Financial Analysis

Note 4. Business Combination and Divestiture of Wholly Owned Subsidiaries On October 1, 2024, we acquired all of the issued and outstanding membership interests in Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the Endeavor Entities), making those entities wholly-owned subsidiaries. The purchase price is $ 116.3 million (the Purchase Price), after post-closing adjustments, including assumed debt and an earn-out adjustment, payable in a combination of our common stock, $0.001 par value per share (Common Stock) and shares of our Series A Preferred Stock $0.001 par value per share (Preferred Stock). The Preferred Stock has the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1) per share of Common Stock. The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder. The sel …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 13. Commitments and Contingencies Finance Leases The Company has finance lease arrangements with Maxus Capital Group, LLC (Maxus) related to storage, terminaling, and transportation equipment acquired in prior business combinations. These leases generally require fixed monthly payments over terms ranging from four to five years and include options to purchase the underlying assets at the end of the lease term. Certain of the Companys finance lease agreements require monthly cash reserve payments in addition to base lease payments, which may be applied in the event of default and are refundable at the end of the lease term. The leases are secured by the underlying assets and, in certain cases, by accounts receivable. In addition, the Company has entered into arrangements with Maxus to finance the construction and sale-leaseback of certain assets, including a wash plant facility and pipeline equipment, for which final lease terms are determined upon commencement. During 2025, the Company entered into a forbearance agreement with Maxus related to certain financing and lease arrangements. The agreement acknowledged existing events of noncompliance and provided for revised payment terms, including an annual interest rate of 12%, under which Maxus agreed to forbear from exercising its remedies so long as the Company complied with the modified terms. In connection with the agreement, the Company paid a forbearance fee of $ 250,000 and issued restricted shares of common stock va …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 8. Intangible Assets and Goodwill The following table sets forth the components of the Companys intangible assets at December 31, 2025 and 2024: Schedule of intangible assets December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Extraction Technology Patents 16,385,157 (8,943,565 ) 7,441,592 16,385,157 (8,124,307 ) 8,260,850 Extraction Technology Patents 113,430 (32,250 ) 81,180 113,430 (25,577 ) 87,853 Total Intangible Assets $ 16,498,587 $ (8,975,815 ) $ 7,522,772 $ 16,498,587 $ (8,149,884 ) $ 8,348,703 The following table sets forth the components of the Companys customer relationships at December 31, 2025 and 2024: Schedule of customer relationships December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Oil Storage Agreement $ 7,387,054 $ (2,680,259 ) $ 4,706,795 $ 7,387,054 $ (1,895,793 ) $ 5,491,261 Crude Petroleum Supply Agreement 9,401,706 (3,411,234 ) 5,990,472 9,401,706 (2,412,823 ) 6,988,883 Customer Relationships 31,304,400 (3,817,610 ) 27,486,790 31,304,400 (763,522 ) 30,540,878 Total Customer Relationships $ 48,093,160 $ (9,909,103 ) $ 38,184,057 $ 48,093,160 $ (5,072,138 ) $ 43,021,022 Amortization expense was $ 5,662,895 and $ 2,438,382 for the years ended December 31, 2025 and 2024 respectively. The table that follows summarizes estimated amortiza …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 17. Income Tax Provision for income taxes is as follows: Schedule of components of income tax December 31, 2025 2024 Current : State $ 271,385 $ 60,810 Total current 271,385 60,810 Deferred : Federal (133,337 ) 73,897 State (21,045 ) (7,838 ) Total Deferred (154,382 ) 66,059 Net provision $ 117,003 $ 126,869 The differences between the expected income tax provision based on the statutory Federal United States income tax rates and the Companys effective tax rates are summarized below: Schedule reconciliation of income tax December 31, 2025 Tax Computed At The Federal Statutory Rate $ (23,524,962 ) 21.00 % State Tax, Net Of Fed Tax Benefit 201,325 -0.18 % Nondeductible Expenses 6,138,443 -5.48 % Valuation Allowance 17,119,044 -23.56 % Other/Prior Year True-Up 183,153 0.29 % Provision from income taxes $ 117,003 -0.57 % [1] State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category. December 31, 2024 Tax Computed At The Federal Statutory Rate $ (4,634,170 ) 21.00 % State Tax, Net Of Fed Tax Benefit (352,031 ) 1.60 % Nondeductible Expenses 412,439 -1.87 % Flowthrough Entity not Subject to Tax 870,990 -3.95 % Foreign Corporation - Minority Interest 590 0.00 % Non-controlling Interest (827,332 ) 3.75 % Valuation Allowance 5,199,892 -23.56 % Stock compensation (488,445 ) 2.21 % Rate Change 8,363 -0.04 % Other/Prior Year True-Up (63,427 ) 0.29 % Provision from income taxes $ 126,869 -0.57 % Significant components of the Companys deferred tax …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act, or the JOBS Act, we meet the definition of an emerging growth company. We have irrevocably elected to opt-out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires that a public entity disclose specific categories in its annual income tax rate reconciliation table and provide additional qualitative information for reconciling items representing at least 5% of pre-tax income or loss from continuing operations, using the federal statutory tax rate. The standard also requires an annual breakdown of income taxes paid by jurisdiction (i.e., federal, state, and foreign), with further disaggregation by jurisdictions representing at least 5% of total income taxes paid. State taxes in Texas represent the majority of the Companys state tax exposure, comprising greater than 50% of the total state tax effect. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and is applied on a prospective basis. The Company adopted this guidan …

