Financial Performance - For the three months ended March 31, 2024, the company reported revenues of $16,021,391, an increase of $476,519 or 3.07% compared to $15,544,872 in the same period of 2023 [121]. - The cost of revenue for the three months ended March 31, 2024, was $14,953,254, representing an increase of $921,540 or 6.57% from $14,031,714 in 2023, primarily due to rising oil prices [123]. - Gross profit for the three months ended March 31, 2024, decreased to $1,068,137, a decline of $445,021 or 29.41% compared to $1,513,158 in 2023 [124]. - Operating expenses for the three months ended March 31, 2024, were $2,685,059, an increase of $47,029 or 1.78% from $2,638,030 in 2023, attributed to increased amortization and a shift from consulting to full-time employees [125]. - Interest expense decreased by $761,629, or 63.17%, from $1,205,669 in Q1 2023 to $444,040 in Q1 2024 due to a troubled debt restructuring [126]. - Unrealized loss on marketable securities decreased from $495,826 in Q1 2023 to $82,638 in Q1 2024, reflecting improved market conditions [127]. - Net cash used in operating activities increased from $1,276,123 in Q1 2023 to $1,829,679 in Q1 2024, indicating higher operational costs [129]. - The accumulated deficit as of March 31, 2024, was approximately $67.8 million, with a working capital deficit of about $37 million [130]. - Cash and cash equivalents slightly increased from $744,307 as of December 31, 2023, to $767,273 as of March 31, 2024 [131]. - The company raised approximately $3 million through debt financing in Q1 2024, contributing to its liquidity [132]. Acquisition and Financing - The Company entered into a Membership Interest Purchase Agreement to acquire all issued and outstanding membership interests in Endeavor and its subsidiaries for a purchase price of $120 million [101]. - The acquisition will be financed through a combination of Company common stock and Series A Preferred Stock, which will have a cumulative annual dividend of 6% payable quarterly [101]. - The Preferred Stock can be converted into common stock at a price of $1 per share after the first anniversary of issuance [101]. - The acquisition is expected to be completed within approximately 90 days of the Execution Date, subject to satisfaction of closing conditions [101]. - The purchase price for the acquisition is subject to a post-Closing working capital adjustment, with a target working capital amount of $150,000 [103]. - If the EBITDA for the company's 2024 fiscal year exceeds $12,000,000, the seller earn-out payment could reach up to $49,000,000 [105]. - The purchase price can be adjusted to a maximum of $169,000,000 or reduced to a minimum of $71,000,000 based on performance metrics [105]. - The company will file a registration statement for the resale of shares related to the acquisition within 45 days of closing [106]. - The acquisition involves customary representations and warranties, including a fairness opinion from a financial advisor [107]. - The sellers will enter into 18-month lock-up agreements regarding the common stock consideration received [102]. Debt and Obligations - The company has a secured promissory note of $3,000,000 issued to Cedarview Opportunities Master Fund LP, with a 3% origination fee deducted from the proceeds [74][75]. - The company plans to repay the note with interest-only payments for the first three months, followed by twelve equal monthly installments including $250,000, due by May 5, 2025 [76]. - The Company received a loan of $1 million at an interest rate of 10% per annum, maturing on December 31, 2024, with 100,000 restricted shares issued as part of the agreement [99]. - The loan is personally guaranteed by the Company's CEO, James Ballengee, who is not a related party to the lender [99]. - Contractual obligations for finance lease liabilities totaled $1,789,473 as of March 31, 2024, with operating lease obligations amounting to $3,760,107 [137]. Merger and Corporate Structure - The merger agreement with Empire Energy Acquisition Corp. involves the exchange of 67,200,000 shares of the parent company's common stock, valued at $67,200,000 [79]. - Empire is required to maintain a minimum of $2,500,000 in unrestricted net cash at the closing of the merger [81]. - The board of directors will consist of seven members post-merger, including three chosen by Empire and two by the parent company [84]. - The Merger Agreement includes indemnification provisions with a Parent Cap of $500,000 and a threshold of $250,000 for claims [89]. - The Parent's obligations to consummate the transactions are contingent upon various conditions, including the accuracy of representations and warranties [88]. - A lock-up agreement will be executed by Empire Stockholders representing at least 65% of the issued shares, restricting their shares for 12 months post-Closing [95]. - The Escrow Agreement will hold 5,040,000 shares as security for the Parent's obligations, effective on the Closing Date and terminating 12 months thereafter [97]. Operational Highlights - The company operates crude oil gathering, storage, and transportation facilities, with one facility selling up to 60,000 barrels of crude oil per month [72]. - The company focuses on soil remediation services, particularly in Kuwait and Houston, Texas, utilizing patented processes to recover hydrocarbons [73]. - The company has a 120,000 barrel crude oil storage tank connected to the Lotus pipeline system, with plans to connect to major pipeline systems [72]. - Capitalized interest on construction in process was $318,447 in Q1 2024, with anticipated further construction costs of approximately $1.5 million for new facilities [135]. Risks and Uncertainties - The company emphasizes that forward-looking statements are subject to risks and uncertainties, and actual results may differ significantly from expectations [68][69]. - The company faces potential adverse effects on capital access due to market conditions and lender perceptions, which may impact growth strategies [136].

