Attached files

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EX-23.2 - CONSENT OF TAMA BUDAJ AND RAAB, LLP FOR 2018 - Bergio International, Inc.brgo_ex232.htm
EX-23.1 - CONSENT OF PCAOB AUDITORS BF BORGERS CPA PC FOR 2019 - Bergio International, Inc.brgo_ex231.htm
EX-5.1 - CONSENT OF STOUT LAW GROUP, P.A. - Bergio International, Inc.brgo_ex51.htm

As filed with the Securities and Exchange Commission on July 22, 2020

File No. 333-__________

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

BERGIO INTERNATIONAL, INC.

 

Wyoming

3910

27-1338257

(State or jurisdiction of

Incorporation or organization)

(Primary Standard Industrial

Classification Code)

(I.R.S. Employer

Identification No.)

 

12 Daniel Road E, Fairfield, NJ 07007

(973) 227-3230

(Address, including zip code, and telephone number, including area code,

of registrant’s principle executive offices)

 

Business Filings Incorporated

108 W 13th Street

Wilmington, DE 19801

(800) 981-7183

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  [  ]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  [  ]

Accelerated filer  [  ]

Non-accelerated filer  [X]

Smaller reporting company  [X]

 

Emerging growth company  [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  [  ]


 


 

Calculation of Registration Fee

 

Title of each Class of Securities

To be Registered

Amount to

be

registered(1)

 

Proposed

maximum

Offering

price

per share

(2)(3)(4)(5)

 

Proposed

maximum

aggregate

Offering price

 

Amount of

registration

fee

Common Stock, no par value per share, to be offered by the issuer

500,000,000

 

$

0.01

 

5,000,000

 

$

649.00

 

 

 

 

 

 

 

 

 

 

Total

500,000,000

 

$

0.01

 

5,000,000

 

$

649.00

 

(1)In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended. 

 

(2)Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 of the Securities Act. 

 

(3)Offering price has been arbitrarily determined by the Board of Directors. 

 

(4)The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). 

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ii


 

PRELIMINARY PROSPECTUS

 

BERGIO INTERNATIONAL, INC.

500,000,000 Shares of Common Stock Offered by the Company

$0.01 per share

 

This is the initial public offering of our common stock, no par value per share. We are selling 500,000,000 shares of our common stock.

 

This offering will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

 

We currently expect the initial public offering price of the shares we are offering to be $0.01 per share of our common stock.

 

The Company is quoted on the OTC Pink market and there is a limited established market for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” for certain risks you should consider before purchasing any shares in this offering. This prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

 

The offering is being conducted on a self-underwritten, best efforts basis, which means our management will attempt to sell the shares being offered hereby on behalf of the Company. There is no underwriter for this offering.

 

Completion of this offering is not subject to us raising a minimum offering amount. We do not have an arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

 

Any purchaser of common stock in the offering may be the only purchaser, given the lack of a minimum offering amount.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The Company does not plan to use this offering prospectus before the effective date.

 

Proceeds to Company in Offering

 

 

Number

of

Shares

 

Offering

Price(1)

 

Underwriting

Discounts &

Commissions

 

Gross

Proceeds

Per Share

 

 

 

 

 

 

 

 25% of Offering Sold

125,000,000

 

$

0.01

 

$

0

 

$

1,250,000

 50% of Offering sold

250,000,000

 

 

0.01

 

 

0

 

 

2,500,000

 75% of Offering Sold

375,000,000

 

 

0.01

 

 

0

 

 

3,750,000

Maximum Offering sold

500,000,000

 

$

0.01

 

$

0

 

$

5,000,000

(1)Assuming an initial public offering price of $0.01 per share, as set forth on the cover page of this prospectus. 


iii


 

TABLE OF CONTENTS

 

 

SUMMARY

1

THE OFFERING

8

RISK FACTORS

9

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

15

USE OF PROCEEDS

17

DETERMINATION OF THE OFFERING PRICE

17

DILUTION

18

DILUTION TABLE

18

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

18

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

19

DIRECTORS AND EXECUTIVE OFFICERS

30

EXECUTIVE COMPENSATION.

32

PLAN OF DISTRIBUTION

37

DESCRIPTION OF CAPITAL STOCK

38

EXPERTS

39

LEGAL MATTERS

39

WHERE YOU CAN FIND MORE INFORMATION

39

INDEX TO FINANCIAL STATEMENTS

40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


iv


 

ABOUT THIS PROSPECTUS

 

In making your investment decision, you should only rely on the information contained in this prospectus. We have not authorized anyone to provide you with any other or different information. If anyone provides you with information that is different from, or inconsistent with, the information in this prospectus, you should not rely on it. We believe the information in this prospectus is materially complete and correct as of the date on the front cover. We cannot, however, guarantee that the information will remain correct after that date. For that reason, you should assume that the information in this prospectus is accurate only as of the date on the front cover and that it may not still be accurate on a later date. This document may only be used where it is legal to sell these securities. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sales of our shares of common stock.

 

You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

 

This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or other jurisdiction in which such offer or solicitation would be unlawful or where the person making the offer is not qualified to do so.

 

No action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” “BRGO” and the “Company” refer to Bergio International, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


v


SUMMARY

 

The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including “Risk Factors” the financial statements and the notes to the financial statements.

 

Organizational History

 

Company Overview

 

We were incorporated as “Alba Mineral Exploration, Inc.” on July 24, 2007, in the State of Delaware for the purpose of engaging in the exploration of mineral properties. On October 21, 2009, we entered into an exchange agreement (the “Exchange Agreement”) with Diamond Information Institute, Inc. (“Diamond Information Institute”), whereby we acquired all of the issued and outstanding common stock of Diamond Information Institute and changed the name of the company to Bergio International, Inc. On February 19, 2020, the Company changed its state of incorporation to the State of Wyoming.

 

The Bergio brand is our most important asset. The Bergio brand is associated with high-quality, handcrafted and individually designed pieces with European sensibility, Italian craftsmanship and a bold flair for the unexpected.  Bergio, is one of the most coveted brands of fine jewelry. Established in 1995, Bergio’s signature innovative design, coupled with extraordinary diamonds and precious stones, earned the company recognition as a highly sought-after purveyor of rare and exquisite treasures from around the globe. As President, CEO and Head Designer of Bergio, Berge Abajian performs a highly successful balancing act, accomplished with equal parts precision and passion. An informed and inspirational leader, Berge directs the company with the eye and soul of a designer and the mind of a businessman. The role that is perhaps closest to his heart, however, is that of designer. With family jewelry roots reaching back the 1930s, Berge is a third generation jeweler and a purist when it comes to design. Berge’s understanding of every aspect, in both design and manufacturing, creates collections that are nothing short of peerless in craftsmanship and style. Berge creates a collection, he looks well beyond the drawing board. Berge focuses on the woman who will ultimately wear his pieces, bringing to creation a magnificent piece of jewelry that reflects the beauty and vitality a woman possesses. Bergio creations are a seamless blend of classic elegance and subtle flair, adding to a woman’s charm while never overpowering her.

 

It is our intention to establish Bergio as a holding company for the purpose of establishing retails stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products.

 

It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals.

 

We also intend to sell our products on a wholesale basis to limited customers.

 

On March 5, 2014, the Company formed a wholly-owned subsidiary called Crown Luxe, Inc. in the State of Delaware (“Crown Luxe”). Crown Lux was established to operate the Company’s first retail store, which was opened in Bergen County, New Jersey in the fourth quarter of 2014.

 

During the fall of 2018, we opened our second retail store at the new Ocean Resort Casino in Atlantic City, New Jersey. We are also contemplating the opening of new stores in the future.

 

The Company has instituted various cost saving measures to conserve cash and has worked with its debtors in an attempt to negotiate the debt terms. The Company has been also investigating various strategies to increase sales and expand its business. The Company is in negotiations with some potential partners, but, at this time, there is nothing concrete, but the Company remains positive about its prospects. However, there is no assurance that the Company will be successful in its endeavors or that it will be able to increase its business.


1


Our future operations are contingent upon increasing revenues and raising capital for on-going operations and expansion of our product lines. Because we have a limited operating history, you may have difficulty evaluating our business and future prospects.

 

Principal Products and Services

 

Our products consist of a wide range of unique jewelry styles and designs made from precious metals such as gold, platinum and Karat gold, as well as other precious stones. We continuously innovate and change our designs based upon consumer trends. As a result of new designs being created we believe we are able to differentiate ourselves from our competition and strengthen our brands. We sell our products to our customers at price points that reflect the market price of the base material as well as design and processing fees.

 

We believe that we are a trendsetter in jewelry manufacturing. As a result, we come out with a variety of products throughout the year that we believe have commercial potential to meet what we feel are new trends within the industry. The “Bergio” designs consist of upscale jewelry that includes white diamonds, yellow diamonds, pearls, and colored stones, in 18K gold, platinum, and palladium. We currently design and produce approximately 100 to 150 product styles. Current retail prices for our products range from $400 to $200,000.

 

Our product range is divided into three fashion lines: (i) an 18K gold line, (ii) a bridal line, and (iii) a couture and/or one of kind pieces. Our Chief Executive Officer and director, Mr. Abajian, consults regularly with the design teams to design and create new products and product lines. Typically, new products come on line approximately every year and most recently, Bergio collections include Byzantine, Cestino, and Safari Collections, which consist of approximately 35 pieces made with pink gold and diamonds. Our offerings also include the Sistina and Rocca Collections. Depending on the timing and styling at any point in time, our products and collections would fall in one of the various categories shown below:

 

1.Whimsical. The whimsical line includes charms, crosses and other “add-on” pieces. 

