qualified in its entirety by reference to the actual text of the

The Plan provides for the grant of equity awards to the officers, employees, directors, consultants and other key persons of the Company

and our subsidiaries selected from time to time by our Compensation Committee of the Board.

The Compensation Committee will determine

in its sole and absolute discretion the specific individuals eligible to participate in the Plan.

As of April 4, 2024, we had approximately

five employees and four directors.

The Company also employs consultants to supplement its operational activities.

the Plan may take the form of stock options, stock appreciation rights (“SARs”), restricted stock awards, unrestricted stock

awards, restricted stock units (“RSUs”), and other share-based awards, or any combination of the foregoing (each, an “award”

and collectively, “awards”).

Shares Available.

to the adjustment provisions discussed below under “Adjustments,” the total number of shares that may be issued under the

Plan is 2,000,000 .

Plan Administration.

Awards under the Plan may take the form of stock options, stock appreciation rights (“SARs”), restricted stock awards, unrestricted

stock awards, restricted stock units (“RSUs”), and other share-based awards, or any combination of the foregoing (each, an

“award” and collectively, “awards”).

Subject to the adjustment provisions discussed below under “Adjustments,” the total number of shares that may

be issued under the Plan is 40,000,000 .

Administration.

Our Compensation Committee of the Board will administer the Plan at the time we add additional independent directors.

Until then the Board

will administer the Plan.

The Board and the Compensation Committee are to as the “Administrator.” The Administrator will be

authorized to grant awards under the Plan, to interpret the provisions of the Plan and to prescribe, amend and rescind rules relating

to the Plan or any award thereunder.

It is anticipated that the Administrator (either generally or with respect to specific transactions)

will be constituted so as to comply, as necessary or desirable, with the requirements of Section 162(m) of the Internal Revenue Code

(the “Code”) and Rule 16b-3 promulgated under the Exchange Act.

Stock Options.

permits the granting of “incentive stock options” meeting the requirements of Section 422 of the Code, and “nonqualified

stock options” that do not meet such requirements.

The term of each option is determined by the Compensation Committee and shall

not exceed ten years after the date of grant.

Options may also be subject to restrictions on exercise, such as exercise in periodic installments,

as determined by the Administrator.

In general, the per share exercise price for options must be at least equal to 100% of the fair market

value of the underlying shares on the date of the grant, unless the option is intended to be compliant with the requirements of Section 409A

All 2,000,000 shares authorized for issuance under the Plan shall be available for issuance in respect of incentive stock

Stock Appreciation Rights.

Until then the Board will administer the Plan.

The Board and the Compensation Committee are to as the “Administrator.” The

Administrator will be authorized to grant awards under the Plan, to interpret the provisions of the Plan and to prescribe, amend and

rescind rules relating to the Plan or any award thereunder.

It is anticipated that the Administrator (either generally or with respect

to specific transactions) will be constituted so as to comply, as necessary or desirable, with the requirements of Section 162(m)

of the Internal Revenue Code (the “Code”) and Rule 16b-3 promulgated under the Exchange Act.

The Plan permits the granting of “incentive stock options” meeting the requirements of Section 422 of the Code,

and “nonqualified stock options” that do not meet such requirements.

The term of each option is determined by the Compensation

Committee and shall not exceed ten years after the date of grant.

Options may also be subject to restrictions on exercise, such as exercise

in periodic installments, as determined by the Administrator.

In general, the per share exercise price for options must be at least equal

to 100% of the fair market value of the underlying shares on the date of the grant, unless the option is intended to be compliant with

the requirements of Section 409A of the Code.

All 40,000,000 shares authorized for issuance under the Plan shall be available for

issuance in respect of incentive stock options.

Appreciation Rights.

The Plan permits the granting of SARs.

The Administrator will determine any vesting schedules and the terms and conditions of each grant.

Upon the exercise of a SAR, the recipient is entitled to receive from the Company an amount in cash or shares with a fair market value

equal to the appreciation in the value of the shares subject to the SAR over a specified reference price.

The reference price per share

of any SAR will not be less than 100% of the fair market value per share of Company Common Stock on the date of the grant of the SAR,

unless the SAR is intended to be compliant with the requirements of Section 409A of the Code.

Restricted Stock Awards.

The Administrator will determine any vesting schedules and the terms and

conditions of each grant.

Upon the exercise of a SAR, the recipient is entitled to receive from the Company an amount in cash or shares

with a fair market value equal to the appreciation in the value of the shares subject to the SAR over a specified reference price.

reference price per share of any SAR will not be less than 100% of the fair market value per share of Company Common Stock on the date

of the grant of the SAR, unless the SAR is intended to be compliant with the requirements of Section 409A of the Code.

Stock Awards.

The Administrator may award restricted stock under the Plan.

Restricted stock gives a participant the right to receive stock subject to

a risk of forfeiture based upon certain conditions.

The forfeiture restrictions on the shares may be based upon performance standards,

length of service and/or other criteria as the Compensation Committee may determine.

Until all restrictions are satisfied, lapsed or waived,

we will maintain custody over the restricted stock, but the participant will be able to vote the shares and will be entitled to all distributions

paid with respect to the shares (but see below, under the heading “No Current Dividends on Unvested Awards” with respect to

the treatment of dividends while the shares remain unvested).

During the period in which shares are restricted, the restricted stock may

not be sold, assigned, transferred, pledged or otherwise encumbered.

Upon termination of employment, the participant will forfeit the

restricted stock to the extent the applicable vesting requirements have not by then been met.

Unrestricted Stock Awards.

Restricted stock gives a participant the right to receive

stock subject to a risk of forfeiture based upon certain conditions.

The forfeiture restrictions on the shares may be based upon performance

standards, length of service and/or other criteria as the Compensation Committee may determine.

Until all restrictions are satisfied,

lapsed or waived, we will maintain custody over the restricted stock, but the participant will be able to vote the shares and will be

entitled to all distributions paid with respect to the shares (but see below, under the heading “No Current Dividends on Unvested

Awards” with respect to the treatment of dividends while the shares remain unvested).

During the period in which shares are restricted,

the restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered.

Upon termination of employment, the participant

will forfeit the restricted stock to the extent the applicable vesting requirements have not by then been met.

Stock Awards.

The Administrator may award unrestricted stock under the Plan.

Unrestricted stock may be granted in respect of past services or other

valid consideration, or in lieu of cash compensation due to such grantee.

Restricted Stock Units.

The Plan provides that the Administrator may grant restricted stock units (“RSUs”), which represent the right to receive shares

following the satisfaction of specified conditions.

The Administrator will determine any vesting schedules and the other terms of each

grant of RSUs.

A participant will not have the rights of a stockholder with respect to the shares subject to an RSU award prior to the

actual issuance of those shares.

Unrestricted stock may be granted in respect of past services

or other valid consideration, or in lieu of cash compensation due to such grantee.

The Plan provides that the Administrator may grant restricted stock units (“RSUs”), which represent the right

to receive shares following the satisfaction of specified conditions.

The Administrator will determine any vesting schedules and the

other terms of each grant of RSUs.

A participant will not have the rights of a stockholder with respect to the shares subject to an RSU

award prior to the actual issuance of those shares.

The Plan provides that the Administrator may grant awards that are contingent upon the achievement of specified performance criteria

(“Performance Awards”).

Plan provides that the Administrator may grant awards that are contingent upon the achievement of specified performance criteria (“Performance

Such awards may be payable in cash, shares or other property.

The Administrator will determine the terms of Performance

Awards, including the performance criteria, length of the applicable performance period, and the time and form of payment.

Other Share-Based Awards.

The Plan provides that the Administrator may grant other awards that are payable in, valued in whole or in part by reference to, or otherwise

based on or related to shares.