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Note 18. Related Party Transactions In 2023, the Company subleased office space to Spectra Global Cuisine, LLC (Spectra), an entity that shares officers with WealthSpace, LLC. For the year ended December 31, 2024, the Company recognized $ 115,000 in sublease revenue and had accounts receivable of $ 137,000 related to this arrangement. During the year ended December 31, 2025, the sublease arrangement was terminated and the Company recorded a write-off of the related accounts receivable. No balance remained outstanding as of December 31, 2025. During August 2022 the Company entered into secured promissory notes with Jorgan Development, LLC (Jorgan) and JBAH Holdings, LLC (JBAH), which are entities beneficially owned by James Ballengee, the Companys Chief Executive Officer (CEO). The promissory notes, which bear interest at prime plus 3% (10% at December 31, 2025), were amended in 2025 to reduce the required monthly payments from 99% to 50% of Monthly Free Cash Flow, as defined in the agreement. As of December 31, 2025 and 2024, the aggregate outstanding principal balance of the notes issued to Jorgan was $ 1,137,563 and $ 18,109,503 , respectively. The Company is party to an Oil Storage Agreement with White Claw Crude, LLC (WC Crude), an entity that shares a common beneficiary, the Companys CEO, with Jorgan and JBAH. Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store crude oil and other liquid hydrocarbons at a crude o …

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Note 16. Segments As previously disclosed in our periodic filings with the SEC, the Company historically reported two business segments: crude oil transportation and facility services for terminaling and storage. In August 2024, the Company launched supply and trading activities, and beginning with the third quarter of 2025, management determined that these activities meet the criteria for a reportable operating segment under ASC 280. As a result, the Company now reports three reportable operating segments: transportation and logistics services, terminaling and storage services, and supply and trading. The Companys chief operating decision maker (CODM) is its Chief Executive Officer. The CODM evaluates operating performance and allocates resources using segment gross profit, which is determined on the same basis as consolidated gross profit presented in the Companys condensed consolidated statements of operations. The CODM does not review segment asset information in assessing performance or allocating resources; therefore, segment assets are not presented. In prior periods, the Company presented segment results through net income (loss); however, beginning in 2025, the CODM evaluates segment performance based on gross profit. Accordingly, segment disclosures have been revised to reflect the current measure of segment performance. Beginning in the third quarter of 2025, the Company no longer reports Corporate and Other as a separate category, as these activities do not consti …

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Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and Securities and Exchange Commission (SEC) regulations. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All figures are in U.S. dollars unless indicated otherwise. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company also evaluates its relationships with entities to determine whether they qualify as variable interest entities (VIEs) under Accounting Standards Codification (ASC) 810, Consolidation. A VIE is an entity that either lacks sufficient equity to finance its activities without additional financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company consolidates a VIE when it is determined to be the primary beneficiary, which occurs when the Company has both (i) the power to direct the activities that most significantly impact the entitys economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. The Company continuously reassesses whether it is the primary beneficiary …

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Note 14. Stockholders Equity Series A Preferred Stock The Series A Preferred Stock has a stated value of $ 1,000 per share and is convertible into shares of the Companys common stock at a conversion price of $ 1.00 per share, subject to customary anti-dilution adjustments. The Company has the right to convert the Preferred Stock at any time. On November 26, 2025, the Company filed an Amended and Restated Certificate of Designation for its Series A Preferred Stock to add voting rights to the rights and preferences of the Series A Preferred Stock. As a result of the amendment, the holders of the Series A Preferred have votes equal to the stated value per share on any matters properly presented to the Companys shareholders. The Series A Preferred Stock carries a cumulative dividend of 6% per annum, payable quarterly in shares of common stock, subject to beneficial ownership limitations. Any unpaid dividends accrue until such time as they may be issued. The Series A Preferred Stock has a liquidation preference over common stock and any other junior securities. The Company has the right, but not the obligation, to redeem the Series A Preferred Stock. On October 1, 2024, the Company acquired the Endeavor Entities for total consideration of approximately $ 116.3 million, payable in a combination of common stock and Series A Preferred Stock. In connection with this transaction, the Company issued 33,621 shares of common stock and 107,789 shares of Series A Preferred Stock to the sell …

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Note 19. Subsequent Events The Company has evaluated subsequent events through the date the financial statements were available to issue. As previously reported, on October 31, 2024, the Company, as the borrower, and certain of its subsidiaries, being Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation, Vivaventures Energy Group, Inc., and Silver Fuels Processing, LLC, as guarantors (collectively, the Guarantors or Subsidiaries, as context requires), Cedarview Opportunities Master Fund LP, as the lender (the Lender or Cedarview); and Cedarview Capital Management, LLC, as the agent (the Agent), entered into a Loan and Security Agreement (the Loan Agreement). Pursuant to the Loan Agreement, the Company issued a secured promissory note (the Note) in the principal amount of $3,670,161, and the Lenders agreed to provide such term loan to the Company (the Term Loan) with maturity on October 31, 2025. On November 5 and 6, 2024 (the Closing Date), the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company, as borrower thereunder, certain of its Subsidiaries, as guarantors thereunder, and Lender and Agent. On April 9, 2025, a Side …

SubsequentEventsTextBlock · excerpt; the full note is in the filing