 

2.Fine. The proposed middle line will consist of fashion jewelry utilizing colored stones, diamonds and pearls applied to a variety of applications such as necklaces, pendants, earrings, bracelets and rings. The metals that we intend to use for the Middle line include platinum, 18K white & yellow gold. 

 

3.Couture. The Couture line is our most luxurious line, and consists of one-of-a-kind pieces, new showcase products each year, and predominantly utilizes diamonds, platinum and other precious metals and stones of the highest grade and quality available.
 

4.Bridal. The Bridal line is our core business. We attempt to stay on the forefront of trends and designs in the bridal market with the latest in wedding sets, engagement rings and wedding bands for both men and women. 

 

5.Fashion Jewelry. The Silver Fashion Collection was introduced in 2019 ranging in price from $50 to $1,200. 

 

6.Bergio Handbags. The Bergio Handbag Collection was introduced in 2019, manufactured in Italy with top quality Italian leather ranging in price from $450 to $875, which are very competitive entry prices. 

 

Each year, we attempt to expand and/or enhance these lines, while constantly seeking to identify trends that we believe exist in the market for new styles or types of merchandise. Design and innovation are the primary focus of our manufacturing and we are less concerned with the supply and capacity of raw materials. Mr. Abajian with his contacts, which are located mostly overseas, regularly meets to discuss, conceptualize and develop Bergio’s various products and collections. When necessary, additional suppliers and design teams can be brought in as needed. Management intends to maintain a diverse line of jewelry to mitigate concentration of sales and continuously expand our market reach.


2


Competition and Market Overview

 

The jewelry design and manufacture industry is extremely competitive and has low barriers to entry. We compete with other jewelry designers and manufacturers of upscale jewelry as well as retail jewelry stores. There are over 1,500 jewelry design and manufacture companies worldwide, several of which have greater experience, brand name recognition and financial resources than Bergio, but our vision to create a one Branded stores offering variety of products gives us an advantage over other designers

 

Our management believes that the jewelry industry competes in the global marketplace and therefore must be adaptable to remain competitive. Consumer spending for discretionary goods such as jewelry is sensitive to changes in consumer confidence and ultimately consumer confidence is affected by general business considerations in the U.S. economy. Consumer discretionary spending generally declines during times of falling consumer confidence, which may affect the retail sale of our products. U.S. consumer confidence reflected these slowing conditions throughout the last few years.

 

We believe that a stronger economy, more spending by young professionals with an overall trend toward luxury products will lead to future growth. Therefore, we intend to make strong efforts to maintain our brand in the industry through our focus on the innovation and design of our products as well as being able to consolidate and increase cost efficiency when possible through acquisitions.

 

Marketing and Distribution

 

It is our intention to establish Bergio as a holding company for the purpose of establishing retails stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags manufactured in Florence Italy also this year we introduced our silver Fashion Line which completed the Brand. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products.

 

It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals and opening on line shopping gives us an extreme reach into different markets and support our retail operations.

 

We also intend to sell our products on a wholesale basis to limited customers.

 

We have spent over $3 million in branding the Bergio name through tradeshows, trade advertising, national advertising and billboard advertising since launching the line in 1995. Our products consist of a wide range of unique styles and designs made from precious metals such as, gold, platinum, and Karat gold, as well as diamonds and other precious stones. We have manufacturing control over our line of products.

 

Customers

 

During the year ended December 31, 2019, the Company had four customers, each over 5% of sales, which accounted for 32% of total sales. No other single customer accounted for over 5% or more of our annual sales.  During the year ended December 31, 2018, the Company had one customer that accounted for 6% of total sales. No other no single customer accounted for over 5% or more of our annual sales.

 

As of December 31, 2019 accounts receivable, net amounted to only $85,711 and two customers represented 84% of this balance. As of December 31, 2018 accounts receivable, net amounted to only $39,354 and three customers represented 91% of this balance

 

Sources and Availability of Raw Materials and Principal Suppliers

 

Most of the inventory and raw materials we purchase occurs through our manufacturers located in Europe. The inventory that we directly maintain is based on recent sales and revenues of our products but ultimately is at the discretion of Mr. Abajian, and his experience in the industry. Our inventories are commodities that can be incorporated into future products or can be sold on the open market. Additionally, we perform


3


physical inventory inspections on a quarterly basis to assess upcoming styling needs and consider the current pricing in metals and stones needed for our products.

 

We acquire all raw gemstones, precious metals and other raw materials used for manufacturing our products on the open market. We are not constrained in our purchasing by any contracts with any suppliers and acquire raw material based upon, among other things, availability and price on the open wholesale market.

 

Product for U.S. consumption is now produced in the U.S, and our contracted manufacturer in Italy. Our manufacturing supplier in Italy, who procures the raw materials in accordance with the specifications and designs submitted by Bergio. However, the general supply of precious metals and stones used by us can be reasonably forecast even though the prices will fluctuate. Any price differentials in the precious metals and stones will typically be passed on to the customer.

 

For the raw materials not procured by contracted manufacturers, we have approximately five suppliers that compete for our business, with our largest gold suppliers being ASD Casting Inc. Most of our precious stones are purchased from various diamond dealers. We do not have any formal agreements with any of our suppliers but have established an ongoing relationship with each of our suppliers.

 

Intellectual Property

 

Bergio is a federally registered trademarked name that we own, serial number 85276066, registered since October 25, 2011. Since the trademark of “Bergio” was registered, all advertising, marketing, trade shows and overall presentation of our product to the public has prominently displayed this trademark. As additional lines are designed and added to our products, we may trademark new names to distinguish particular products and jewelry lines.

 

Research and Development

 

There were no expenses incurred for research and development in 2020 and 2019.

 

Employees

 

As of June 25, 2020, we had one full-time employee. The reduction is due to store closures as a result of the pandemic. Our current employees are sales and marketing personnel. No personnel are covered by a collective bargaining agreement. We use the services of independent consultants and contractors from time to time when needed.

 

Environmental Regulation and Compliance

 

The United States environmental laws do not materially impact our manufacturing as we are using state of the art equipment that complies with all relevant environmental laws.

 

Approximately 5% of the Company’s manufacturing is contracted to quality suppliers in the vicinity of Valenza, Italy, with the remaining 95% of setting and finishing work being conducted in our Fairfield, New Jersey facility. The setting and finishing work done in our New Jersey facility involves the use of precision lasers, rather than using old soldering procedures which uses gas and oxygen to assemble different elements. Soap and water is used as a standard to clean the jewelry. Also, a standard polishing compound is used for the finishing work but it does not have a material impact on our cost and effect of compliance with environmental laws.

 

Government Regulation

 

Currently, we are subject to all of the government regulations that regulate businesses generally such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety, labor relations, and disadvantaged businesses. In addition, our operations are affected by federal and state laws relating to marketing practices in the retail jewelry industry. We are subject to the jurisdiction of federal, various state and other taxing authorities. From time to time, these taxing authorities review or audit our business.


4


 

Where You Can Find More Information

 

Our website address is www.bergio.com. We are currently traded on the OTC Pink market under the symbol BRGO.

 

Unresolved Staff Comments

 

None.

 

Properties

 

Currently, we lease 1730 square feet in Fairfield, NJ for our offices. The lease expired in August 31, 2010, and is being renewed on a month-to-month basis.

 

We also lease a 1,000 square foot retail store in Closter, NJ. The initial term of the lease is for five years commencing May 1, 2014. The Company has the option extend its lease for five additional years upon giving 90 days’ notice. The five-year option is available up to 20 years. Rent payments are $1,200 a month for the first two years, $1,275 for the third and fourth year, and $1,350 for the fifth year. If the Company renews its option for the second five years, the rent will begin at $1,415 and escalate to $1,665 in the fifth year. If the option is exercised for the third five-year term, rent will begin at $1,800 per month and escalate to $2,280 in the fifth year. The rent for the last five years, if the Company exercises its option, will be at the fair market value. The Company is also responsible for its proportionate share of common charges.

 

In June 2018, the Company entered into lease agreement Ocean Resort Casino at 500 Boardwalk in Atlantic City, NJ for approximately 1,000 square feet of retail space to open a retail store. The initial term is for five (5) years beginning November 18, 2018. Subject to certain conditions, the lease is renewable for two additional 5-year periods. Percentage rent payments will be based on 10% of gross sales at this location and will be paid monthly. The Company is also responsible for additional rent or common area charges (“CAM”) of approximately $1,100 monthly.

 

Additionally, we anticipate opening additional retail stores as we continue to implement our business plan throughout the United States. At the current time, our expansion plans are in the preliminary stages with no formal negotiations being conducted. Most likely no expansions will take place until additional revenues can be achieved or additional capital can be raised to help offset the costs associated with any expansion.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information known to the Company with respect to the beneficial ownership as of June 25, 2020, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company’s common stock, (ii) each director and nominee, (iii) the executive officers, and (iv) all current directors and executive officers as a group.

 

Name and Address(1)

 

Number of Shares

Beneficially Owned

 

Percentage

of Class(2)

 

 

 

 

 

Named Directors and Officers

 

 

 

 

Berge Abajian, Chairman and CEO(3)

 

17,000,007

 

65%

 

 

 

 

 

All Officers and Directors as a Group (1 person)

 

17,000,007

 

65%

 

1)Unless otherwise indicated, the address of each beneficial owner listed above is c/o Bergio International, Inc., 12 Daniel Road East, Fairfield, NJ 07007.  

2)Based on a total of 26,153,384 shares of common stock outstanding on June 25, 2020.  

3)Mr. Abajian also owns 51 shares of the Company’s Series A Preferred Stock 


5


 

Issuances under the Compensation Plan

 

The following table provides information as of December 31, 2019 regarding compensation plans under which equity securities of the Company are authorized for issuance.

