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United States securities and exchange commission logo





                               November 1, 2021

       Matthew Nicosia
       Chief Executive Officer
       Vivakor, Inc.
       433 Lawndale Drive
       South Salt Lake City, UT 84115

                                                        Re: Vivakor, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed October 5,
2021
                                                            File No. 333-260075

       Dear Mr. Nicosia:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   We note that your
common stock is presently quoted on the OTC Pink and that you
                                                        disclose on your
prospectus cover page and on page 25 that the selling stockholders intend
                                                        to offer their shares
at prevailing market prices at the time of sale, at varying prices or at
                                                        negotiated prices.
Please note that the OTC Pink marketplace is not considered an
                                                        established market into
which selling stockholders may offer and sell their shares of
                                                        common stock at other
than a fixed price. Accordingly, please revise your cover page
                                                        disclosure, and make
corresponding changes elsewhere in the prospectus, to disclose a
                                                        fixed price at which
the selling stockholders will offer and sell their shares until your
                                                        shares are listed on a
national securities exchange or quoted on the OTC Bulletin Board,
                                                        OTCQX, or OTCQB, at
which time they may be sold at prevailing market prices or in
 Matthew Nicosia
FirstName  LastNameMatthew Nicosia
Vivakor, Inc.
Comapany 1,
November   NameVivakor,
              2021        Inc.
November
Page 2     1, 2021 Page 2
FirstName LastName
         privately negotiated transactions. Refer to Item 501(b)(3) of
Regulation S-K.
Prospectus Summary, page 1

2.       Please revise to clarify your disclosure that you expect to deploy two
additional RPCs to
         Vernal, Utah with the proceeds from this offering, given that you will
not receive any of
         the proceeds from the sale of the shares of common stock by selling
stockholders.
Risk Factors
We may have difficulty raising additional capital, which could deprive us of
necessary resources,
and you may experience dilution..., page 12

3.       Please disclose the number of shares of your common stock that are
issuable upon
         conversion or exchange of outstanding securities, and describe the
risk of dilution with
         respect to such potential issuances.
Executive Compensation, page 52

4.       We note you disclose that you intend to adopt a new equity incentive
plan prior to this
         offering that will authorize the issuance of 60,000,000 shares of
common stock. Please
         file such equity incentive plan as an exhibit to your registration
statement.
Description of Securities, page 60

5.       Please expand your disclosure to describe the instances in which your
Series A preferred
         stock may convert to common stock and whether the Series A preferred
stock will convert
         to common stock in connection with this offering. In that regard we
note you disclose on
         page 56 that your Series A preferred stock will convert into 25,000
shares of common
         stock in the event of a qualified offering and you disclose on page
F-13 that such shares
         will convert to 25,000,000 shares of common stock in the event of a
public offering.
Exhibits

6.       We note counsel's statement in Exhibit 5.1 that they have relied as to
certain matters on
         information obtained from officers of the company and other sources
believed to be
         responsible Please have counsel identify the officers or sources and
material matters upon
         which counsel relied.
7.       Please file your license agreement with TBT Group, Inc. and temporary
access license
         agreement with Tar Sands Holdings II, LLC or tell us why you believe
you are not
         required to do so. Refer to Item 601(b)(10) of Regulation S-K.
General

8.       We note that Matt Nicosia, your Chief Executive Officer and Director,
owns 100% of
         your Series A Preferred Stock and that each share of Series A
Preferred Stock is entitled
         to 25 votes per share. Please disclose on your prospectus cover page
and in your
 Matthew Nicosia
Vivakor, Inc.
November 1, 2021
Page 3
       prospectus summary the voting power controlled by Mr. Nicosia and
include a risk factor
       discussing the percentage of voting control held by Mr. Nicosia and your
executive
       officers.
9.     We note that Article IX of your Amended and Restated Articles of
Incorporation identifies
       the District Courts of the State of Nevada as the exclusive forum for
certain litigation,
       including any    derivative action.    Please revise to disclose this
provision in your
       prospectus, and clarify whether this refers to state courts. In
addition, disclose whether
       this provision applies to actions arising under the Securities Act or
Exchange Act. In that
       regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
       over all suits brought to enforce any duty or liability created by the
Exchange Act or the
       rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
       jurisdiction for federal and state courts over all suits brought to
enforce any duty or
       liability created by the Securities Act or the rules and regulations
thereunder. If the
       provision applies to Securities Act claims, please also revise your
prospectus to state that
       there is uncertainty as to whether a court would enforce such provision
and that investors
       cannot waive compliance with the federal securities laws and the rules
and regulations
       thereunder, and to add related risk factor disclosure. If this provision
does not apply to
       actions arising under the Securities Act or Exchange Act, please also
ensure that the
       exclusive forum provision in the governing documents states this
clearly. .
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Raj
Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the
financial
statements and related matters. Please contact Karina Dorin, Staff Attorney, at
(202) 551-3763 or
Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.



                                                             Sincerely,
FirstName LastNameMatthew Nicosia
                                                             Division of
Corporation Finance
Comapany NameVivakor, Inc.
                                                             Office of Energy &
Transportation
November 1, 2021 Page 3
cc:       Scott Linksy
FirstName LastName
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