The Administrator will determine the

terms of Performance Awards, including the performance criteria, length of the applicable performance period, and the time and form of

Share-Based Awards.

The Plan provides that the Administrator may grant other awards that are payable in, valued in whole or in part by

reference to, or otherwise based on or related to shares.

All the terms of such other share-based awards will be determined by the Administrator.

No Payment of Dividends

Until Awards Vest.

Dividends or dividend equivalents payable with respect to Plan awards will be subject to the same vesting terms as

the related award.

of any corporate transaction or event such as a stock dividend, extraordinary dividend or similar distribution (whether in the form of

cash, shares, other securities, or other property), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse

stock split or other similar change in the Company’s capital stock, the Plan provides that the Administrator will make equitable

adjustments to (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities

subject to any then outstanding awards under the Plan, (iii) the repurchase price, if any, per phare subject to each outstanding award,

and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate

exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable.

Transferability of Awards.

Restricted Stock awards, Stock Options, SARs and, prior to exercise, the shares issuable upon exercise of such Stock Option shall not

be transferred other than by will, or by the laws of descent and distribution.

The Administrator, however, may allow for the assignment

or transfer of an award (other than incentive stock options and restricted stock awards) to a participant’s spouse, children and/or

trusts, partnerships, or limited liability companies established for the benefit of the participant’s spouse and/or children, subject

in each case to certain conditions on assignment or transfer.

Termination and Amendment.

The Board may, at any time, amend or discontinue the Plan and the Compensation Committee may, at any time, amend or cancel any outstanding

award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under

any outstanding award without the consent of the holder of the Award.

The Compensation Committee may exercise its discretion to reduce

the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting

such holders new awards in replacement of the cancelled Stock Options.

To the extent determined by the Compensation Committee to be required

either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise,

Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.

The Board has

the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements

of the exemption pursuant to Rule 12h-1 of the Exchange Act.

Treatment of Awards Upon

a Sale Event.

In the case of and subject to the consummation of a Sale Event (as the term is defined in the Plan), the Plan and all outstanding

Stock Options and SARs issued thereunder shall become one hundred percent (100%) vested upon the effective time of any such Sale Event,

all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued thereunder shall become one hundred percent (100%) vested,

with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree,

and such Restricted Stock shall be repurchased from the holder thereof at the then fair market value of such shares.

In the event of the

termination of the Plan, each holder of Stock Options shall be permitted, within a period of time prior to the consummation of the Sale

Event as specified by the Administrator, to exercise all such Stock Options or SARs which are then exercisable or will become exercisable

as of the effective time of the Sale Event.

Treatment of Termination

of Service Relationship.

Any portion of a Stock Option or SAR that is not vested and exercisable on the date of termination of an optionee’s

service relationship, a grantee’s right in all Restricted Stock Units that have not vested upon the grantee’s cessation of

service relationship with the Company and any subsidiary for any reason, shall immediately expire and be null and void, unless otherwise

be provided by the Administrator.

Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise

such portion of the Stock Option or SAR in the event of a termination of the optionee’s service relationship shall continue until

the earliest of:

Payment of Dividends Until Awards Vest.

Dividends or dividend equivalents payable with respect to Plan awards will be subject to the

same vesting terms as the related award.

In the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or similar distribution (whether

in the form of cash, shares, other securities, or other property), reorganization, recapitalization, reclassification, stock dividend,

stock split, reverse stock split or other similar change in the Company’s capital stock, the Plan provides that the Administrator

will make equitable adjustments to (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of

shares or other securities subject to any then outstanding awards under the Plan, (iii) the repurchase price, if any, per phare subject

to each outstanding award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without

changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options

remain exercisable.

Transferability

Restricted Stock awards, Stock Options, SARs and, prior to exercise, the shares issuable upon exercise of such Stock Option

shall not be transferred other than by will, or by the laws of descent and distribution.

The Administrator, however, may allow for the

assignment or transfer of an award (other than incentive stock options and restricted stock awards) to a participant’s spouse,

children and/or trusts, partnerships, or limited liability companies established for the benefit of the participant’s spouse and/or

children, subject in each case to certain conditions on assignment or transfer.

and Amendment.

The Board may, at any time, amend or discontinue the Plan and the Compensation Committee may, at any time, amend or cancel

any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely

affect rights under any outstanding award without the consent of the holder of the Award.

The Compensation Committee may exercise its

discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options

and by granting such holders new awards in replacement of the cancelled Stock Options.

To the extent determined by the Compensation Committee

to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422

of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.

The Board has the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply

with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.

of Awards Upon a Sale Event.

In the case of and subject to the consummation of a Sale Event (as the term is defined in the Plan), the

Plan and all outstanding Stock Options and SARs issued thereunder shall become one hundred percent (100%) vested upon the effective time

of any such Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued thereunder shall become one hundred

percent (100%) vested, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such

parties shall agree, and such Restricted Stock shall be repurchased from the holder thereof at the then fair market value of such shares.

In the event of the termination of the Plan, each holder of Stock Options shall be permitted, within a period of time prior to the consummation

of the Sale Event as specified by the Administrator, to exercise all such Stock Options or SARs which are then exercisable or will become

exercisable as of the effective time of the Sale Event.

of Termination of Service Relationship.

Any portion of a Stock Option or SAR that is not vested and exercisable on the date of termination

of an optionee’s service relationship, a grantee’s right in all Restricted Stock Units that have not vested upon the grantee’s

cessation of service relationship with the Company and any subsidiary for any reason, shall immediately expire and be null and void,

unless otherwise be provided by the Administrator.

Once any portion of the Stock Option becomes vested and exercisable, the optionee’s

right to exercise such portion of the Stock Option or SAR in the event of a termination of the optionee’s service relationship

shall continue until the earliest of:

(i) the date which is:

(A) 12 months following the date on which the optionee’s Service Relationship terminates

due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement),

or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any

reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award

Agreement), or (ii) the expiration date set forth in the award agreement;

provided that notwithstanding the foregoing, an award agreement

may provide that if the optionee’s rervice Relationship is terminated for cause, the Stock Option shall terminate immediately and

be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

Tax Withholding.

Company and its subsidiaries may deduct amounts from participants to satisfy withholding tax requirements arising in connection with

The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and

conditioned on any such tax withholding obligations being satisfied by the grantee.

(A) 12 months following the date on which the optionee’s Service Relationship

terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award

Agreement), or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is

due to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable

Award Agreement), or (ii) the expiration date set forth in the award agreement;

provided that notwithstanding the foregoing, an award

agreement may provide that if the optionee’s service Relationship is terminated for cause, the Stock Option shall terminate immediately

and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

The Company and its subsidiaries may deduct amounts from participants to satisfy withholding tax requirements arising in

connection with Plan awards.

The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee

is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

Options & Awards

accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common

stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

The Company has granted stock-based compensation to employees, including a 16,667 share stock award,

which was issued in 2018 and vested in May 2022, 166,667 in employee stock options that were issued in 2020 to cliff vest at the

end of five years, but were cancelled on September 1, 2022 by the parties in conjunction with the issuance of 1,872,918 employee

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

with the resignation without cause in October 2022 of our prior Chief Executive Officer.

For the years ended December 31, 2022

and 2021, stock-based compensation was $ 2,606,703 and $ 446,112 .

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

133,333 stock options to the Board of Directors, which vested over 1 year, and a 333,334 stock option to a consultant, which was to vest

over 4 years, but was cancelled on September 1, 2022 by the parties which concluded that it was not probable that certain performance

targets would be met, as agreed upon by both parties.

On October 24, 2022, the Board of Directors resolved to increase their compensation including the issuance of 100,000 stock options per independent board member, exercisable at $ 2.50 per share, vesting immediately.

Non-statutory stock-based compensation was $ 1,472,888 and $ 1,585,000 for the years

ended December 31, 2022 and 2021.