 

Plan category

 

Number of

securities

to be

issued upon

exercise of

outstanding

options

 

Weighted

average

exercise

price of

outstanding

options

 

Number of

options

remaining

available for

future

issuance

under Equity

Compensation

Plans

Equity Compensation Plans approved by shareholders

 

-

 

$ 0

 

18

Equity Compensation Plans not approved by shareholders

 

-

 

0

 

-

Total

 

-

 

$ 0

 

18

 

Note: Only restricted shares of common stock were issued pursuant to this plan.

 

Changes in Control

 

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

 

Certain Relationships and Related Transactions, and Director Independence

 

The Company receives periodic advances from its principal executive officer based upon the Company’s cash flow needs. At December 31, 2019 and December 31, 2018, $383,717 and $455,541, respectively, was due to such officer, including accrued interest. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. As such, all deferred compensation in the amount of $795,571 and $204,429 of the advances was classified as a long-term liability at December 31, 2018. During the year ended December 31, 2019, the principal executive officer converted $500,000 of deferred compensation for common stock of the Company. As such, as of December 31, 2019, deferred compensation of $297,513 and $202,487 of the advances, totaling $500,000, was classified as a long-term liability. Interest expense is accrued at an average annual market rate of interest which was 4.75% and 5.25% at December 31, 2019 and December 31, 2018, respectively. Interest expense due to such officer was $52,494 and $45,392 for the years ended December 31, 2019 and 2018, respectively. Accrued interest was $202,487 and $149,993 at December 31, 2019 and 2018, respectively. No terms for repayment have been established.

 

Director Independence

 

The common stock of the Company is currently quoted on the OTC Markets, a quotation system which currently does not have director independence requirements.  On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ.

 

At this time, the Company does not have any independent directors.


6


 

Principal Accountant Fees and Services

 

The following table presents the aggregate fees for professional audit services and other services rendered by Tama, Budaj & Raab, P.C. (“TBR”), our independent registered public accountants in 2018 and the first three quarters of 2019. BF Borgers CPA PC performed the audit for the year ended December 31, 2019. Fees for the years ended December 31, 2019 and 2018 were as follows:

 

 

 

2019

 

2018

Audit Fees

 

$

29,000

 

$

25,550

Audit-Related Fees

 

 

-

 

 

-

Total Audit and Audit-Related Fees

 

 

29,000

 

 

25,550

Tax Fees

 

 

-

 

 

-

All Other Fees

 

 

-

 

 

-

 

 

 

 

 

 

 

Total

 

$

29,000

 

$

25,550

 

Audit Fees.  This category includes the audit of the Company’s consolidated financial statements, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q. It also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and services which are normally provided in connection with regulatory filings, or in an auditing engagement.

 

Audit Related Fees, tax and other fees. No other fees under these categories were paid in 2019 and 2018.

 

Quantitative And Qualitative Disclosures About Market Risk

 

Not Applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


7


 

THE OFFERING

 

Issuer:

Bergio International, Inc.

 

 

Common stock offered by us:

500,000,000 shares at $0.01 per share

 

 

Common stock outstanding before the offering:

26,153,384 shares

 

 

Common stock to be outstanding after the offering:

526,153,384 shares.

 

 

Use of proceeds:

We expect to receive net proceeds from this offering of approximately $0.01 per share assuming all the shares offered hereby are sold and after deducting estimated offering expenses payable by us.

 

We intend to use the net proceeds of the offering for working capital and other general corporate purposes. See “Use of Proceeds.”

 

 

Dividend policy:

We have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in respect of our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors.

 

 

Risk factors:

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 17 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8


 

 

RISK FACTORS

 

Risk Factors

 

Risks Related To Our Business and Industry

 

WE HAVE HAD LIMITED OPERATIONS, HAVE INCURRED LOSSES SINCE INCEPTION, HAVE LIMITED CASH TO SUSTAIN OUR OPERATIONS, AND WE NEED ADDITIONAL CAPITAL TO EXECUTE OUR BUSINESS PLAN AND RECEIVED A GOING CONCERN OPINION IN PRIOR PERIODS.

 

The Company has suffered recurring losses. As of December 31, 2019, the Company had limited cash on hand and $712,298 in convertible debentures due on December 31, 2019. At December 31, 2019, the Company also had a stockholders’ deficit of $612,716. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.

 

Management plans to achieve profitability by increasing its business through opening additional retail stores. There can be no assurance that the Company can raise the required capital to support operations or increase sales to achieve profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

A DECLINE IN DISCRETIONARY CONSUMER SPENDING MAY ADVERSELY AFFECT OUR INDUSTRY, OUR OPERATIONS, AND ULTIMATELY OUR PROFITABILITY.

 

Luxury products, such as fine jewelry, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable income may affect the jewelry industry more significantly than other industries. Many economic factors outside of our control could affect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax rates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.

 

THERE IS A RISK ASSOCIATED WITH COVID-19

 

The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease (COVID-19) which in March 2020, was been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.

 

OUR OPERATING RESULTS MAY BE ADVERSELY IMPACTED BY WORLDWIDE POLITICAL AND ECONOMIC UNCERTAINTIES AND SPECIFIC CONDITIONS IN THE MARKETS WE ADDRESS.

 

In the recent past, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about inflation, increased energy costs, decreased consumer confidence, and reduced corporate profits and capital spending, and adverse business conditions. Any continuation or worsening of the current global economic and financial conditions could materially adversely affect (i) our ability to raise, or the cost of, needed capital, (ii) demand for our current and future products and (iii) our ability to commercialize products. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the display industry.


9


THE LOSS OF THE SERVICERS OF OUR KEY EMPLOYEES, PARTICULARLY THE SERVICES RENDERED BY OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, MR. BERGE ABAJIAN, COULD HARM OUR BUSINESS.

 

We believe our success will depend, to a significant extent, on the efforts and abilities of Berge Abajian, our Chief Executive Officer. If we lost Mr. Abajian, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We can give you no assurance that we could find a satisfactory replacement for Mr. Abajian at all, or on terms that are not unduly expensive or burdensome.

 

OUR FUTURE SUCCESS DEPENDS UPON, IN LARGE PART, OUR CONTINUING ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.

 

If we grow and implement our business plan, we will need to add managerial talent to support our business plan. There is no guarantee that we will be successful in adding such managerial talent. These professionals are regularly recruited by other companies and may choose to change companies. Given our relatively small size compared to some of our competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.

 

BECAUSE WE INTEND TO OPEN NEW RETAIL STORES AND SUCH ACTIVITY INVOLVES A NUMBER OF RISKS, OUR BUSINESS MAY SUFFER.

 

We may consider acquisitions of assets or other business.  Any acquisition or opening of another retail store involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:

 

·The acquired assets or business may not achieve expected results; 

·We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets; 

·We may not be able to retain key personnel of an acquired business; 

·We may not be able to raise the required capital to expand; 

·Our management’s attention may be diverted; or 

·Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time. 

 

If these problems arise we may not realize the expected benefits of an acquisition.

 

BECAUSE THE JEWELRY INDUSTRY IN GENERAL IS AFFECTED BY FLUCTUATIONS IN THE PRICES OF PRECIOUS METALS AND PRECIOUS AND SEMI-PRECIOUS STONES, WE COULD EXPERIENCE INCREASED OPERATING COSTS THAT WILL AFFECT OUR BOTTOM LINE.

 

The availability and prices of gold, diamonds, and other precious metals and precious and semi-precious stones may be influenced by cartels, political instability in exporting countries and inflation.

 

Shortages of these materials or sharp changes in their prices could have a material adverse effect on our results of operations or financial condition. A significant change in prices of key commodities, including gold, could adversely affect our business or reduce operating margins and impact consumer demand if retail prices increased significantly, even though we historically incorporate any increases in the purchase of raw materials to our consumers. Additionally, a significant disruption in our supply of gold or other commodities could decrease the production and shipping levels of our products, which may materially increase our operating costs and ultimately affect our profit margins.


10


 

BECAUSE WE DEPEND ON OUR ABILITY TO IDENTIFY AND RESPOND TO FASHION TRENDS, IF WE MISJUDGE THESE TRENDS, OUR ABILITY TO MAINTAIN AND GAIN MARKET SHARE WILL BE AFFECTED.

 

The jewelry industry is subject to rapidly changing fashion trends and shifting consumer demands. Accordingly, our success may depend on the priority that our target customers place on fashion and our ability to anticipate, identify, and capitalize upon emerging fashion trends. If we misjudge fashion trends or are unable to adjust our products in a timely manner, our net sales may decline or fail to meet expectations and any excess inventory may be sold at lower prices.

 

OUR ABILITY TO MAINTAIN OR INCREASE OUR REVENUES COULD BE HARMED IF WE ARE UNABLE TO STRENGTHEN AND MAINTAIN OUR BRAND IMAGE.

 

We have spent significant amounts of time and money in branding our Bergio and Bergio Bridal lines. We believe that primary factors in determining customer buying decisions, especially in the jewelry industry, are determined by price, confidence in the merchandise and quality associated with a brand. The ability to differentiate products from competitors of the Company has been a factor in attracting consumers. However, if the Company’s ability to promote its brand fails to garner brand recognition, its ability to generate revenues may suffer. If the Company fails to differentiate its products, its ability to sell its products wholesale will be adversely affected. These factors could result in lower selling prices and sales volumes, which could adversely affect its financial condition and results of operations.

 

IF WE WERE TO EXPERIENCE SUBSTANTIAL DEFAULTS BY OUR CUSTOMERS ON ACCOUNTS RECEIVABLE, THIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR LIQUIDITY AND RESULTS OF OPERATIONS.

