x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
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26-2178141
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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Page
Number
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PART
I. FINANCIAL INFORMATION
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Item
1.
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Financial
Statements and Notes (Unaudited)
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Condensed
Consolidated Balance Sheets — September 30, 2009 and December 31,
2008
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3
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Condensed
Consolidated Statements of Operations — Three and nine months
ended September 30, 2009 and 2008
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4
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Condensed
Consolidated Statements of Cash Flows — Nine months ended September 30,
2009 and 2008
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5
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Notes
to Condensed Consolidated Financial Statements
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6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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12
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risks
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20
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Item 4T.
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Controls
and Procedures
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20
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PART
II. OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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21
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Item
2.
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Unregistered
Sale of Equity Securities and Use of Proceeds
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21
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Item
3.
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Defaults
Upon Senior Securities
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21
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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21
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Item
5.
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Other
Information
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21
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Item
6.
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Exhibits
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21
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SIGNATURES
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22
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September
30, 2009
(Unaudited)
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December
31, 2008
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|||||||
Assets
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||||||||
Current
assets
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||||||||
Cash
and cash equivalents
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$
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69,299
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$
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145,669
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||||
Accounts
receivable
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5,084
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-
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||||||
Inventory
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3,099
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-
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||||||
Prepaid
expenses
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10,145
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-
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||||||
Total
current assets
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87,627
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145,669
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||||||
Deferred
offering costs
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-
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111,316
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||||||
Deposit
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3,700
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3,700
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||||||
Property
and equipment, net
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92,049
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112,578
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||||||
Patents,
net
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3,029,582
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3,586,036
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||||||
$
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3,212,958
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$
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3,959,299
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|||||
Liabilities
and Stockholders' Equity
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||||||||
Current
liabilities
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||||||||
Accounts
payable
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$
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182,537
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$
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136,920
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||||
Accrued
wages and benefits
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731,307
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298,496
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||||||
Loans
and advances from related parties
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343,856
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343,331
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||||||
Grant
payable
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157,099
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150,222
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||||||
Note
payable
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500,000
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1,481,648
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||||||
Total
current liabilities
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1,914,799
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2,410,617
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||||||
Deferred
income taxes
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1,060,353
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1,255,112
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||||||
Total
liabilities
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2,975,152
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3,665,729
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||||||
Stockholders'
equity :
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||||||||
Preferred
stock, $.001 par value; 10,000,000 shares authorized;
none issued and outstanding
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-
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-
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||||||
Common
stock, $.001 par value; 242,500,000 shares authorized; 61,593,629 shares
in 2009 and 50,225,877 shares in 2008, issued and
outstanding (5,733,000 held in escrow in 2009)
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61,594
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50,226
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||||||
Additional
paid-in capital
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3,863,981
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1,195,325
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||||||
Notes
receivable
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(1,323,828
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)
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-
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|||||
Retained
deficit
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(2,445,946
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)
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(1,048,960
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)
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||||
Total
Vivakor, Inc. stockholders' equity
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155,801
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196,591
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||||||
Noncontrolling
interest
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82,005
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96,979
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||||||
Total
stockholders' equity
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237,806
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293,570
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||||||
$
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3,212,958
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$
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3,959,299
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Three
months ended
September 30,
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Nine
months ended
September 30,
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||||||||||||||
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2009
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2008
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2009
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2008
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Revenues:
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Research services
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$
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-
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$
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49,700
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$
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-
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$
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194,700
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|||||||
Product
sales
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10,148
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-
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30,435
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-
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|||||||||||
Grants
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38,212
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-
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112,912
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-
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|||||||||||
Total
revenues
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48,360
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49,700
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143,347
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194,700
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Operating
expenses:
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|||||||||||||||
Cost
of revenues
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8,657
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47,572
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24,148
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122,321
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|||||||||||
Research
and development
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288,267
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108,381
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870,838
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196,056
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Sales
and marketing
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55,542
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-
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56,033
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-
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||||||||||||
General
and administrative
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332,076
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94,908
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623,509
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165,197
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|||||||||||
Total
operating expenses
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684,542
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250,861
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1,574,528
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483,574
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Loss
from operations
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(636,182
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)
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(201,161
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)
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(1,431,181
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)
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(288,874
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)
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|||||||
Abandoned
offering costs
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-
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-
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111,316
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-
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||||||||||||
Interest
expense, net
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24,981
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3,122
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64,222
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3,122
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Loss
before income tax
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(661,163
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)
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(204,283
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)
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(1,606,719
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)
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(291,996
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)
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||||||||
Benefit
for income taxes
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(64,920
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)
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-
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(194,759
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)
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-
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Net
loss
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(596,243
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)
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(204,283
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)
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(1,411,960
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)
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(291,996
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)
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||||||||
Less:
Net loss attributable to the noncontrolling interest
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(4,992
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)
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-
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(14,974
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)
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-
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||||||||||
Net
loss attributable to Vivakor, Inc.