In 2022, the Company closed on its underwritten public offering in which the Company granted the

underwriter, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), a 45-day option to purchase up to an additional

240,000 shares of Common Stock at the public offering price per share, less the underwriting discounts and commissions, to cover over-allotments,

Company has granted stock-based compensation to employees, including a 16,667 share stock award, which was issued in 2018 and vested

in May 2022, 166,667 in employee stock options that were issued in 2020 to cliff vest at the end of five years, but were cancelled

on September 1, 2022 by the parties in conjunction with the issuance of 1,872,918 employee stock options granted in June 2022

that were to vest over a period of two years, for which 451,158 of these options were cancelled with the resignation without cause in

October 2022 of our prior Chief Executive Officer.

For the years ended December 31, 2023 and 2022, we also issued 1,054,267

and 164,490 shares in stock awards in conjunction with the CEO’s October 2022 employment agreement.

We issued additional stock

awards of 245,536 that vest between quarterly for 12 months to cliff vesting in 12 and 18 months in conjunction with another employee’s

contract, which we entered into in July 2023.

For the years ended December 31, 2023 and 2022, stock-based compensation was

$ 1,596,957 and $ 2,606,703 .

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

of Directors, which vested over 1 year, and a 333,334 stock option to a consultant, which was to vest over 4 years, but was cancelled

on September 1, 2022 by the parties which concluded that it was not probable that certain performance targets would be met, as agreed

upon by both parties.

On October 24, 2022, the Board of Directors resolved to increase their compensation including the issuance

of 100,000 stock options per independent board member, exercisable at $ 2.50 per share, vesting immediately.

In December 2022 and

January 2023, a new Board of Directors was nominated and approved.

Three new independent Board members were issued stock non-statutory

stock awards in the amount of 95,045 , for which 50,000 shares vested immediately and 45,045 vested quarterly, and 10,311 of these awards

were forfeited upon a director’s resignation in December 2023.

Non-statutory stock-based compensation was $ 303,132 and $ 1,472,888

for the years ended December 31, 2023 and 2022.

In 2022, the Company closed on its underwritten public offering in which the Company

granted the underwriter, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), a 45-day option to purchase up

to an additional 240,000 shares of Common Stock at the public offering price per share, less the underwriting discounts and commissions,

to cover over-allotments, if any.

These options were not exercised and expired.

were no other options granted during the years ended December 31, 2022 and 2021, respectively.

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”).

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 or awards granted during the years ended December 31, 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

of option activity

December 31, 2022

Risk-free interest rate

0.24 4.57 %

Expected dividend yield

Expected life of warrants

3.33 - 10 years

Expected volatility rate

Schedule of option activity

interest rate

dividend yield

life of warrants

volatility rate

following table summarizes all stock option activity of the Company for the years ended December 31, 2023 and 2022:

of warrant assumptions

Outstanding, December 31, 2020

Outstanding, December 31, 2021

( 1,212,685 )

Outstanding, December 31, 2022

Exercisable, December 31, 2021

Exercisable, December 31, 2022

Schedule of warrant assumptions

December 31, 2021

December 31, 2022

December 31, 2023

December 31, 2022

December 31, 2023

of December 31, 2023 and 2022, the aggregate intrinsic value of the Company’s outstanding options was approximately none.

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

of December 31, 2022 and 2021, the Company had 80,000 and no warrants outstanding.

On February 14, 2022, the Company closed

on its underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share.

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

and were valued with a fair market value of $ 374,000 .

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

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

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

On February 14, 2022, the Company closed on its

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

In addition, the Company

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

were valued with a fair market value of $ 374,000 .

The impact of these warrants has no effect on stockholder’s equity, as they are

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

uses the Black-Scholes option pricing model to determine the fair value of warrants on the date of issuance.

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Expected volatility rate

Benefit for income taxes is as follows:

Provision (benefit)

for income taxes is as follows:

Schedule of components of income tax

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( 4,437,491 )

( 1,051,007 )

Net provision

$ ( 4,436,691 )

$ ( 1,050,207 )

The differences between the expected income tax benefit based on the statutory Federal United States income tax rates and the Company’s effective tax rates are summarized

reconciliation of income tax

The differences between the expected income tax

provision (benefit) based on the statutory Federal United States income tax rates and the Company’s effective tax rates are summarized

Schedule reconciliation of income tax

Tax Computed At The Federal Statutory Rate

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State Tax, Net Of Fed Tax Benefit

( 1,312,478 )

Nondeductible Expenses

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Foreign Corporation - Minority Interest

Non-controlling Interest

Valuation Allowance

for income taxes

$ ( 4,436,691 )

Other/Prior Year True-Up

Benefit from income taxes

Tax Computed At The Federal Statutory Rate

$ ( 4,985,329 )

State Tax, Net Of Federal Tax Benefit

State Tax, Net Of Fed Tax Benefit

( 1,312,478 )

Nondeductible Expenses

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Schedule of deferred tax assets and liabilities

Deferred Tax Assets:

Net Operating Losses

Stock Compensation

Leases Liability

Accrued Liabilities

Total Deferred Tax Assets

Deferred Tax Liabilities:

( 2,262,158 )

Total Deferred Tax Liabilities

( 2,672,862 )

Net Operating Losses

Impairment Losses

Stock Options

Net Deferred Asset

Valuation Allowance

( 4,725,993 )

Total deferred tax liability:

Net deferred tax liability:

( 1,747,971 )

3 unchanged sentences

Stock Options

Net Deferred Liability

( 1,458,506 )

Net Deferred Asset

Valuation Allowance

1 unchanged sentence

Total deferred tax liability:

$ ( 5,156,899 )

determining the possible future realization of deferred tax assets, the Company has considered future taxable income from the following

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balance, as realization of this asset does not meet the more likely than not threshold.

As of December 31, 2022 and 2021, the Company

had estimated net operating losses for federal and state purposes of $ 23.7 and $ 14.3 million, respectively.

Federal and state net operating

losses will begin to expire in 2028.

We recognize a tax position as a benefit only

if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being

presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.

For tax positions not meeting the “more

likely than not” test, no tax benefit is recorded.

We recognize potential interest and penalties related to unrecognized tax benefits

in the general and administrative expense in the statement of operations of the Company.

The Company is in the process of filing back income

tax returns from 2010 through the current year and subject to IRS examination for these years.

The Company has booked a reserve for potential

penalties associated with non-filing of certain foreign information reports related to its subsidiary in the Middle East.

Penalties and

interest have been reported in the general and administrative section of the statement of operations.

The reserve balance at December 31,

2022 and 2021 was $ 517,000 and $ 289,000 , respectively.

The Company does not expect this reserve to reverse within the next 12 months,

as they will apply for a penalty waiver when the tax returns are ultimately filed.

Due to the non-filing of income tax returns, statutes

of limitations on the potential examination of those income tax periods will continue to run until the returns are filed, at which time

the statutes will begin.

The Company expects to file all past due income tax returns within the next 12 months.

of December 31, 2023 and 2022, the Company had estimated net operating losses for federal and state purposes of $ 18.1 and $ 23.7

million, respectively.

Federal net operating losses of $6.5 million will expire in 2037.

State net operating loss carryovers of $8.5M will start to expire in 2037.

Other federal and state net operating loss carryovers do not

have an expiration date.

recognize a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a

tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater

than 50% likely of being realized on examination.

tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

We recognize potential interest and

penalties related to unrecognized tax benefits in the general and administrative expense in the statement of operations of the Company.

Company is in the process of filing back income tax returns from 2010 through the current year and subject to IRS examination for

The Company has booked a reserve for potential penalties associated with non-filing of certain foreign information

reports related to its subsidiary in the Middle East.