 

If customers responsible for a large amount of accounts receivable were to become insolvent or otherwise unable to pay for our products, or to make payments in a timely manner, our liquidity and results of operations could be materially adversely affected. An economic or industry downturn could materially affect the ability to collect these accounts receivable, which could then result in longer payment cycles, increased collections costs and defaults in excess of management’s expectations. A significant deterioration in the ability to collect on accounts receivable could affect our cash flow and working capital position.

 

WE MAY NOT BE ABLE TO INCREASE SALES OR OTHERWISE SUCCESSFULLY OPERATE OUR BUSINESS, WHICH COULD HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR FINANCIAL CONDITION.

 

We believe that the key to our success is to increase our revenues and available cash. We may not have the resources required to promote our business and its potential benefits. If we are unable to gain market acceptance of our business, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations.

 

We may not be able to increase our sales or effectively operate our business. To the extent we are unable to achieve sales growth, we may continue to incur losses. We may not be successful or make progress in the growth and operation of our business. Our current and future expense levels are based on operating plans and estimates of future sales and revenues and are subject to increase as strategies are implemented. Even if our sales grow, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.

 

Further, if we substantially increase our operating expenses to increase sales and marketing, and such expenses are not subsequently followed by increased revenues, our operating performance and results would be adversely affected and, if sustained, could have a material adverse effect on our business. To the extent we implement cost reduction efforts to align our costs with revenue, our sales could be adversely affected.


11


 

WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, AS NEEDED, THE FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS COULD BE SEVERELY LIMITED.

 

A limiting factor on our growth is our limited capitalization, which could impact our ability to execute on our business plan. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our Common Stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations (for example, negative operating covenants). There can be no assurance that acceptable financing necessary to further implement our business plan can be obtained on suitable terms, if at all. Our ability to develop our business, fund expansion, develop or enhance products or respond to competitive pressures, could suffer if we are unable to raise the additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues or possibly attain profitable operations in the future.

 

WE MAY BE UNABLE TO MANAGE GROWTH, WHICH MAY IMPACT OUR POTENTIAL PROFITABILITY.

 

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

 

·Establish definitive business strategies, goals and objectives; 

·Maintain a system of management controls; and 

·Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees. 

 

If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our stock price may decline.

 

Risks Related to Our Common Stock

 

OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTC MARKETS (PINK SHEETS), WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.

 

Our common stock is quoted on the Pink Sheets, an over-the-counter electronic quotation system maintained by the OTC Markets.  The quotation of our shares on the Pink Sheets may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

 

THERE IS LIMITED LIQUIDITY ON THE PINK SHEETS, WHICH ENHANCES THE VOLATILE NATURE OF OUR EQUITY.

 

When fewer shares of a security are being traded on the Pink Sheets, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood that orders for shares of our common stock will be executed, and current prices may differ significantly from the price that was quoted at the time of entry of the order.


12


 

OUR COMMON STOCK IS CONSIDERED A “PENNY STOCK,” AND IS SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE DIFFICULT TO SELL.

 

Our common stock is considered to be a “penny stock” since it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act. Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

 

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

 

This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

 

OUR CURRENT CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR, MR. BERGE ABAJIAN HAS SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE MATTERS.

 

Berge Abajian, our chief executive officer and sole director has sufficient voting power to control the vote on substantially all corporate matters. Accordingly, Mr. Abajian will be able to determine the composition of our board of directors, will retain the effective voting power to approve all matters requiring shareholder approval, will prevail in matters requiring shareholder approval, including, in particular the election and removal of directors, and will continue to have significant influence over our business. As a result of his ownership and position in the Company, Mr. Abajian is able to influence all matters requiring shareholder action, including significant corporate transactions.

 

TRADING OF OUR STOCK MAY BE RESTRICTED BY THE U.S. SECURITIES & EXCHANGE COMMISSION’S PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

 

The U.S. Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the U.S. Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly


13


account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

WE CURRENTLY HAVE A LIMITED ACCOUNTING STAFF, AND IF WE FAIL TO DEVELOP OR MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS TIMELY AND ACCURATELY OR PREVENT FRAUD, WHICH WOULD LIKELY HAVE A NEGATIVE IMPACT ON THE MARKET PRICE OF OUR COMMON UNITS.

 

We are subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Effective internal controls are necessary for us to provide reliable and timely financial reports, prevent fraud and to operate successfully as a publicly traded partnership.

 

We prepare our consolidated financial statements in accordance with accounting and principles generally accepted in the United States, but our internal accounting controls may not meet all standards applicable to companies with publicly traded securities.  Our efforts to develop and maintain our internal controls may not be successful, and we may be unable to maintain effective controls over our financial processes and reporting in the future or to comply with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as Section 404. For example, Section 404 requires us, among other things, to annually review and report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal controls over financial reporting.  Based on management’s evaluation, as of December 31, 2019, our management concluded that we had several material weaknesses related to our internal controls over financial reporting (See Item 9A).

 

THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

 

The market for our common shares is characterized by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats, and we expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large public float. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will


14


sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

 

WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY, WHICH COULD AFFECT OUR PROFITABILITY AND OPERATING RESULTS.

 

We voluntarily file annual, quarterly and current reports with the SEC. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. We expect to spend between $50,000 and $100,000 in legal and accounting expenses annually to comply with our SEC reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

 

WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

 

No cash dividends have been paid on the Company’s common stock. We expect that any income received from operations will be devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s board of directors may consider relevant. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.

 

Where You Can Find Us

 

Our principal executive offices are located at:

 

Bergio International, Inc.

12 Daniel Road E, Fairfield, NJ 07007

Our telephone number at this address is: (973) 227-3230

Our website address is http://www.bergio.com

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology.

 

These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under “Risk Factors.” The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by, the forward-looking statements:

 

·the success of our existing and new technologies; 

 

·our ability to successfully develop and expand our operations; 

 

·changes in economic conditions, including continuing effects from the recent recession; 

 

·damage to our reputation or lack of acceptance of our brands; 

 

·economic and other trends and developments, including adverse weather conditions, in those local or regional areas in which our operations are concentrated; 

 

·increases in our labor costs, including as a result of changes in government regulation; 


15


 

·labor shortages or increased labor costs; 

 

·increasing competition in the industry in general; 

 

·changes in attitudes or negative publicity regarding drug safety and health concerns; 

 

·the success of our marketing programs; 

 

·potential fluctuations in our quarterly operating results due to new products and other factors; 

 

·the effect on existing products of focusing on other products in the same markets; 

 

·of our management team; 

 

·strain on our infrastructure and resources caused by our growth; 

 

·the impact of federal, state or local government regulations relating to the industry; 

 

·the impact of litigation; 

 

·statements regarding our goals, intentions, plans and expectations, including the introduction of new products and markets and locations we intend to target in the future; 

 

·statements regarding the anticipated timing and impact of our pending acquisitions; 

 

·statement regarding our expectation with respect to the potential issuance of stock or shares in connection with our acquisitions or in connection with providing services to client companies.; and 

 

·statement with respect to having adequate liquidity. 

 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

·changes in the pace of legislation; 

 

·other regulatory developments that could limit the market for our products; 

 

·our ability to successfully integrate acquired entities; 

 

·competitive developments, including the possibility of new entrants into our primary markets; 

 

·the loss of key personnel; and 

 

·other risks discussed in this document. 

 

All forward-looking statements in this document are based on information currently available to us as of the date of this prospectus, and we assume no obligation to update any forward-looking statements other than as required by law.

 

 

 


16


 

USE OF PROCEEDS

 

Because the offering is a best-efforts offering, we are presenting this information assuming that we sell 25%, 50% and 100% of the shares offered hereby. For purposes of this table, we used $0.01, the per-share offering price.

 

 

 

25%

 

50%

 

100%

Gross offering proceeds

 

$

1,250,000

 

$

2,500,000

 

$

5,000,000

Estimated expenses of the offering

 

 

35,000

 

 

35,000

 

 

35,000

Net proceeds from the offering

 

$

1,215,000

 

$

2,465,000

 

$

4,965,000

 

We intend to use the net proceeds as follows:

 

·Expansion of retail operations, advertising, expansion of online presence, additional marketing support, working capital and general corporate purposes. 

 

·General and administrative expenses pertain to operating expenses rather than to expenses that can be directly related to the production of any goods or services, utilities, insurance and managerial salaries which may come at a later date. 

 

This expected use of the net proceeds from this offering and our existing cash represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development and commercialization efforts, the status of and results from clinical trials, as well as any collaboration that we may enter into with third parties, and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We have no current agreements, commitments or understandings for any material acquisitions or licenses of any products, businesses or technologies.

 

Our management will have broad discretion over the uses of the net proceeds from this offering. Pending these uses, we intend to invest the net proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

 

DETERMINATION OF THE OFFERING PRICE

 

We currently expect the offering price to be $0.01 per share of our common stock for the shares of stock being offered by us pursuant to this prospectus.

 

The offering price of the common stock has been arbitrarily determined by our board of directors and bears no relationship to any objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings or net worth. In determining the offering price, the board of directors considered such factors as the lack of recent trading prices of the common stock, the board’s perception of our future prospects, past and anticipated operating results, present financial resources and the likelihood of selling the shares of common stock offered hereby. Accordingly, the offering price should not be considered an indication of the actual value of the Company or the common stock.

 

As noted above you should not consider the offering price as an indication of value of Bergio International, Inc. or our common stock. You should not assume or expect that, after the offering, our shares of common stock will trade at or above the offering price in any given time period. Our stock currently does not trade at all and is not quoted on any market. The market price of our common stock may decline during or after the offering, and you may not be able to sell the underlying shares of our common stock purchased during the offering at a price equal to or greater than the offering price. You should obtain advice from your financial advisor before purchasing shares and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the offering.