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$
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(591,251
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)
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$
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(204,283
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)
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$
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(1,396,986
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)
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$
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(291,996
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)
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Net
loss per share:
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|||||||||||||||
Basic
and diluted
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$
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(0.01
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)
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$
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(0.00
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)
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$
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(0.03
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)
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$
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(0.01
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)
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Weighted
average shares - Basic and diluted
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53,957,937
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45,253,950
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51,700,163
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45,066,903
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Vivakor,
Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
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||||||||
Nine
months ended
September
30,
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||||||||
2009
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2008
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|||||||
Operating Activities
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||||||||
Net
loss
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$
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(1,411,960
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)
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$
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(291,996
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)
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Depreciation
and amortization
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576,983
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7,760
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||||||
Write-off
of previously capitalized deferred offering costs
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111,316
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-
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||||||
Services
received as payment on notes receivable
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22,500
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-
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||||||
Common
shares issued for services received
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57,500
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-
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||||||
Stock
option compensation expense
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126,801
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95
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||||||
Interest
added to notes payable
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69,185
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3,122
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||||||
Interest
added to notes receivable
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(5,238
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)
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-
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|||||
Deferred
income taxes
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(194,759
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)
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-
|
|||||
Adjustments
to reconcile net loss to net cash used in
operating activities:
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||||||||
Changes
in operating assets and liabilities:
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||||||||
Accounts
receivable
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(5,084
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)
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-
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|||||
Inventory
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(3,099
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)
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-
|
|||||
Prepaid
expenses
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(10,145
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)
|
-
|
|||||
Accounts
payable
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45,617
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13,557
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||||||
Accrued
wages
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432,811
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184,793
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||||||
Loans
and advances from related parties
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40,232
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112,555
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|||||
Net
cash provided by (used in) operating activities
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(147,340
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)
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29,886
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Investing activities
|
||||||||
Long-term
deposit
|
-
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(3,700)
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||||||
Deposit
on HealthAmerica acquisition
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-
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(25,000)
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||||||
Purchases
of furniture and equipment
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-
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(39,731)
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||||||
Net
cash used in investing activities
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-
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(68,431
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)
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|||||
Financing activities
|
||||||||
Payments
on note payable
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(18,000
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)
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-
|
|||||
Proceeds
from sale of common stock
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149,575
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49,945
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||||||
Payments
of offering costs
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(61,360
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)
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(5,000
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)
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Payments
from notes receivable
|
755
|
-
|
||||||
Net
cash provided by financing activities
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70,970
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44,945
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||||||
Net
change in cash and cash equivalents
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(76,370
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)
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6,400
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|||||
Cash
and cash equivalents- beginning of period
|
145,669
|
-
|
||||||
Cash
and cash equivalents- end of period
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$
|
69,299
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$
|
6,400
|
||||
Noncash
transactions:
|
||||||||
Issuance
of common shares for reduction of advances payable
|
$
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50,000
|
$
|
-
|
||||
Issuance
of common shares in exchange for notes receivable
|
$
|
1,341,845
|
$
|
-
|
||||
Issuance
of common shares for reduction of note payable balance
|
$
|
1,015,663
|
$
|
-
|
||||
Issuance
of common shares to founder as payment of amount due
|
$
|
-
|
$
|
18,500
|
||||
Note
issued to shareholder for purchase of furniture and
equipment
|
$
|
-
|
$
|
87,450
|
September
30,
2009
|
December
31,
2008
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|||||||
Advances
payable to officer
|
$ | - | $ | 20,648 | ||||
Advances
payable to stockholders
|
239,757 | 228,877 | ||||||
Note
payable to stockholder
|
104,099 | 93,806 | ||||||
$ | 343,856 | $ | 343,331 |
●
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VivaSight:
a digital photorefractor that is intended to modernize child vision
screening. Approval has been granted from Western Institutional
Review Board (20080731) to conduct human validation studies of our
VivaSight technology on children. This study is currently being
conducted at The University of Iowa Hospitals and
Clinics.