Financial Performance - For the fiscal year ended December 31, 2023, the company realized gross profit of $5,020,964, an increase of $2,153,703 or 75.11% compared to $2,867,261 in 2022[98]. - The company's gross margin is influenced by market prices of oil products, production volume, and capital raising capabilities[99]. - Operating expenses primarily consist of marketing, general and administrative expenses, bad debt expense, impairment loss, and amortization and depreciation expense[100]. Stock Information - As of April 4, 2024, the company had 27,710,253 shares of common stock outstanding[111]. - The aggregate market value of the 10,699,214 voting common stock held by non-affiliates was $12,090,112 based on a closing price of $1.13 per share as of June 30, 2023[110]. - The company has 200,000,000 shares of common stock and 15,000,000 shares of preferred stock authorized as of November 2023[120]. Business Operations - The company's soil remediation services focus on extracting hydrocarbons from contaminated properties, potentially producing asphaltic cement and other petroleum-based products[94]. - The company’s patented process for soil remediation is a key aspect of its operational strategy in the oil and gas industry[94]. Company Classification and Future Outlook - The company is classified as a smaller reporting company and an emerging growth company[109]. - The company’s future performance may be affected by competition, economic conditions, and the ability to attract key employees[119].

Revenue Performance - For the three months ended September 30, 2023, the company reported revenues of $16,313,406, an increase of $4,547,431 or 38.65% compared to the same period in 2022[112]. - For the nine months ended September 30, 2023, revenues reached $45,448,916, representing an increase of $33,682,941 or 286.27% year-over-year[112]. Cost and Profit Analysis - The cost of revenue for the nine months ended September 30, 2023 was $41,174,082, an increase of $30,620,707 or 290.15% compared to the same period in 2022[115]. - Gross profit for the three months ended September 30, 2023 was $1,546,912, an increase of $334,312 or 27.57% from the previous year[116]. Operating Expenses - Operating expenses for the three months ended September 30, 2023 decreased by $1,251,500 or 35.32%, totaling $2,292,026[117]. - The company experienced a decrease in employee stock option expenses of $925,139 or 42.33% for the nine months ended September 30, 2023 compared to the previous year[118]. Financing and Liabilities - The company recorded a liability of $1,564,771 in accounts payable related to construction funded by Maxus for a new facility in Houston, Texas[109]. - The company issued a 15% secured promissory note for up to $1,950,000 to fund the relocation and installation of its Remediation Processing Center in Kuwait[108]. - The company has obligations to pay approximately $14.4 million in cash within one year, with $10 million satisfied through common stock issuance[127]. Cash Flow and Deficits - Net cash used in operating activities for the nine months ended September 30, 2023, was $(838,693), an improvement from $(3,452,980) in 2022[121]. - As of September 30, 2023, the accumulated deficit was approximately $62.1 million, up from $55.2 million as of December 31, 2022[122]. - Cash and cash equivalents as of September 30, 2023, were $1,199,097, down from $3,182,793 in 2022[123]. - The company has a working capital deficit of approximately $19 million as of September 30, 2023, which was partially addressed by a $10 million common stock issuance[127]. Investment Activities - Net cash used in investing activities for the nine months ended September 30, 2023, was primarily due to equipment purchases totaling $3,841,589 compared to $1,807,140 in 2022[126]. - Capitalized interest on construction in process was $735,919 for the nine months ended September 30, 2023, compared to $499,537 in 2022[128]. - The company anticipates further construction costs of approximately $1 million for its Texas remediation and wash plant facilities[128]. Interest and Market Performance - Interest expense for the three months ended September 30, 2023, increased by $832,879, or 162.60%, totaling $1,345,096 compared to $512,217 in 2022[119]. - Unrealized loss on marketable securities for the three months ended September 30, 2023, was $661,101, a decrease of $1,735,391, or 161.54%, from an unrealized gain of $1,074,290 in 2022[120]. Strategic Focus - The company is focusing its soil remediation efforts on projects in Kuwait and Houston, Texas, utilizing its patented processes[103]. - The company hired a new Vice President of Operations and Construction with an annual salary of $150,000 and additional stock compensation[110].