17


 

DILUTION

 

The offering price of the Shares of Common Stock being offered for sale pursuant to this Offering is substantially higher than the book value per share of the Common Stock. Accordingly, investors purchasing the Shares pursuant to this Offering will experience an immediate and significant dilution in the book value per share of the Shares purchased. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. See “Risk Factors-We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders” and “We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result in dilution of stockholders’ interests in Bergio International, Inc. and could depress our stock price.”

 

DILUTION TABLE

 

The price of the current offering is fixed at $0.01 per common share. This price is significantly higher than the price paid by our Directors and Officers for common equity since the Company’s inception.

 

Assuming completion of the offering, there will be up to 526,153,384 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels based on stockholders’ deficit of $612,716 as of December 31, 2019.

 

Percentage of funding

 

100%

 

75%

 

50%

 

25%

Offering price

 

$

0.01

 

$

0.01

 

$

0.01

 

$

0.01

Shares after offering

 

 

526,153,384

 

 

401,153,384

 

 

276,153,384

 

 

151,153,384

Amount of net new funding

 

 

5,000,000

 

 

3,750,000

 

 

2,500,000

 

 

1,250,000

Proceeds, net of est. offering costs

 

 

4,965,000

 

 

3,715,000

 

 

2,465,000

 

 

1,215,000

Book value before offering (per share)

 

 

(0.0234)

 

 

(0.0234)

 

 

(0.0234)

 

 

(0.0234)

Book value after offering (per share)

 

 

0.0083

 

 

0.0077

 

 

(0.0067)

 

 

(0.0040

Increase per share

 

 

0.0317

 

 

0.0311

 

 

0.0301

 

 

0.00274

Dilution to investors

 

$

(0.0006)

 

$

(0.0007)

 

$

(0.0011)

 

$

(0.002)

Dilution as percentage of outstanding shares

 

 

6%

 

 

7%

 

 

11%

 

 

20%

 

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock is quoted on the OTC Pink under the trading symbol “BRGO”.

 

The following table sets forth the quarterly high and low sales price per share of our common stock for the periods indicated. The prices represent inter-dealer quotations, which do not include retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

CALENDAR QUARTER ENDED

 

HIGH

 

LOW

March 31, 2020

 

$

0.19

 

$

0.03

December 31, 2019

 

 

0.20

 

 

0.03

September 30, 2019

 

 

1.00

 

 

0.12

June 30, 2019

 

 

1.00

 

 

1.00

March 31, 2019

 

 

1.00

 

 

1.00

 

 

 

 

 

 

 

December 31, 2018

 

 

1.00

 

 

1.00

September 30, 2018

 

 

1.00

 

 

1.00

June 30, 2018

 

 

1.00

 

 

1.00

March 31, 2018

 

$

1.00

 

$

1.00


18


Holders

 

As of June 25, 2020, there were 26,153,384 shares of common stock outstanding, which were held by approximately 39 record holders.

 

As of the date of this S-1, we have no present commitments to issue shares of our capital stock to any 5% holder, director or nominee, other than pursuant to the exercise of outstanding options as more fully set forth elsewhere in this Form S-1.

 

Dividends

 

We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

 

This S-1 contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on May 15, 2020.

 

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this S-1.

 

Plan of Operation

 

The Bergio brand is our most important asset. The Bergio brand is associated with high-quality, handcrafted and individually designed pieces with European sensibility, Italian craftsmanship and a bold flair for the unexpected. Bergio, is one of the most coveted brands of fine jewelry. Established in 1995, Bergio’s signature innovative design, coupled with extraordinary diamonds and precious stones, earned the company recognition as a highly sought-after purveyor of rare and exquisite treasures from around the globe.


19


When designer and PEO, Berge Abajian, creates a collection, he looks well beyond the drawing board. Berge focuses on the woman who will ultimately wear his pieces, bringing to creation a magnificent piece of jewelry that reflects the beauty and vitality a woman possesses. Bergio creations are a seamless blend of classic elegance and subtle flair, adding to a woman’s charm while never overpowering her.

 

It is our intention to establish Bergio as a holding company for the purpose of establishing retails stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products.

 

It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals.

 

We also intend to sell our products on a wholesale basis to limited customers.

 

We have spent over $3 million in branding the Bergio name through tradeshows, trade advertising, national advertising and billboard advertising since launching the line in 1995.

 

In 2019 we introduced The Silver Fashion Collection ranging in price from $50 to $1,200. The Company also introduced the Bergio Handbag Collection, manufactured in Italy with top quality Italian leather ranging in price from $450 to $875, which are very competitive entry prices.

 

Our products consist of a wide range of unique styles and designs made from precious metals such as, gold, platinum, and Karat gold, as well as diamonds and other precious stones. We currently design and produce approximately 100 to 150 product styles. Current retail prices for our products range from $400 to $200,000. We have manufacturing control over our line as a result of having a manufacturing facility in New Jersey as well as subcontracts with facilities located in Italy.

 

On March 5, 2014, the Company formed a wholly-owned subsidiary called Crown Luxe, Inc. in the State of Delaware (“Crown Luxe”). Crown Lux was established to operate the Company’s first retail store, which was opened in Bergen County, New Jersey in the fourth quarter of 2014.

 

During the fall of 2018, we opened our second retail store at the new Ocean Resort Casino in Atlantic City, New Jersey. We are also contemplating the opening of new stores in the future.

 

The Company has instituted various cost saving measures to conserve cash and has worked with its debtors in an attempt to negotiate the debt terms. The Company has been also investigating various strategies to increase sales and expand its business. The Company is in negotiations with some potential partners, but, at this time, there is nothing concrete, but the Company remains positive about its prospects. However, there is no assurance that the Company will be successful in its endeavors or that it will be able to increase its business.

 

Our future operations are contingent upon increasing revenues and raising capital for on-going operations and expansion of our product lines. Because we have a limited operating history, you may have difficulty evaluating our business and future prospects.

 

The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease (COVID-19) which in March 2020, was been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.


20


 

Overview

 

The past few years have been difficult for the Company as we have worked hard at finding ways to take advantage of the Bergio brand. The current Pandemic has caused our business some additional difficulties as we have been forced to temporarily close our two retails stores. However, we continue to work our wholesale operations and also promote and sell our products by establishing an online presence.

 

We continue to believe that our plan to establish a chain of retail stores in strategic markets will be step in the right direction.

 

The Company continues to position itself for the future to take advantage of the Bergio brand and establish a chain of retail stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products. It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals. We continue to be excited about our store in Atlantic City, NJ. Our initial store in northern New Jersey has not done as well as we had hoped and the wholesale market has also not been favorable as we spend our limited resources in building our high-end retail operations. The Company has leveraged itself such that as sales increase a larger portion of dollars will flow to the bottom line.

 

Results of Operations - Quarter Ended March 31, 2020 Compared to Quarter Ended March 31, 2019

 

Overview

 

Sales decreased 45% to $75,393 for the first quarter of 2020. Our retail operations were impacted by the pandemic. However, we are expanding our online presence and have been experiencing some positive results, but it is too early to assess the real impact.  The Company continues to position itself for the future to take advantage of the Bergio brand and establish a chain of retail stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products. It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals. We continue to be excited about our store in Atlantic City, NJ. Our initial store in northern New Jersey has not done as well as we had hoped and the wholesale market has also not been favorable as we spend our limited resources in building our high-end retail operations. The Company has leveraged itself such that as sales increase a larger portion of dollars will flow to the bottom line.

 

The Company continues to pursue additional financing opportunities. Financing discussions have been taking place with various parties, but the Company has no firm commitment from any party to provide additional funding at this time. Moreover, there is no assurance that sufficient funding will be available, or if available, that its terms will be favorable to the Company. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Three Months Ended

 

 

 

March 31, 2020

March 31, 2019

Increase

(Decrease)

Percent Increase

(Decrease)

Sales, net

$     75,393

$    137,109

$ (61,716)

(45.0%)

 

 

 

 

 

Gross profit

$     49,087

$      98,163

$ (49,076)

(50.0%)

 

 

 

 

 

Gross profit as a % of sales

65.51

71.6%

 

 


21


 

 

 

Nine Months Ended

 

 

 

March 31, 2020

March 31, 2019

Increase

(Decrease)

Percent Increase

(Decrease)

Sales, net

$    358,104

$    272,184

$    85,920

31.6%

 

 

 

 

 

Gross profit

$    227,426

$      16,931

$ 210,495

-%

 

 

 

 

 

Gross profit as a % of sales

63.5%

6.2%

 

 

 

Sales

 

Net sales for the quarter ended March 31, 2020 decreased $61,716 (45.0%) to $75,393 as compared to $137,109 for the quarter ended March 31, 2019. This decrease is mostly attributed impact on the economy and consumer spending as a result of the pandemic. The Company now has two retail stores and hopes to open more in the future.

 

Gross Profit

 

Gross profit decreased $49,076 (50%) to $49,087 for the quarter ended March 31, 2020 as compared to $98,163 for the quarter ended March 31, 2019. This decrease primarily is a result of the decrease in sales.

 

Selling, General & Administrative Expenses

 

Total selling, general and administrative expenses increased $67,883 (42.7%) to $228,103 for the quarter ended March 31, 2020 as compared to $160,220 for the three months ended March 31, 2019. This increase in mainly attributed to higher consulting expenses offset partially by lower depreciation and commission expenses. During the quarter the Company incurred $131,180 of consulting expense to provide brand awareness for the Company’s new line of fashion accessories and to develop strategies for global expansion. These services were paid for with the Company’s common stock and did not involve any cash. These services were for six months and these expenses are not expected to be significant for the remainder of the year.

 

Loss from Operations

 

As a result of the above, we had a loss from operations of $179,016 for the three months ended March 31, 2020 as compared to a loss from operations of $62,057 for the three months ended March 31, 2019.