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●
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Clinical
Biomolecular Sensor (CBS): a label free multiplexed approach for use in
the detection and diagnosis of complex human conditions (cancer,
infectious diseases, cardiovascular disease, metabolic disorders, auto
immune and inflammatory diseases)
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●
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Multi-spectral
Imaging: devices to examine burn degree and cutaneous
melanoma and
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●
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Spectroscopic
devices: to track wound healing and ear
infection.
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●
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stem
cell specific improved cryovials;
|
●
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cryogenic
devices for temperature maintenance and sample
transport);
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●
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a
cryogenic biopsy device (Cryopsy);
and
|
●
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improved
modular cryogenic freezer designs.
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●
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fruit
and vegetable extract for the protection of digestive
system
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●
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fresh
fruit and vegetable extract for antioxidant supplements;
and
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●
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jam
and jelly formula to contain both antioxidant supplements as well as bone
& cartilage supplements for healthy
joints
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PRODUCT
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R&D
PHASE
|
DESCRIPTION
|
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VivaThermic
Vials
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Phase
III
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Centrifugable
and autoclavable vials for cryopreservation
|
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CryoKeeper/Carrier
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Phase
II
|
Device
for the storage & transport of specimens at cryogenic
temperatures
|
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Vivaplate
|
Phase
I
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Composite
multi-well microplate for rapid temperature response
|
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VivaCycler
|
Phase
I
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Individually
controlled high throughput heating and cooling device
|
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VivaSight
|
Phase
II
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Digital
PhotoRefractor for children's vision screening
|
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VivAuris
|
Phase
II
|
Device
for middle ear redness detection
|
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VivaGlobin
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Phase
II
|
Device
for anemia and Cutaneous hemoglobin detection
|
||
VivaBlend
|
Phase
III
|
Fresh
fruits & vegetables extract for antioxidant
supplements
|
||
RejuviJam
|
Phase
II
|
Jam
& Jelly with antioxidants and bone & cartilage
supplements
|
||
VivaGastroProtect
|
Phase
I
|
Fruits
and vegetables extract for the protection of digestive
system
|
||
VivaCrop
|
Phase
I
|
Vegetation
health monitor
|
||
Clinical
Biomolecular Sensor
|
Phase
I
|
In
vitro diagnostic device used at the point of care
|
||
SLICES
|
Phase
II
|
MRI
enhancement software
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10.1
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|
Common
Stock Purchase Agreement dated August 19, 2009 between Vivakor, Inc. and
Newport Capital Management, LLC
|
|
10.2
|
|
Common
Stock Purchase Agreement dated August 21, 2009 between Vivakor, Inc. and
IME Capital, LLC
|
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10.3
|
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Promissory
Note Receivable dated August 19, 2009 between Vivakor, Inc. and Newport
Capital Management, LLC
|
10.4
|
|
Promissory
Note Receivable dated August 21, 2009 between Vivakor, Inc. and IME
Capital, LLC
|
|
10.5
|
|
Escrow
Agreement dated as of October 1, 2009 between Christopher A. Wilson, a
licensed attorney in the State of California, Vivakor, Inc. and Newport
Capital Management, LLC
|
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10.6
|
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Escrow
Agreement dated as of October 1, 2009 between Christopher A. Wilson, a
licensed attorney in the State of California, Vivakor, Inc. and IME
Capital , LLC
|
|
10.7
|
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Promissory
Note Modification and Extension Agreement dated October 19, 2009 between
Vivakor, Inc. and Newport Capital Management, LLC
|
|
10.8
|
|
Promissory
Note Modification and Extension Agreement dated October 20, 2009 between
Vivakor, Inc. and IME Capital, LLC
|
|
31.1
|
|
Certification
by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2
|
|
Certification
by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
VIVAKOR,
INC.
|
||||||||
November
16, 2009
|
By:
|
/s/
Ed Corrente
|
||||||
Ed
Corrente
|
||||||||
Chief
Financial Officer
|
||||||||
(Chief
Accounting Officer)
|