vivakor_posam-040209.htm

As filed with the Securities and Exchange Commission on April 2, 2009

Registration No. 333-155686

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIVAKOR, INC.

(Name of small business issuer in its charter)


Nevada	8371	26-2178141
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification No.)

2590 Holiday Road, Suite 100

Coralville, IA 52241

(319) 625-2172

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registered Agent Solutions, Inc.

4625 West Nevso Drive, Suite 2

Las Vegas, NV 89103

(888) 705-7274

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher A. Wilson, Esq.

Wilson, Haglund & Paulsen, P.C.

9110 Irvine Center Drive

Irvine, CA 92618

Telephone No. (949) 752-1100

Facsimile No. (949) 752-1144

cwilson@whp-law.com

Approximate date of proposed sale to the public: Completed

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. £

DEREGISTRATION OF SECURITIES

On November 25, 2008, Vivakor, Inc. (the “Company”) filed a registration statement on Form S-1 with the Securities and Exchange Commission registering 5,133,000 shares of common stock for resale by existing shareholders and 15,000,000 shares of common stock in a direct public offering. On March 3, 2009, the Company announced that it had sold 14,734,783 shares of common stock and de-registered 265,217 shares of common stock. Of the shares sold, a creditor of the Company purchased 434,783 shares in exchange for a $100,000 reduction of the Company’s existing indebtedness payable to such creditor. The Company had received subscription agreements to purchase the remaining 14,300,000 shares, but had not received the purchase price for such shares. As of April 2, 2009, the Company has still not received the purchase price for the shares. As a result, on April 2, 2009, the Company has cancelled and terminated each of the subscription agreements, with the consent of the subscribers, The Company is hereby terminating its public offering and deregistering all unsold shares, aggregating 14,300,000 shares. The Company will not offer or sell any additional shares of common stock pursuant to this registration statement.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Post Effective Amendment No. 2 to be signed on its behalf by the undersigned, in the City of Coralville, State of Iowa on April 2, 2009.

Vivakor, Inc.

By: /s/ Tannin J. Fuja

Tannin J. Fuja

President and Director

In accordance with the requirements of the Securities Act of 1933, this Post Effective Amendment was signed by the following persons in the capacities stated on April 2, 2009:

Signature	Title

/s/ Tannin J. Fuja	President and Director
Tannin J. Fuja