 

Other Expense

 

For the three months ended March 31, 2020 the Company had other expense of $1,291,855 as compared to other expense of $28,791 for the three months ended March 31, 2019. This increase is primarily attributed to change in fair value of derivatives in the amount of $1,213,382.

 

Net Loss

 

As a result of the above, we had a net loss $1,470,901 for the three months ended March 31, 2020 as compared to net loss of $90,848 for the three months ended March 31, 2019.

 

Liquidity and Capital Resources

 

The following table summarizes working capital at March 31, 2020, compared to December 31, 2019:

 

 

 

March 31,

2020

 

December 31,

2019

 

Increase/

(Decrease)

Current Assets

 

$

1,306,053

 

$

1,292,464

 

$

13,589

Current Liabilities

 

 

2,854,957

 

 

1,549,570

 

 

(1,305,387)

Working Capital

 

$

(1,548,904)

 

$

(257,106)

 

$

(1,291,798)


22


At March 31, 2020 the Company had negative working capital of $1,548,904 as compared to negative working capital of $257,106 at December 31, 2019. This decrease in working capital is primarily attributed to an increase in the derivative liability at March 31, 2020 as a result of the higher stock price at March 31, 2020.

 

During the three months ended March 31, 2020, the Company’s principal sources and uses of funds were as follows:

 

Cash used in operating activities: For the three months ended March 31, 2020, the Company used $11,210 in cash for operations as compared to using $8,060 in cash for operations for the three months ended March 31, 2019. This decrease in cash used in operations is primarily attributed to increase in inventory and prepaid expenses offset mostly by the lower non-cash operating loss and the increase in accounts payable and accrued liabilities.

 

Cash (used in) provided by investing activities: For the three months ended March 31, 2020, the Company used no cash for investing activities as compared to using $3,100 of cash in investing activities for the three months ended March 31, 2019 as a result of the small purchase of capital assets.

 

Cash (used in) provided by financing activities: Net cash used in financing activities for the three months ended March 31, 2020 was $11,580 as compared to providing $11,160 for the three months ended March 31, 2019. This decrease is primarily the result of an increase in payments to the Principal Executive Officer for amounts due to him.

 

Our indebtedness is comprised of loans payable, convertible debt, and advances from a stockholder/officer intended to provide capital for the ongoing manufacturing of our jewelry line, in advance of receipt of the payment from our retail distributors.

 

Convertible Debt

 

From time to time the Company enters into certain financing agreements for convertible debt. For the most part, the Company settles these obligations with the Company’s common stock. As of March 31, 2020, total convertible debt was $562,495, net of debt discount of $126,703 at March 31, 2020.

 

Satisfaction of Our Cash Obligations for the Next 12 Months

 

A critical component of our operating plan impacting our continued existence is to efficiently manage our retail operations and successfully develop new lines through our Company or through possible acquisitions and/or mergers as well as opening new retail stores. Our ability to obtain capital through additional equity and/or debt financing, and joint venture partnerships will also be important to our expansion plans. In the event we experience any significant problems assimilating acquired assets into our operations or cannot obtain the necessary capital to pursue our strategic plan, we may have to reduce the growth of our operations. This may materially impact our ability to increase revenue and continue our growth.

 

The Company has suffered recurring losses, and has an accumulated deficit of $13,131,356 as of March 31, 2020. As of March 31, 2019, the Company had $562,495, net of debt discount of $126,703, in convertible debentures, some of which are currently due and the Company is currently negotiating terms with the holders of these debentures. At March 31, 2020, the Company also had a stockholders’ deficit of $1,912,517. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.

 

It is our intention to establish Bergio as a holding company for the purpose of establishing retails stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products. It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which


23


will be staffed with knowledgeable professionals. We also intend to sell our products on a wholesale basis to limited customers.

 

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

Research and Development

 

We are not anticipating significant research and development expenditures in the near future.

 

Expected Purchase or Sale of Plant and Significant Equipment

 

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

 

Significant Changes in the Number of Employees

 

We currently have 2 full-time employees and 1 part-time employee. Our current employees are sales and marketing personnel.  No personnel are covered by a collective bargaining agreement. We use the services of independent consultants and contractors from time to time when needed. We will increase the number employees as we open new stores.

 

Results of Operations - Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

 

Sales

 

Net sales for year ended December 31, 2019 decreased $7,809 (1.3%) to $600,981, as compared to $608,790 for the year ended December 31, 2018. Retail sales and wholesale sales remained stable year to year.

 

Gross Profit

 

Gross profit for the year ended December 31, 2019 increased $140,744 (58.5%) to $379,876 as compared to $239,732 for the year ended December 31, 2018. This increase in gross profit is primarily due to the increased gross profits in wholesale operations. Gross profit as a percentage of sales was 63.2% for the year ended December 31, 2019 as compared to 39.4% for the year ended December 31, 2018.

 

Selling, General and Administrative Expenses

 

Total selling, general and administrative expenses increased $10,806 (2.1%) to $525,952 for the year ended December 31, 2019 as compared to $515,146 for the year ended December 31, 2018. This increase is mostly a result of lower salary expense to the PEO and lower depreciation expense mostly offset by costs associated with the new store scheduled which opened at the Ocean Resort in Atlantic City, NJ in November 2018.

 

Loss from Operations

 

As a result of the above, the Company had a loss from operations in the amount of $146,076 for the year ended December 31, 2019 as compared to $275,414 for the year ended December 31, 2018.

 

Other Expense

 

For the year ended December 31, 2019, the Company had other expense of $2,222,967 as compared to other expense of $141,900 for the year ended December 31, 2018. This increase is mostly attributed to the loss on the extinguishment of debt.


24


 

Net Loss

 

As a result of the above, the Company had a net loss of $3,035,043 or the year ended December 31, 2019 as compared to $417,314 for the year ended December 31, 2018.

 

Liquidity and Capital Resources

 

The following table summarizes total current assets, liabilities and working capital at December 31, 2019, compared to December 31, 2018.

 

 

 

December 31,

2019

 

December 31,

2018

 

Increase/

(Decrease)

Current Assets

 

$

1,292,464

 

$

1,255,335

 

$

37,129

Current Liabilities

 

 

1,549,570

 

 

1,074,707

 

 

(474,863)

Working Capital

 

$

(257,106)

 

$

180,628

 

$

(437,734)

 

Our working capital deficiency was $257,106 at December 31, 2019 as compared to a working capital of $180,628 at December 31, 2018. This decrease is primarily attributed the derivative liability in 2019 associated with the new convertible debt.

 

During the year ended December 31, 2019, the Company had a net decrease in cash of $22,790. The Company’s principal sources and uses of funds were as follows:

 

Cash used in operating activities. For the year ended December 31, 2019, the Company used $84,954 in cash for operations as compared to $96,581 in cash for the year ended December 31, 2018. This improvement in cash used in operations is attributed to the lower operating loss and change in inventories offset mostly by the change in accounts receivable and deferred compensation.

 

Cash used in investing activities. For the year ended December 31, 2019, the Company used $7,572 in investing activities as compared to providing $31,347 for the year ended December 31, 2018 as result of the decrease in the acquisition of capital assets.

 

Cash provided financing activities. For the year ended December 31, 2019 the Company provided $115,316 in financing activities as compared to $106,205 in cash for financing activities for the year ended December 31, 2018. This increase is primarily the result of an increase in proceeds from convertible debt and loans payable partially offset by payments of advances from stockholder.

 

Our indebtedness is comprised of various convertible debt and advances from a stockholder/officer intended to provide capital for the ongoing manufacturing of our jewelry line, in advance of receipt of the payment from our retail distributors.

 

Convertible Debt

 

The Company enters into certain financing agreements for convertible debt. For the most part, the Company settles these obligations with the Company’s common stock. As of December 31, 2019, the Company had outstanding convertible debt in the amount of $470,289.

 

Satisfaction of Our Cash Obligations for the Next 12 Months

 

A critical component of our operating plan impacting our continued existence is to increase sales and efficiently manage the production of our jewelry lines and successfully develop new lines through our Company or through possible acquisitions and/or mergers. Our ability to obtain capital through additional equity and/or debt financing, and joint venture partnerships will also be important to our expansion plans. In the event we experience any significant problems assimilating acquired assets into our operations or cannot obtain the necessary capital to pursue our strategic plan, we may have to reduce the growth of our operations. This may materially impact our ability to increase revenue and continue our growth.


25


The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.

 

The Company has suffered recurring losses, and at December 31, 2019, the Company had a stockholders’ deficit of $612,716. As of December 31, 2019, the Company had $22,790 of cash on hand and $712,298 in convertible debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.

 

In addition to obtaining new customers and increasing sales to existing customers, management plans to achieve profitability by also establishing Bergio as a holding company for the purpose of establishing retails stores worldwide. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

Research and Development

 

We are not anticipating significant research and development expenditures in the near future.

 

Expected Purchase or Sale of Plant and Significant Equipment

 

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

 

Critical Accounting Policies

 

The Company prepares its financial statements in accordance with GAAP. In preparing the financial statements and accounting for the underlying transactions and balances, the Company applies its accounting policies as disclosed in Note 2 of our Notes to Financial Statements.  The Company’s accounting policies that require a higher degree of judgment and complexity used in the preparation of financial statements include:

 

Revenue Recognition - the Company’s management recognizes revenue when realized or realizable and earned.  In connection with revenue, the Company established a sales return and allowance reserve for anticipated merchandise to be returned based on historical operations.  The Company’s sole revenue producing activity as a manufacturer and distributor of upscale jewelry is affected by movement in fashion trends and customer desire for new designs, varying economic conditions affecting consumer spending and changing product demand by retailers affecting their desired inventory levels. Realizing that this may, and in some periods has, resulted in a significant amount of sales returns, management revised the Company policy of accepting merchandise returns. Whereas under prior policy customers had up to 360 days to return merchandise and were allowed credits as offsets to their outstanding accounts receivable, under the current return policy merchandise, with limited exceptions, cannot be returned.