Revenue and Profit - For the three months ended June 30, 2023, the company reported revenues of $13,590,638, a 100% increase compared to none in the same period of 2022[116] - For the six months ended June 30, 2023, revenues reached $29,135,510, also a 100% increase compared to none in the same period of 2022[116] - Gross profit for the three months ended June 30, 2023, was $1,214,764, marking a 100% increase compared to none in the same period of 2022[119] - For the six months ended June 30, 2023, gross profit totaled $2,727,922, also a 100% increase compared to none in the same period of 2022[119] Cost of Revenue - The cost of revenue for the three months ended June 30, 2023, was $12,375,874, representing a 100% increase compared to none in the same period of 2022[118] - For the six months ended June 30, 2023, the cost of revenue was $26,407,588, reflecting a 100% increase compared to none in the same period of 2022[118] Operating Expenses and Cash Flow - Operating expenses for the six months ended June 30, 2023 decreased by $789,236, or 14.40%, compared to the same period in 2022, totaling $4,690,728[120] - Net cash used in operating activities for the six months ended June 30, 2023 was $1,296,778, an improvement from $2,808,793 in 2022[124] - Cash and cash equivalents as of June 30, 2023 were $2,637,971, down from $3,182,793 as of December 31, 2022[126] Debt and Financial Obligations - Interest expense for the six months ended June 30, 2023 increased by $2,354,211, or 2,048.10%, totaling $2,469,157, primarily due to $28,664,284 in notes payable from newly acquired entities[122] - The company has obligations to pay approximately $15.4 million in cash within one year, with $13.2 million potentially satisfied through common stock issuance[131] Investments and Future Plans - The company is focusing on soil remediation services, particularly in Kuwait and Houston, Texas[101] - A secured promissory note of up to $1,950,000 was issued to DIC for relocating and installing a Remediation Processing Center in Kuwait[106] - The company plans to connect a 120,000 barrel crude oil storage tank to major pipeline systems to enhance operations[100] - A new facility in Houston, Texas, is expected to be financed with approximately $2.2 million from Maxus Capital Group for build-out[111] - Capitalized interest on construction in process was $589,775 for the six months ended June 30, 2023, with anticipated further construction costs of approximately $1 million for wash plant facilities[132] Management and Compensation - The company has entered into new compensation agreements for management, with the current CEO's salary increasing from $375,000 to $1,000,000 annually, payable in common stock[121] Marketable Securities and Deficits - Unrealized loss on marketable securities for the six months ended June 30, 2023 decreased by $82,638, or 20.00%, totaling $330,551[123] - As of June 30, 2023, the accumulated deficit was approximately $59.5 million, with a working capital deficit of approximately $8.3 million[125] - The company received proceeds of $3,984,667 from the issuance of notes and other loans for the six months ended June 30, 2023[130]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-41286 VIVAKOR, INC. (Exact name of registrant as specified in its charter) | Nevada | 26-2178141 | | --- | --- | | (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41286 VIVAKOR, INC. (Exact name of registrant as specified in its charter) | Nevada | 26-2178141 | | --- | --- | | (State ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-41286 VIVAKOR, INC. (Exact name of registrant as specified in its charter) Nevada 26-2178141 (St ...

or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-41286 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 VIVAKOR, INC. (Exact name of registrant as specified in its charter) (State or other Jurisdicti ...

Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the Quarterly Period Ended March 31, 2022 or For the Transition Period from _________ to _________ Commission file number: 000-41286 VIVAKOR, INC. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Nevada 26-2178141 (State ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 For the transition period from _________ to __________ Commission File Number: 001-41286 VIVAKOR, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction o ...