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United States securities and exchange commission logo





                             November 18, 2021

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

                                                        Re: Vivakor, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed November 4,
2021
                                                            File No. 333-260075

       Dear Mr. Nicosia:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 1, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Risk Factors
       We may have difficulty raising additional capital, which could deprive
us of necessary resources,
       and you may experience dilution..., page 12

   1.                                                   We note your revised
disclosure here and elsewhere in response to prior comments 3 and
                                                        5 indicates that an
additional 5,000,000 shares of common stock are issuable upon
                                                        conversion or exchange
of outstanding securities in the event of a public offering or
                                                        Qualified Offering.
Please revise your disclosure to define the term Qualified Offering
                                                        and clarify whether
this offering constitutes a public offering and/or Qualified Offering.
 Matthew Nicosia
FirstName  LastNameMatthew Nicosia
Vivakor, Inc.
Comapany 18,
November   NameVivakor,
               2021       Inc.
November
Page 2     18, 2021 Page 2
FirstName LastName
Exhibits

2.       We note Exhibit 5.1 continues to state that counsel relied as to
certain matters on
         information obtained from officers of the company. Please file a
revised opinion that
         clarifies whether the information obtained from officers related only
to questions of fact or
         explain how this assumption is appropriate as it appears overly broad.
Refer to Section
         II.B.3.a of Staff Legal Bulletin No. 19.
General

3.       We note your response to prior comment 9. Please revise your
disclosure on pages 21 and
         61 to clarify, if true, that the reference in your exclusive forum
provision to    the District
         Courts of the State of Nevada    refers solely to state courts. We
note also that the
         provision identifies the District Courts of the State of Nevada as the
exclusive forum for
         certain litigation, including any    derivative action.    Please
revise the prospectus to
         clarify, if true, that the company does not intend for the exclusive
forum provision to
         apply to Exchange Act claims. 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. In addition,
         please revise to clearly disclose whether this provision applies to
actions arising under the
         Securities Act. If the provision applies to Securities Act claims,
please revise your
         prospectus to state that investors cannot waive compliance with the
federal securities laws
         and rules and regulations thereunder. 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, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.
       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,

                                                                Division of
Corporation Finance
                                                                Office of
Energy & Transportation
cc:      Scott Linksy
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