 

Accounts receivable - the Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information.  The Company continuously monitors credits and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within our expectation and the provision established, the Company cannot guarantee that it will continue to receive positive results. Management has provided an allowance for doubtful accounts of $-0- at December 31, 2019 and $-0- at December 31, 2018.

 

Fair Value of Financial Instruments - The Company follows guidance issued by the Financial Accounting Standards Board (“FASB”) on “Fair Value Measurements” for assets and liabilities measured at fair value on a recurring basis.  This guidance establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.


26


 

The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Additionally, the FASB requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

 

These inputs are prioritized below:

 

Level 1:Observable inputs such as quoted market prices in active markets for identical assets or liabilities. 

 

Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data. 

 

Level 3:Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. 

 

The Company discloses the estimated fair value for all financial instruments for which it is practicable to estimate fair value. As of December 31, 2019, the fair value of short-term financial instruments including accounts receivable, accounts payable and accrued expenses, approximates book value due to their short-term maturity.  The fair value of property and equipment is estimated to approximate its net book value.  The fair value of debt obligations, other than convertible debt obligations, approximates their face values due to their short-term maturities and/or the variable rates of interest associated with the underlying obligations.

 

Income taxes - deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized.

 

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of its deferred tax assets in the future, the Company would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if it were determined that it would be able to realize the deferred tax assets in the future in excess of the net carrying amounts, the Company would decrease the recorded valuation  allowance through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance, the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets.

 

Off Balance Sheet Arrangements

 

The Company is not party to any off-balance sheet arrangements that may affect its financial position or its results of operations.

 

Recently Adopted Authoritative Pronouncements

 

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements


27


to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. On adoption, the Company recognized additional operating lease liabilities of approximately $911,000 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

 

In June 2018, the FASB, issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting Standards Codification, or ASC, 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The guidance is effective for public business entities in annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including in an interim period for which financial statements have not been issued, but not before an entity adopts ASC 606. This was adopted on January 1, 2019 and did not have a material impact on the financial position and results of operations.

 

Recent Authoritative Pronouncements

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.  We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations.

 

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements.

 

Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The Company continues to evaluate the impact that that this standard will have on the Company’s financial statements. While the Company continues to assess all of the effects of adoption, the Company currently believes the most significant effects relate to the recognition of new ROU assets and lease liabilities on the Company’s balance sheet for the Company’s real estate operating leases.

 

In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments should be applied prospectively to an award modified on or after the adoption date. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2017


28


and interim periods within those fiscal years. Early adoption is permitted. We are evaluating whether this ASU will have a material impact on our consolidated financial statements.

 

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.

 

Quantitative and Qualitative Disclosures about Market Risk.

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

Financial Statements and Supplementary Data.

 

Disclosure controls and procedures

 

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as December 31, 2019. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2019, our disclosure controls and procedures were not effective.

 

Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

LEGAL PROCEEDINGS

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

ITEM 1A. RISK FACTORS

 

Not applicable to smaller reporting companies.

 

DEFAULTS UPON SENIOR SECURITIES

 

There has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

MINE SAFETY DISCLOSURES

 

Not applicable.


29


DIRECTORS AND EXECUTIVE OFFICERS

 

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of May 8, 2020. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board, and are elected or appointed to serve until the next meeting of the Board following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

 

Name (age)

 

Position

 

Year First

Elected a Director

Berge Abajian (56)

 

Chief Executive Officer and Chairman

 

2007

 

Background of Directors and Officers

 

Berge Abajian became the Chief Executive Officer of Bergio International in October 2009. Prior to that, Mr. Abajian served as CEO of the Diamond Information Institute, the predecessor company to Bergio, from 1988 to October 2009. Mr. Abajian has a BS in Business Administration from Fairleigh Dickinson University and is well known and respected in the jewelry industry. Since 2005, Mr. Abajian has served as the President of the East Coast branch of the Armenian Jewelry Association and has also served as a Board Member on MJSA (Manufacturing Jewelers and Suppliers of America), New York Jewelry Association, and the 2001-2002 Luxury Show.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, except to the extent governed by an employment agreement.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Meetings of Our Board of Directors

 

Our Board did not hold any meetings during the most recently completed fiscal year end. Various matters were approved by written consent, which in each case was executed by the Board.

 

Committees of the Board

 

We do not currently have a compensation committee, nominating committee, or stock plan committee.


30


 

Audit Committee

 

We do not have a separately-designated standing audit committee. The entire Board performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

 

Nominating Committee

 

Our Board does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.

 

When evaluating director nominees, our directors consider the following factors:

 

·the appropriate size of our board of directors; 

·our needs with respect to the particular talents and experience of our directors; 

·the knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; 

·experience in political affairs; 

·experience with accounting rules and practices; and 

·the desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members. 

 

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience.

 

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2019, were timely


31


 

Code of Ethics

 

We do not currently have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions.  Because we have only limited business operations and four officers and directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

 

EXECUTIVE COMPENSATION.

 

Overview

 

The following is a discussion of our program for compensating our named executive officers and directors. Currently, we do not have a compensation committee, and as such, our board of directors is responsible for determining the compensation of our named executive officers.

 

Compensation Program Objectives and Philosophy

 

The primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice and to align executive compensation with the achievement of our short- and long-term business objectives.

 

The Board considers a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping to lead our Company through a period of rapid growth.

 

In the near future, we expect that our Board will form a compensation committee charged with the oversight of executive compensation plans, policies and programs of our Company and with the full authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers. We expect that our compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding superior individual and company performance with commensurate compensation.

 

Employment Agreements

 

Effective February 28, 2010, the Company entered into an employment agreement with its PEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the “Base Salary”). The PEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the PEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the PEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company’s then outstanding shares of common stock.  Such issuances shall be made to the PEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company.

 

Effective September 1, 2011, the Company and PEO entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) which primarily retains the term and compensation of the original agreement. The Amended Agreement, however, removes the section which previously provided for the issuance of Company common stock to the CEO, from time to time, when the Company is unable to pay the CEO the full amount of his Base Salary (as defined in the Amended Agreement) which would allow the CEO to maintain a fifty-one percent (51%) share of the Company’s outstanding common stock.


32


However, the CEO does have the right to request all or a portion of his unpaid Base Salary be paid with the Company’s restricted common stock. In addition, the Amended Agreement provides for the issuance of 51 shares of newly authorized Series A Preferred Stock to be issued to the CEO. As defined in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock, each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company. Effective November 3, 2011, the CEO notified the Company that for the one year period, retroactive from April 1, 2011, through December 31, 2012, he would reduce his Base Salary to $100,000. The reduction in base compensation was subsequently extended to December 31, 2013. The CEO is currently deferring his salary to conserve cash. Deferred wages due to the CEO amounted to $795,571 and $628,309 for the periods ended December 31, 2018 and December 31, 2017, respectively. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. This amount was reduced t $500,000 after the PEO converted $500,000 of deferred compensation into 17,000,000 shares of common stock of the Company. As of December 31, 2019 and 2018, deferred compensation due to the PEO were $345,571 and $795,571, respectively. As of December 31, 2019 and 2018, $297,513 and $795,571, respectively, of these amounts were classified as a long-term liability.

 

On January 1, 2019, the CEO amended his employment agreement with the Company for a term of one year expiring December 31, 2019. The agreement primarily retains the terms of the Amended Agreement, but lowers the compensation to $100,000 for the year. Effective July 1, 2019, the Principal Executive Officer agreed to stop deferral of his salary at least through December 31, 2019 as a result of the financial situation of the Company as a result of the Company’s financial condition. Effective January 1, 2020, the CEO’s salary was restated back to $175,000.

 

Retirement Benefits

 

Currently, we do not provide any Company sponsored retirement benefits to any employee, including the named executive officers.

 

Perquisites

 

We have historically provided only modest perquisites to our named executive officers. We do not view perquisites as a significant element of our compensation structure, but do believe that perquisites can be useful in attracting, motivating and retaining the executive talent for which we compete. It is expected that our historical practices regarding perquisites will continue and will be subject to periodic review by our by our board of directors.

 

Summary Compensation Table

 

The following table presents information regarding compensation of our principal executive officer, and the two most highly compensated executive officers other than the principal executive officer for services rendered during years ended 2019 and 2018, respectively.

 

Name and

Principal Position

 

Fiscal

Year

 

Salary

($)(1)(2)

 

Incentive

($)(3)

 

Option

Awards

($)(4)

 

All Other

Compensation

$(5)

 

Total

($)

Berge Abajian

 

2019

 

$

50,000

 

$

-

 

$

-

 

$

19,795

 

$

69,795

CEO & Chairman

 

2018

 

$

175,000

 

$

-

 

$

-

 

$

19,795

 

$

194,795

 

1)The amounts shown in this column represent the dollar value of base salary earned by each named executive officer (“NEO”). 

 

 


33


 

 

2)On January 1, 2019, the CEO amended his employment agreement with the Company for a term of one year expiring December 31, 2019. The agreement primarily retains the terms of the Amended Agreement, but lowers the compensation to $100,000 for the year. Effective July 1, 2019, the Principal Executive Officer agreed to stop deferral of his salary at least through December 31, 2019 as a result of the financial situation of the Company as a result of the Company’s financial condition. 

3)Mr. Abajian voluntarily deferred $167,262 of his salary for the year 2018 until such time as the Company is in a better financial position. 

4)No incentive compensation was made to the NEO’s in 2019 and 2018 and therefore no amounts are shown. 