Penalties and interest have been reported in the general and administrative

section of the statement of operations.

The reserve balance at December 31, 2023 and 2022 was $ 658,167 and $ 517,000 ,

respectively.

The Company does not expect this reserve to reverse within the next 12 months, as they will apply for a penalty waiver

when the tax returns are ultimately filed.

Due to the non-filing of income tax returns, statutes of limitations on the potential

examination of those income tax periods will continue to run until the returns are filed, at which time the statutes will begin.

Company expects to file all past due income tax returns within the next 12 months.

Related Party Transactions

October 24, 2022, the Board of Directors resolved to increase their compensation to (i) $50,000 per year in cash effective August 1,

2022, in equal quarterly payments, with the first such payment, in the amount of $12,500 due November 1, 2022 and, thereafter, $12,500

every February 1, May 1, August 1 and November 1, and (ii) 100,000 stock options priced at $2.50 per share, vesting

In addition, the Board of Directors approved a one-time payment of $10,000 to each Mr.

Trent Staggs and Mr.

Al Ferrara for

serving as the Chairperson of the Compensation Committee and Chairperson of the Audit Committee of the Board of Directors, respectively,

payable on November 1, 2022.

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

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

Matthew Balk resigned from the Board

of Directors on January 16, 2023.

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

notes for the manufacture of one or more RPC machines.

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

accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation

of $ 438,099 .

The assets, liabilities and equity related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ),

resulting in the gain on deconsolidation.

In 2022, VWFI paid $ 2,266,964 to Dzign Pro Enterprises, LLC (Dzign Pro) for engineering services

related to our RPCs, site planning, and infrastructure, which entity shares a common executive with VWFI.

As of December 31, 2022,

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

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

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

note payable to Dzign Pro in the amount of $ 300,000 , which accrues 5% interest per annum, has a maturity date of July 14, 2024,

where no payments are made prior to the maturity date unless at the option of the fund.

VWFI also entered into a master revolving note

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

6% interest per annum, has a maturity date of October 11, 2023, where no payments are made prior to the maturity date unless at

the option of the fund.

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.

entered into a master revolving note payable to Van Tran Family LP, which is an affiliate of WealthSpace, LLC, the VWFI Fund Manager,

in the amount of $ 599,500 , which accrues 6 % interest per annum, had a maturity date of October 11, 2023 , where no payments are made

prior to the maturity date unless at the option of the fund.

2023 we subleased office space to Spectra Global Cuisine, LLC (Spectra), which shares officers with WealthSpace, LLC (the Fund Manager

For the year ended December 31, 2023, we realized $ 98,000 in office sublease lease revenue from Spectra.

As of December 31,

2023, the Company is carrying accounts receivable of $ 22,000 related to this sublease.

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.

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.

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

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

For the year ended December 31,

2023, we paid Mr.

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

June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC,

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

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

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

related party transactions.

Ballengee is now our Chief Executive Officer and is the beneficiary of Jorgan and JBAH, and the Sellers are significant shareholders,

certain transactions, as noted below, related to Jorgan, JBAH, and James Ballengee are now considered related party transactions.

consideration for the membership interests included the Notes in the amount of $ 286,643 to JBAH and $ 28,377,641 to Jorgan, which accrue

11 unchanged sentences

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

Subsequent to September 30, 2022, we entered into an agreement amending the Notes, whereby, as soon as is practicable, following

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

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

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

6,971,831 shares

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

of principal owed to JBAH will be cancelled.

Once a registration statement registering the shares for the Note Payment is declared effective

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

As of December 31,

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

In October 2022, we entered into an agreement amending the Notes, whereby, after the approval of our shareholders was given in November 2023,

we issued 7,042,254 restricted shares of our common stock as a payment of $ 10,000,000 toward the principal of the Notes on a pro rata

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

Once a registration statement registering the

shares for the Note Payment is declared effective by the SEC, the Note Payment will count against the threshold payment amount, as defined

in the notes and the MIPA.

As of December 31, 2023, we have accrued interest of approximately none and made cash payments of

$ 3,587,986 .

the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC

5 unchanged sentences

The agreement expires on December 31,

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

Since acquiring this contract on August 1, 2022 we have received tank storage revenue of approximately $ 1,800,000 and $ 750,000

for the years ended December 31, 2023 and 2022.

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

6 unchanged sentences

on December 31, 2031.

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

In addition, SFD entered into a sales

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

SFD sells the NGL

stream at cost to WC Crude.

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

For the years ended December 31, 2023 and 2022, we have made crude oil purchases from WC Crude of $ 36,740,922 and $ 25,239,962 .

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

SFD sells the NGL stream at cost in 2022 and at a profit in 2023 to WC Crude.

We produced and sold natural gas liquids to WC Crude in

the amount of $ 11,268,005 and $ 5,890,910 for the years ended December 31, 2023 and 2022.

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

2 unchanged sentences

Endeavor for consulting services.

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

For the years ended December 31, 2023 and 2022, Endeavor rendered services in the amount of $ 295,881

and $ 37,993 .

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

7 unchanged sentences

not permitted to participate in any discussion, including LBL’s board meetings, regarding any Company stock that LBL may own at

For the year ended December 31, 2023, the Company paid off its remaining $ 20,413 of accounts payable to LBL.

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

1 unchanged sentence

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

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

As of December 31, 2023 and 2022, the balance owed was $ 375,124 and $ 342,830 .

January 20, 2021, we entered into a worldwide, exclusive license agreement with TBT Group, Inc.

(of which an independent Vivakor

Board member at the time was a 7% shareholder of TBT Group, Inc.) to license piezo electric and energy harvesting technologies for creating self-powered sensors for

making smart roadways.

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

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

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

Upon the delivery of a mutually

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

Upon commercialization of the product,

we will pay licensor $250,000 and 33,333 shares of restricted common stock.

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

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

second anniversary of product commercialization.

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

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

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

and $225,000 to be paid on March 4, 2022.

Board member at the time was a 7% shareholder of TBT Group, Inc.) to license piezo electric and energy harvesting technologies for creating

self-powered sensors for making smart roadways.

In 2023 we agreed with TBT Group, Inc.

to cancel the license agreement and both parties agreed to fully release and discharge any and all known and unknown claims they may have against the other party, with neither party owing the other party any money and TBT retaining the ownership of the piezo electric and energy harvesting technology that was the subject of the license agreement.

Subsequent Events

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

Subsequent to

December 31, 2022, VWFI has extended the termination date of its $25M offering until March 31,

VWFI has raised $1,980,000 in conjunction with the $25,000,000 private placement offering to sell

convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise funds to manufacture RPC Series B.

Subsequent to December 31, 2022, VWFI has also converted $555,000 of convertible debt into VWFI LLC

February 5, 2024, we issued a secured promissory note (the “Note”) due as described below, to Cedarview Opportunities

Master Fund LP (the “Lender”), in the principal amount of $ 3,000,000 (the “Principal Amount”), in relation to

a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Agreement”).

will use the proceeds of the Note for general working capital purposes and to repay certain indebtedness.

The Company received the funds

on February 6, 2024, minus a 3% origination fee.

secure repayment of the Note, the Company issued the Lender a security interest in the assets of the Company and its subsidiaries.

Company also issued an irrevocable letter to its transfer agent to reserve 3,000,000 shares of its common stock until the Note is repaid.

If the Company defaults on the repayment of the Note then the transfer agent will transfer the shares to the Lender for the Lender to

sell until the amounts due under the Note are repaid in full and return any remaining shares.

Company will repay the amounts due under the Note as follows:

first three months are interest only payments, which the Company

prepaid at Closing, and then twelve equal monthly installment payments of interest plus $ 250,000 ,

which must be made on or before May

5, 2025 (the Maturity Date).

