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                             June 21, 2023

       James Ballengee
       Chief Executive Officer
       Vivakor, Inc.
       4101 North Thanksgiving Way
       Lehi, UT 84043

                                                        Re: Vivakor, Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed May 31, 2023
                                                            File No. 001-41286

       Dear James Ballengee:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed May 31, 2023

       Proposal 1. Approval of Acquisition Stock Issuance
       Consequences of Not Approving the Share Issuance Proposal, page 8

   1.                                                   We note your disclosure
indicating that if stockholders do not approve this proposal,
                                                        you "will have to pay
the principal amount of the Notes, together with all accrued interest
                                                        due thereon, on a
monthly basis in an amount equal to the Monthly Free Cash Flow (as
                                                        defined in the Notes)
beginning September 20, 2022 and continuing thereafter on each
                                                        successive payment
date." Please expand your disclosure to define Monthly Free Cash
                                                        Flow and provide
quantitative information regarding the principal amount and interest
                                                        accrued since September
20, 2022 and due to date. In addition, disclose the consequences
                                                        if the stockholders do
not approve this proposal and you are unable to meet the payment
                                                        obligations that are
due pursuant to the Membership Interest Purchase Agreement.
 James Ballengee
FirstName  LastNameJames Ballengee
Vivakor, Inc.
Comapany
June       NameVivakor, Inc.
     21, 2023
June 21,
Page 2 2023 Page 2
FirstName LastName
General

2.       We note that Proposal 1 is a solicitation of your stockholders for the
issuance of shares
         upon the conversion of promissory notes issued pursuant to the
Membership Interest
         Purchase Agreement, as amended, with Jorgan Development, LLC in
connection with the
         acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City,
LLC. Given that
         this proposal involves a solicitation of stockholders for the purpose
of approving the
         issuance of additional securities in connection with the acquisition
of the above specified
         companies, and your stockholders will not have a separate opportunity
to vote upon the
         transaction, pursuant to Note A of Schedule 14A, your disclosure
should include all
         information required by Items 13 and 14 of Schedule 14A.
3.       Please expand your disclosure to describe all material terms of the
Acquisition
         Agreement, as amended, including provisions related to the filing of a
registration
         statement for the Note Payment Shares and the potential consequences
to the company if
         such registration statement is not declared effective by the
Commission.
4.       We note that you have not filed your Form 10-Q for the quarter ended
March 31, 2023 nor
         have you filed a notification of inability to timely file your
periodic report pursuant to
         Exchange Act Rule 12b-25. Please comply with your reporting obligation
under Rule
         13a-13 of Regulation 13A.
        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.

       Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.




                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Energy
& Transportation
cc:      Scott E. Linsky