The Company's obligation to repay the funds is guaranteed by the Company's

subsidiaries, which are signatories to the Agreement and a corresponding Guaranty.

As additional consideration for the Lender

loaning us the Principal Amount, Jorgan Development, LLC (“Jorgan”), an entity controlled by James Ballengee, our Chief Executive Officer, and

Ballengee as an individual executed a Subordination Agreement under which Jorgan and Mr.

Ballengee agreed to subordinate the

security interest they have in our assets securing obligations due to them to the security interest granted to the Lender under the

Company paid a finder $ 70,000

in relation to obtaining the loan and issued the Lender 300,000

shares of its common stock at $0.951 per share, restricted in accordance with Rule 144, as additional consideration for the

loan, and will be recorded as a discount against the face amount of the Note.

February 26, 2024 (the “Execution Date”), we (the “Parent”), entered into an Agreement and Plan of Merger

(the “Merger Agreement”) with Empire Energy Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the

Parent (“Merger Sub”), and Empire Diversified Energy, Inc., a Delaware corporation (“Empire” and collectively

with the Parent and Merger Sub, the “Parties”).

Pursuant to the Merger Agreement, on the Closing Date, subject to the terms

and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Empire (the “Merger”), with Empire

surviving the Merger as a wholly owned subsidiary of the Parent (the “Surviving Company”).

a result of the Merger, at Closing, all shares of Empire’s common stock, par value $ 0.00001 per share (the “Empire Common

Stock”), on a fully diluted and as converted basis, shall be converted into and exchanged for the right to receive an aggregate

of 67,200,000 shares (the “Consideration Shares”) of the Parent’s common stock, par value $ 0.001 per share (the “Parent

Common Stock”), stipulated to be $ 1.00 per share of Parent Common Stock for an aggregate value equal to $ 67,200,000 .

Representations

and Warranties;

to the Merger Agreement, the Parties made customary representations and warranties for transactions of this type;

provided , that

the Parties agreed that each of the Parent and Empire shall deliver fully completed copies of their respective disclosure schedules as

soon as reasonably practicable, but in no event later than 14 days following the Execution Date.

Both Parties shall have sixty (60) days

from the Execution Date (the “Diligence Expiration Date”) to conduct due diligence review of the other Party, giving rise

to the termination right by either Party until the Diligence Expiration Date.

to the Merger Agreement, at the Closing, Empire is required to have a minimum of $ 2,500,000 of unrestricted net cash on its books (“Net

Minimum Cash”), which Net Minimum Cash shall be available to the Parent following the Closing.

Statement and Proxy

promptly as practicable following the date the Net Minimum Cash is obtained pursuant to the Merger Agreement, but in no event after the

later of the (i) 45 th day following the Execution Date and (ii) 10 th day following the date the Net Minimum Cash

is obtained, so long as the Parent has received all necessary information from Empire, the Parent shall file with the U.S.

and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) relating

to, among other things, the registration of the Consideration Shares issuable to the Empire Stockholders pursuant to the Merger Agreement,

including the Proxy Statement portion thereof relating, among other things, to the approval of the Proposals (as defined below) to be

voted on at the Parent Stockholders Meeting (as defined below).

Stockholders Meeting

promptly as practicable following the date on which the Registration Statement is declared effective by the SEC pursuant to the Securities

Act of 1933, as amended (the “Securities Act”), and after reasonable consultation with Empire, the Parent shall establish

the record date, and duly call, give notice of, convene and hold the a special meeting of the stockholders of the Parent (the “Parent

Stockholders Meeting”) in accordance with Nevada law (and in any event within 10 Business Days after the date of effectiveness

of the Registration Statement, unless otherwise required by applicable Laws).

At such Parent Stockholders Meeting, the Parent’s

board of directors (the “Board”) is to recommend that the Parent Stockholders approve and adopt the following proposals (the

“Proposals”):

(i) the Merger Agreement, the Merger, the Ancillary Agreements and the Transactions;

(ii) for purposes of complying

with Nasdaq listing Rule 5635(a), (b) and (d), the issuance of the Consideration Shares to the Empire Stockholders as contemplated

in the Merger Agreement;

(iii) the adjournment of such Parent Stockholders Meeting as permitted by Section 5.08 of the Merger Agreement;

and (iv) any other proposal or proposals that the Parent reasonably deems necessary or desirable to consummate the transactions contemplated

by the Merger Agreement (collectively, the “Parent Board Recommendations”).

of Directors and Officers

the Closing, (i) the number of members of the Board shall be fixed at seven, and (ii) the members of the Board shall be (A) James Ballengee,

who shall serve as Chairman, (B) three (3) members to be chosen by Empire, (C) two (2) members to be chosen by the Parent, and (D) one

(1) member to be chosen by both the Parent and Empire.

At least four (4) of the individuals identified in (B), (C), and (D) shall qualify

as independent directors under the rules of the Nasdaq Stock Market LLC (“Nasdaq”).

If any individual identified in (B) of

the foregoing clause (ii) is unable or unwilling to serve in such capacity, Empire may choose a successor but not less than five (5)

days in advance of the Closing or such earlier period as may be required by disclosure requirements under applicable Law.

If any individual

identified in (C) of the foregoing clause (ii) is unable or unwilling to serve in such capacity, the Parent may choose a successor but

not less than five days in advance of the Closing or such earlier period as may be required by disclosure requirements under applicable

and after the Effective Time, James Ballengee shall continue to serve as the Parent’s Chief Executive Officer until the earlier

of the Board’s appointment of a successor or Mr.

Ballengee’s death, resignation, termination or removal.

to Each Party’s Obligations to Consummate the Transactions

respective obligation of each Party to effect, or cause to be effected, the Transactions, including the Merger, is subject to the satisfaction

on or before the Closing Date of each of the following conditions, unless waived in writing by each of Parent and the Parent:

Parent Board Recommendations have been approved by the required Parent Stockholders at the Parent Stockholders Meeting;

(b) the Merger

Agreement and the Merger shall have been duly adopted by the required Empire Stockholders;

become effective;

(d) the Parties shall have received all approvals with any Governmental Authority necessary to consummate the Transactions,

including, but not limited to, the expiration or termination of the waiting period under the HSR Act, if applicable;

(e) there shall

not have been enacted, promulgated or made effective after the Execution Date any Law or Orders by a Governmental Authority of competent

jurisdiction that enjoins or otherwise prohibits or makes illegal, or any Legal Action by any Governmental Authority seeking to enjoin

or prohibit or make illegal, consummation of the Transactions and there shall not be in effect any injunction (whether temporary, preliminary

or permanent) by any Governmental Authority of competent jurisdiction that enjoins or otherwise prohibits consummation of the Transactions;

(f) the Parent shall have obtained a Fairness Opinion concluding that the Merger and the related Transactions are fair to the Parent

Stockholders from a financial point of view;

(g) the executed Lock-Up Agreement has been delivered to the Parent;

(h) the Lock-Up Extension

has been delivered to Empire;

and (i) all of the Convertible Securities of Empire have been exercised, converted or exchanged for Empire

Common Stock and the Parties shall have mutually agreed as to the treatment of warrants exercisable for shares of Empire Common Stock

(the “Empire Warrants”) at Closing provided that if the Empire Warrants have been terminated or exercised into Empire Common

Stock prior to the Closing, this condition shall have been deemed satisfied.

to Obligations of the Parent

obligations of the Parent to effect, or cause to be effected, the Transactions, including the Merger, are subject to the satisfaction

on or before the Closing Date of the following conditions, unless waived in writing by the Parent (subject to certain qualifications

and exceptions as set forth in the Merger Agreement for each):

(A) the representations and warranties of Empire regarding the capitalization

of Empire shall be true and correct as of the Closing as though made on such date;

(B) the representations and warranties of Empire set

forth in Section 3.01 (Organization and Power), Section 3.04 (Corporate Authorizations), Section 3.06 (Capitalization)

(other than subsections (a), and (b) and (g)), and Section 3.24 (Brokers) shall be true and correct in all material respects as

of the Closing as though made on such date;

be true and correct, in each case as of the Closing as though made on such date;

(D) each of the covenants of Empire to be performed

as of or prior to the Closing shall have materially been performed;

(E) there shall not have been a Company Material Adverse Effect (as

defined in the Merger Agreement);

(F) the Parent shall have received the Company Officer’s Certificate (as defined in the Merger

(G) Empire shall have the Net Cash Minimum on hand;

and (H) the Parent shall have received each of the agreements, instruments

and other document set forth in Section 1.11(b) of the Merger Agreement.

to Obligations of Empire

obligations of Empire to effect, or cause to be effected, the Transactions, including the Merger, are subject to the satisfaction on

or before the Closing Date of the following conditions, unless waived in writing by Empire (subject to certain qualifications and exceptions

as set forth in the Merger Agreement for each):

(A) the representations and warranties of the Parent regarding the capitalization of

the Parent shall be true and correct as of the Closing as though made on such date;

(B) the representations and warranties of the Parent

set forth in in Section 4.01 (Organization and Power), Section 4.04 (Corporate Authorizations), Section 4.06 (Capitalization)

(other than subsections (a) and (b) and (g)), Section 4.08 (Business Operations), Section 4.24 (Takeover Statutes), Section 5.22

(Opinion of Financial Advisor) and Section 4.28 (Brokers) shall be true and correct in all material respects as of the Closing as

though made on such date;

in each case as of the Closing as though made on such date;

(D) each of the covenants of the Parent to be performed as of or prior to

the Closing shall have materially been performed;

(E) there shall not have been a Parent Material Adverse Effect (as defined in the Merger

(F) Empire shall have received the Parent Officer’s Certificate (as defined in the Merger Agreement);

(G) the Parent

Common Stock (i) shall be listed on Nasdaq and (ii) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from

trading on Nasdaq nor shall (x) the Parent have received any notice or communication from Nasdaq noting noncompliance with listing requirements

or threatening suspension or delisting of the Parent Common Stock or (y) the Parent fails to meet any of the continued listing requirements

applicable to it in order to be in compliance with all such listing and maintenance requirements;

(H) the transactions referenced in

Section 6.03(f) of the Merger Agreement have been consummated or terminated;

and (I) Empire shall have received each of the agreements,

instruments, and other documents set forth in Section 1.11(a) of the Merger Agreement.

Indemnification;

to Article VIII of the Merger Agreement, and subject to the limitations set forth therein from the date that is twelve (12) months after

the Closing, each Party agreed to indemnify and hold harmless the other party for any all Damages incurred or suffered as a result of

(a) any inaccuracy in or breach of any representation or warranty or in any certificate or instrument delivered pursuant to the Merger

Agreement and (b) any breach of any covenant or agreement of such Party as set forth in the Merger Agreement.

Section 8.04(a) of

the Merger Agreement (i) limits Empire’s ability to assert claims for Damages against the Parent unless and until the aggregate

amount of all such Damages exceeds $ 250,000 (the “Parent Threshold”) and (ii) caps Parent’s liability for any indemnification

payments at $ 500,000 (the “Parent Cap”).

Section 8.04(b)

of the Merger Agreement limits the Parent’s ability to assert claims for Damages against Empire unless and until the aggregate

amount of all such Damages exceeds $ 250,000 (the “Empire Threshold”).

Notwithstanding anything in the Merger Agreement to

the contrary, the Parent Threshold, the Parent Cap and the Empire Threshold shall not apply to Damages that arise from, relate to or

are accrued, suffered or incurred as a result of claims relating to fraud or intentional misrepresentation.

for claims relating to fraud or intentional misrepresentation, the sole remedy of the Parent under the Merger Agreement shall be the

Escrow Shares held pursuant to the Escrow Agreement (discussed below).

Merger Agreement may be terminated and the transactions therein may be abandoned:

(A) by mutual written consent of the Parties;

the Parent or Empire (i) within sixty (60) days from the Execution Date as a result of the terminating Party’s due diligence review

of the other Party, (ii) at any time before the Effective Time if the Closing has not occurred on or before the date that is nine (9)

months from the Execution Date (the “Termination Date”), (iii) at any time before the Effective Time the Parent fails to

obtain the vote required to pass the proposals presented at the Parent Stockholders Meeting, (iv) at any time before the Effective Time

if Empire fails to obtain the vote required to pass the proposals presented at the special meeting of Empire’s stockholders as

set forth in the Merger Agreement (the “Empire Stockholder Meeting”), or (v) at any time before the Effective Time if any

Law or Order is enacted, issued, promulgated or entered by a Governmental Authority of competent jurisdiction (including Nasdaq) that

permanently enjoins, or otherwise prohibits the consummation of the Transactions, and (in the case of any Order) such Order has become

final and non-appealable;

in the Merger Agreement), (ii) if the Board recommends a Superior Proposal (as defined in the Merger Agreement) to the Parent Stockholders

or if a tender offer, exchange offer, or other transaction for any outstanding shares of the Parent’s capital stock is commenced

before obtaining the required vote at the Parent Stockholders Meeting and if the Board fails to recommend against any such Superior Proposal

within ten (10) Business Days after commencement;

(iii) if there is a material breach of Section 5.05 of the Merger Agreement, (iv)

if the Parent or any of its subsidiaries breach any of its representations, warranties, covenants or agreements in the Merger Agreement,

subject to Parent’s ability to cure such breach within the timeframe set forth in the Merger Agreement, (v) if the obligations

in Section 6.01 and 6.02 of the Merger Agreement have been satisfied and the Parent has failed to fulfill its respective obligations

and consummate the Closing within three (3) Business Days following written notice that Empire is willing and able to consummate the

Closing, (iv) the Parent fails to pass the proposals at the Parent Stockholders Meeting by the Termination Date solely due to the action

or inaction of the Parent and such action or inaction constitutes a material breach of the Merger Agreement, or (vii) if Empire’s

board of directors approves termination and Empire has concurrently with such termination entered into a definitive agreement, arrangement

or understanding providing for the implementation of a Superior Proposal (Parent) (as defined in the Merger Agreement);

or (D) by the

Parent if, among other things, (i) Empire breaches any of its representations, warranties, covenants or agreements contained in the Merger

Agreement, subject to Empire’s ability to cure such breach within the timeframe set forth in the Merger Agreement, (ii) if the

obligations in Section 6.01 and 6.02 of the Merger Agreement have been satisfied and Empire has failed to fulfill its respective

obligations and consummate the Closing within three (3) Business Days following written notice that Empire is willing and able to consummate

(iii) if Empire fails to pass the proposals presented at the Empire Stockholder Meeting by the Termination Date, or (iv)

if the Board approves termination and the Parent has concurrently with such termination entered into a definitive agreement, arrangement

or understanding providing for the implementation of a Superior Proposal (Parent) (as defined in the Merger Agreement).

Agreements to Merger Agreement

and Support Agreements

30 days of the Execution Date, the Parent agreed to deliver the written agreement of certain directors and executive officers and certain

Parent Stockholders holding at least 51% of the voting power of Parent Common Stock (the “Relevant Parent Insiders”), to

enter into, in their capacity as stockholders, a voting and support agreement with the Parent, Empire and Merger Sub (the “Parent

Voting and Support Agreement”), pursuant to which such Relevant Parent Insiders agree to vote in favor of the adoption of the Merger

Agreement and the Transactions and to take (and refrain from taking) certain other actions in connection with the Transactions, including

the Merger, in each case, on the terms set forth in the Parent Voting and Support Agreement.

30 days of the Execution Date, Empire agreed to deliver the written agreement of certain directors, executive officers and certain Empire

Stockholders holding at least 51% of the voting power of shares of Empire Common Stock (the “Relevant Empire Insiders”),

to enter into, in their capacity as stockholders, a voting and support agreement with Empire, the Parent and Merger Sub (the “Empire

Voting and Support Agreement”), pursuant to which the Relevant Empire Insiders agree to vote in favor of the adoption of the Merger

Agreement and the Transactions and to take (and refrain from taking) certain other actions in connection with the Transactions, including

the Merger, in each case, on the terms set forth in the Empire Voting and Support Agreement.

a condition to the Parent’s obligations to consummate the Transactions, at Closing, one or more Empire Stockholders representing,

individually or collectively, such number of shares of Empire Common Stock that represent not less than 65% of the issued and outstanding

shares of Empire Common Stock, in the aggregate, on a fully diluted and as-converted basis, shall enter into a lock-up agreement (the

“Lock-Up Agreement”) whereby such Empire Stockholders agree to a lock-up of their respective Consideration Shares for a period

of 12 months following the Closing.

a condition to Empire’s obligations to consummate the Transactions, at or prior to Closing, the Parent shall cause the lock-up

period contained in the lock-up agreement dated August 1, 2022 by and between the Parent and JBAH Holdings, LLC to be amended or

extended to February 1, 2025 (the “Lock-Up Extension”).

Agreement and Escrow Shares

Parties agreed to enter into an Escrow Agreement (the “Escrow Agreement”), pursuant to which certain of the Empire Stockholders

(the “Indemnifying Empire Stockholders”) are to deposit with the Escrow Agent, at Closing, an aggregate of 5,040,000 Consideration

Shares otherwise issuable to such Indemnifying Empire Stockholders (the “Escrow Shares”) as security for the obligations

of the Parent, its members, shareholders, partners, managers, directors, officers, employees and agents, and its and their respective

Affiliates (including, after the Closing, the Surviving Company), successors and permitted assigns (each, an “Indemnified Acquiror”

and together, the “Indemnified Acquirors”).

The Escrow Agreement shall become effective on the Closing Date and terminate

on the 12-month anniversary thereof (the “Escrow Termination Date”).

On the Escrow Termination Date, any Escrow Shares not

previously released or distributed to cover the obligations of the Indemnified Acquirors as set forth in the Merger Agreement shall be

released to the Indemnifying Empire Stockholders.

foregoing descriptions of the Merger Agreement, the Parent Voting and Support Agreement, the Empire Voting and Support Agreement, the

Lock-Up Agreement and the Escrow Agreement do not purport to be complete and are qualified their entirety by reference to the Merger

Agreement, the form of Parent Voting and Support Agreement, the form of Empire Voting and Support Agreement, the form of Lock-Up Agreement

and the form of Escrow Agreement attached to our Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4, respectively,

filed with the Commission on March 1, 2024.

On March 21, 2024 (the “Execution Date”),

Vivakor, Inc., (the “Company” or “Purchaser”) entered into a Membership Interest Purchase Agreement (the “ENDEAVOR

MIPA”) and incorporated by reference herein, with Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”)

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

the equity holders of Endeavor Crude, LLC (f/k/a Meridian Transport, LLC), a Texas limited liability company (“Endeavo r ”),

Equipment Transport, LLC, a Pennsylvania limited liability company (“ET”), Meridian Equipment Leasing, LLC, a Texas limited

liability company (“MEL”), and Silver Fuels Processing, LLC, a Texas limited liability company (“SFP” and, together

with Endeavor, ET, and MEL, the “Acquirees”) whereby, at closing, subject to the conditions set forth in the ENDEAVOR MIPA,

the Company will acquire all of the issued and outstanding membership interests in each of the Acquirees (the “Membership Interests”)

making Endeavor, ET, MEL and SFP wholly owned subsidiaries of the Company.

The purchase price for the Membership Interests is $ 120 million

(the “Purchase Price”), subject to post-closing adjustments, payable by the Company in a combination of Company common stock,

$0.001 par value per share (“Common Stock”) and Company Series A Preferred Stock $0.001 par value per share (“Preferred

The Preferred Stock will have the terms set forth in the Form of Series A Preferred Stock Certificate of Designations filed

with the ENDEAVOR MIPA and incorporated by reference herein, including, but not limited to, the payment of a cumulative six percent (6%)

annual dividend per share payable quarterly in arrears and conversion rights following the first anniversary of their issuance at a price

of one dollar ($1) per share of Common Stock.

The Sellers are beneficially owned by James Ballengee, the Company’s chairman, chief

executive officer and principal shareholder.

At a meeting held on March 20, 2024 the Company’s board of directors authorized

and approved the ENDEAVOR MIPA and the transactions contemplated thereby.

Ballengee recused himself from the vote.

satisfaction of all closing conditions, the acquisitions are anticipated to be completed within approximately 90 days of the Execution

At closing of the acquisitions (“Closing”),

the Company will issue to the Sellers, (i) a number of shares of Common Stock equal to an undivided nineteen and ninety-nine hundredths

percent (19.99%) of all of the Company’s issued and outstanding Common Stock immediately prior to Closing, or lesser percentage,

if such issuance would result, when taking into consideration the percentage of Common Stock owned by Sellers prior to such issuance,

in Sellers owning in excess of 49.99% of the Common Stock issued and outstanding on a post-Closing basis, valued at $1.00 per share(the

“Common Stock Consideration”), and (ii) a number of shares of Preferred Stock equal to the Purchase Price, less the value

of the Common Stock Consideration (the “Preferred Stock Consideration”).

Sellers will enter into 18-month lock-up agreements,

at Closing, with regard to the Common Stock Consideration and any Common Stock they receive during the lock-up period in connection with

conversions of Preferred Stock or the payment of dividends on the Preferred Stock.

As set forth in the ENDEAVOR MIPA, the Purchase

Price is subject to a post-Closing working capital adjustment.

The Purchase Price is based, in part, on the assumption that the Net Working

Capital (as such term is defined in the ENDEAVOR MIPA) of the Acquirees, in the aggregate and as of Closing will be equal to One Hundred

Fifty Thousand and No/100s Dollars ($ 150,000 .00) (the “Target Working Capital Amount”).

If the aggregate net working capital

of the Acquirees is lower than the Target Working Capital Amount (a “Working Capital Deficit”) then the Purchase Price will

be decreased by an amount equal to the Working Capital Deficit.

If the aggregate net working capital of the Acquirees is higher than the

Target Working Capital Amount (a “Working Capital Surplus”) then the Purchase Price will be increased by an amount equal to

the Working Capital Surplus.

The amount of any Working Capital Deficit will be payable by Sellers to the Company in shares of Preferred

Stock and the amount of any Working Capital Surplus will be payable by the Company to Sellers Company in shares of Preferred Stock.

Net Working Capital Sample Calculation is filed herewith as Exhibit 10.2 and incorporated by reference herein.

As set forth in the ENDEAVOR MIPA, the Purchase

Price is also subject to a post-Closing earn-out adjustment.

If the EBITDA (as such term is defined in the

ENDEAVOR MIPA) of the Acquirees for the Company’s 2024 fiscal year (the “Actual Earnings”) is equal to or exceeds Twelve

Million and No/100s.

Dollars ($12,000,000.00) (the “Earnings Target”), the positive difference between the Actual Earnings

less the Earnings Target will be multiplied by ten (10) and the product thereof remitted to Sellers (the “Seller Earn-Out Payment”),

up to a maximum not to exceed Forty-Nine Million and No/100s.

Dollars ($49,000,000.00).

The Seller Earn-Out Payment will be payable to

Sellers in Preferred Stock no later than March 31, 2025, Conversely, if the Actual Earnings are less than the Earnings Target, the

positive difference between the Earnings Target less the Actual Earnings will be multiplied by ten (10) and the product thereof remitted

to the Company (the “Company Earn-Out Payment”), up to a maximum not to exceed Forty-Nine Million and No/100s.

Dollars ($49,000,000.00).

Based upon the foregoing, the Purchase Price, as adjusted for the earn-out, can be increased to as much as One Hundred Sixty-Nine Million

and No/100s Dollars ($169,000,000.00) or can be reduced to as little as Seventy-One Million and No/100s.

Dollars ($71,000,000.00).

Company Earn-Out Payment will be treated and accounted for as an immediate and automatic reduction in the Common Stock Consideration,

and each Seller shall thereafter promptly transfer to the Company an amount of Common Stock equal to the Company Earn-Out Payment valued

at the volume-weighted average price for the Purchaser Common Stock on the Nasdaq during the five (5) trading days immediately preceding

the determination of the Company Earn-Out Payment.

The Company has agreed to file a registration

statement for the resale of the shares of Common Stock comprising the Common Stock Consideration and the shares of Common Stock issuable

upon conversion of the Preferred Stock or upon payments of dividends on the Preferred within 45 days of the closing under the ENDEAVOR

MIPA and to use its best efforts to have the registration statement declared effective as soon thereafter as is practical.

The ENDEAVOR MIPA contains customary representations

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

The Closing conditions include, but are

not limited to, (i) the Company’s receipt of a fairness opinion from a reputable financial advisor to the Company which concludes

that the Purchase Price is fair to the stockholders of the Company.

(ii) delivery of all required governmental approvals, including approval

and satisfaction of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

(iii) fully executed copies of

all consents required under any contract or agreement of the Company or Sellers, as applicable, in connection with the transactions contemplated

by the ENDEAVOR MIPA, and (iv) resignation letters of Acquirees’ officers, directors and managers, as applicable;

In conjunction with the Closing, the Shared Services

Agreement dated August 1, 2022, by and among Endeavor, Silver Fuels Delhi LLC, a Louisiana limited liability company (“SFD”),

and White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”), and the Company, will be terminated.

In conjunction with the Closing, the August 1,

2022 Master Netting Agreement among the Company, Sellers, Endeavor, SFD, WCCC and White Claw Crude, LLC, a Texas limited liability company,

will be amended and restated, in the form filed as Exhibit 10.3 hereto (the “Netting Agreement”) and incorporated by reference

herein, to add MEL, SFP and CPE Gathering Midcon, LLC, a Delaware limited liability company and wholly owned subsidiary of MEL (“CPE”),

as parties and to update and ratify certain net-out obligations of the parties to the Netting Agreement and procedures for the same.

The ENDEAVOR MIPA contains representations, warranties,

covenants and other terms, provisions and conditions that the parties thereto made to each other as of specific dates.

The assertions

embodied therein were made solely for purposes of the ENDEAVOR MIPA and may be subject to important qualifications and limitations agreed

to by the parties thereto in connection with negotiating their respective terms.

Moreover, they may be subject to a contractual standard

of materiality that may be different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating

risk between the parties thereto rather than establishing matters as facts.

For the foregoing reasons, no person should rely on such representations,

warranties, covenants or other terms, provisions or conditions as statements of factual information at the time they were made or otherwise.

Unless required by applicable law, the Company undertakes no obligation to update such information.

The Sellers and Purchaser will bear their own

expenses incurred in connection with the ENDEAVOR MIPA and the transactions therein contemplated whether or not such transactions shall

be consummated, including, without limitation, all broker’s fees and fees of their legal counsels, financial advisers and accountants.

Endeavor is an interstate crude oil carrier headquartered

in Dallas, Texas and presently operates 132 tractors which are leased from Meridian.

Endeavor presently operates in Texas, Louisiana,

Oklahoma, New Mexico, Colorado, and North Dakota.

ET is an active freight carrier which hauls produced

water and other water products for the oil industry and operates primarily in Texas.

MEL owns various trucking equipment which it leases

directly to Endeavor and/or Endeavor’s independent owner-operators.

CPE operates an approximate 40 mile oil gathering

pipeline, and oil storage and logistics facility in Oklahoma.

SFP operates multiple truck pipeline injection

stations located in multiple regions of Texas, New Mexico, and North Dakota.

The ENDEAVOR MIPA may be terminated and the transactions contemplated

thereby abandoned:

(A) by mutual written consent of the parties at any time prior to Closing;

(B) by Purchaser (i) at any time on or before

the later of (a) sixty (60) days from the Execution Date or (b) ten (10) business days following Seller’s delivery to Purchaser

of the 2023 audited financial statements of the Acquirees for any reason as a result of Purchaser’s ongoing due diligence review

of the Acquirees or (ii) at any time prior to Closing, if Sellers materially breach any of their representations, warranties, covenants

or agreements contained in the ENDEAVOR MIPA, if such breach would give rise to the failure to satisfy the Closing conditions applicable

to Sellers and such breach cannot be cured, or, if curable, has not been cured by the Sellers within fifteen (15) days after Sellers’

receipt of written notice of such breach from the Purchaser;

provided that Purchaser

will not have the right to terminate the ENDEAVOR MIPA if Purchaser is then in breach of any of its representations, warranties, covenants

or agreements contained in the ENDEAVOR MIPA that would result in the conditions precedent to Closing applicable to Purchaser not being

or (C) by Sellers, at any time prior to Closing, if Purchaser materially breaches any of its representations, warranties, covenants

or agreements contained in the ENDEAVOR MIPA, if such breach would give rise to the failure to satisfy the Closing conditions applicable

to Purchaser and such breach cannot be cured, or, if curable, has not been cured by Purchaser within fifteen (15) days after Purchaser’s

receipt of written notice of such breach from the Sellers;

provided that Sellers

will not have the right to terminate the ENDEAVOR MIPA if Sellers are then in breach of any of their representations, warranties, covenants

or agreements contained in the ENDEAVOR MIPA that would result in the conditions precedent to Closing applicable to Sellers not being

On March 29, 2024, we issued an amended and restated

convertible promissory note to Keke Mingo related to the $ 1,000,000 he loaned us in December 2023.

Mingo signed the returned the amended

and restated promissory note to us on April 8, 2024.

The amended and restated convertible promissory note replaced the non-convertible

note issued to Mr.

Mingo in December 2023 in its entirety, and permits Mr.

Mingo to convert the outstanding principal and interest due

under the note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous

three (3) trading days prior to the conversion date, with a floor conversion price of $0.75 per share.

Mingo may not convert amounts

owed under the note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance,

which limitation may be raised to 9.99% upon no less than 61 days notice to us regarding his desire to increase the conversion limitation

The note maintains the 10% interest rate per annum, compounded semi-annually, and the December 31, 2025 maturity date.

On March 31, 2024, we entered into an amendment

of the MIPA transaction documents.

Under the amendment, the Threshold Payment Date, which was originally February 1, 2024, was extended

to February 1, 2025.

Additionally under the amendment, the Threshold Payment as defined in the MIPA, and the corresponding right of the

sellers in the MIPA transaction to unwind the MIPA transaction, will expire upon the earliest to occur of (a) payment of the Threshold

Payment in full on or before February 1, 2025, (b) the closing of the proposed merger transaction with Empire, or (c) the closing of the

proposed acquisition of the Endeavor entities.

On April 4, 2024, we issued 1,189,745 shares of common

stock at approximately $ 0.79 per share for a $ 483,292 reduction of liabilities and $ 706,453 in stock based compensation for executives

and members of the Board of Directors.

These shares were issued under our S-8 Registration Statement filed with the Securities and

Exchange Commission on February 9, 2024.

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

What changed 10-K

Item 9A. Controls and Procedures