5)Amounts in this column represent the fair value required by ASC Topic 718 to be included in our financial statements for all options granted during that year. 

6)Other compensation was made up of Mr. Abajian’s car expense and health insurance expenses. 

 

Incentive Stock and Award Plan

 

On May 9, 2011, the Company’s Board approved, authorized and adopted the 2011 Incentive Stock and Award Plan (the “Plan”). The Plan was amended on October 11, 2012.  Subject to adjustment for mergers, reorganizations, consolidation, recapitalization, stock dividend or other change in corporate structure, a total of 35,000,000 shares of common stock, par value $0.00001 per share is subject to the Plan, adjusted for stock splits. Under the Plan, the Company may grant non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants, attorneys, advisors and employees. Subject to a tax exception, if any Option or Restricted Stock expires or is canceled prior to its exercise or vesting in full, the shares of common stock issuable under the Option or Restricted Stock may be issuable pursuant to future Options or Restricted Stock under the Plan.

The Plan shall be administered by a committee consisting of one (1) director (the “Committee”).  In the absence of such a Committee, the Company’s Board shall administer the Plan.

 

Each Option shall contain the following material terms:

 

(i) the exercise price, which shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Company on the date the Option is granted, provided that if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise price shall be at least 110% of the Fair Market Value;

 

(ii) the term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than ten (10) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the Incentive Stock Option shall not be exercisable more than five (5) years after the date such Incentive Option is granted;

 

(iii) subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal year of the Company through the five (5) year anniversary of the date on which the Option was granted;

 

(iv) no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and

 

(v) with respect to Incentive Stock Options, the aggregate Fair Market Value of Common Stock that may be issued for the first time during any calendar year shall not exceed $100,000.


34


 

Each award of Restricted Stock is subject to the following material terms:

 

(i) no rights to an award of Restricted Stock is granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Committee;

 

(ii) Restricted Stock shall not be delivered until they are free of any restrictions specified by the Committee at the time of grant;

 

(iii) shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied; and

 

(iv) the Restricted Stock are not transferable until the date on which the Committee has specified such restrictions have lapsed.

 

Executive Compensation

 

Stock Option Grants

 

We have not granted any stock options to the executive officers or directors since the adoption of the Plan.

 

Director Compensation

 

We do not currently pay any cash fees or expenses to our sole director for serving on the Board.

 

Compensation Policy

 

The Company does not believe that its compensation policies are reasonably likely to increase corporate risk or have a material adverse effect on the Company.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information known to the Company with respect to the beneficial ownership as of June 25, 2020, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company’s common stock, (ii) each director and nominee, (iii) the executive officers, and (iv) all current directors and executive officers as a group.

 

 

Name and Address(1)

 

Number of Shares

Beneficially Owned

 

Percentage

of Class(2)

 

 

 

 

 

Named Directors and Officers

 

 

 

 

Berge Abajian, Chairman and CEO(3)

 

17,000,007

 

65%

 

 

 

 

 

All Officers and Directors as a Group (1 person)

 

17,000,007

 

65%

 

1)Unless otherwise indicated, the address of each beneficial owner listed above is c/o Bergio International, Inc., 12 Daniel Road East, Fairfield, NJ 07007.  

2)Based on a total of 26,153,384 shares of common stock outstanding on June 25, 2020.  

3)Mr. Abajian also owns 51 shares of the Company’s Series A Preferred Stock 

 

 

 


35


 

Issuances under the Compensation Plan

 

The following table provides information as of December 31, 2019 regarding compensation plans under which equity securities of the Company are authorized for issuance.

 

Plan category

 

Number of

securities

to be

issued upon

exercise of

outstanding

options

 

Weighted

average

exercise

price of

outstanding

options

 

Number of

options

remaining

available for

future

issuance

under Equity

Compensation

Plans(1)

Equity Compensation Plans approved by shareholders

 

-

 

$ 0

 

18

Equity Compensation Plans not approved by shareholders

 

-

 

0

 

-

Total

 

-

 

$ 0

 

18

 

Note: Only restricted shares of common stock were issued pursuant to this plan.

(1)Adjusted for stock splits. 

 

Changes in Control

 

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

 

Certain Relationships and Related Transactions, and Director Independence

 

The Company receives periodic advances from its principal executive officer based upon the Company’s cash flow needs. At December 31, 2019 and December 31, 2018, $383,717 and $455,541, respectively, was due to such officer, including accrued interest. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. As such, all deferred compensation in the amount of $795,571 and $204,429 of the advances was classified as a long-term liability at December 31, 2018. During the year ended December 31, 2019, the principal executive officer converted $500,000 of deferred compensation for common stock of the Company. As such, as of December 31, 2019, deferred compensation of $297,513 and $202,487 of the advances, totaling $500,000, was classified as a long-term liability. Interest expense is accrued at an average annual market rate of interest which was 4.75% and 5.25% at December 31, 2019 and December 31, 2018, respectively. Interest expense due to such officer was $52,494 and $45,392 for the years ended December 31, 2019 and 2018, respectively. Accrued interest was $202,487 and $149,993 at December 31, 2019 and 2018, respectively. No terms for repayment have been established.

 

Director Independence

 

The common stock of the Company is currently quoted on the OTC Markets, a quotation system which currently does not have director independence requirements.  On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ.

 

At this time, the Company does not have any independent directors.


36


 

Principal Accountant Fees and Services

 

The following table presents the aggregate fees for professional audit services and other services rendered by Tama, Budaj & Raab, P.C. (“TBR”), our independent registered public accountants in 2018 and the first three quarters of 2019. BF Borgers CPA PC performed the audit for the year ended December 31, 2019. Fees for the years ended December 31, 2019 and 2018 were as follows:

 

 

 

2019

 

2018

Audit Fees

 

$

29,000

 

$

25,550

Audit-Related Fees

 

 

-

 

 

-

Total Audit and Audit-Related Fees

 

 

29,000

 

 

25,550

Tax Fees

 

 

-

 

 

-

All Other Fees

 

 

-

 

 

-

 

 

 

 

 

 

 

Total

 

$

29,000

 

$

25,550

 

Audit Fees.  This category includes the audit of the Company’s consolidated financial statements, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q. It also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and services which are normally provided in connection with regulatory filings, or in an auditing engagement.

 

Audit Related Fees, tax and other fees.  No other fees under these categories were paid in 2019 and 2018.

 

PLAN OF DISTRIBUTION

 

Plan of Distribution for Bergio International, Inc.’s Public Offering of 500,000,000 Shares of Common Stock

 

This is a self-underwritten (“best-efforts”) offering. This prospectus is part of a registration statement that permits our officers and directors to sell the shares being offered by the Company directly to the public, with no commission or other remuneration payable to them for any shares they may sell. Presently, we expect that our officers and directors will personally contact existing shareholders, friends, family members and business acquaintances and inform them about the offering. In addition, we may market the offering to institutional investors through our officers and directors. We may also offer our shares of common stock through brokers, dealers or agents, although we have no current plans or arrangements to do so. The company has been contacted by multiple financial institutions, as well as fielded interest from existing shareholders that give the Company assurance as to the marketability of its shares to these identified parties. This offering will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

 

In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set forth in Rule 3a4-1 under the Exchange Act. The officers and directors will not register as broker-dealers pursuant to Section 15 of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. In that regard, we confirm that:

 

a.None of our officers or directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act; 

 

b.None of our officers or directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in the common stock; 

 

c.None of our officers or directors is or will be, at the time of his participation in the offering, an associated person of a broker-dealer; and 


37


d.Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A) primarily perform substantial duties for or on our behalf, other than in connection with transactions in securities, and (B) is not a broker or dealer, or has been an associated person of a broker or dealer, within the preceding 12 months, and (C) has not participated in selling and offering securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii) of Rule 3a4-1. 

 

None of our officers or directors, control persons or affiliates intend to purchase any shares in this offering.

 

DESCRIPTION OF CAPITAL STOCK

 

The following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by our Articles of Incorporation and Bylaws, and by the applicable provisions of Wyoming law.

 

Our authorized capital stock consists of 10,000,000,000 shares of common stock, no par value per share, of which 26,153,384 shares are issued and outstanding as of June 25, 2020.

 

Common Stock

 

The Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our common stock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from funds legally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution, liquidation or winding up, the assets will be divided pro rata on a share-for-share basis among holders of the shares of common stock. All shares of common stock outstanding are fully paid and non-assessable. Action Stock Transfer currently serves as transfer agent for the Common Stock.

 

Voting Rights

 

Holders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except as otherwise required by law. The holders of shares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

 

Liquidation Rights

 

Subject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up.

 

Absence of Other Rights

 

Holders of common stock have no preferential, preemptive, conversion or exchange rights.

 

Preferred Stock

 

Effective September 1, 2011, the Company authorized and issued 51 shares of Series A Preferred Stock, par value $0.001 to its CEO. In April 2014, the Company changed its par value on its preferred stock from $0.001 to $0.00001. The Series A Preferred Stock pays no dividends and has no conversion rights. Each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company.


38


 

EXPERTS

 

The audited consolidated financial statements of, Bergio International, Inc. for the year ended December 31, 2019 and included in this registration statement have been so included in reliance upon the report of BF Borgers CPA PC, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

 

The audited consolidated financial statements of, Bergio International, Inc. for the year ended December 31, 2018 and included in this registration statement have been so included in reliance upon the report of Tama, Budaj and Raab, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

 

LEGAL MATTERS

 

Matheau J. W. Stout, Esq. of Stout Law Group, P.A., of Baltimore, Maryland, will issue to Bergio International, Inc. its opinion regarding the legality of the common stock being offered hereby. Stout Law Group, P.A. has consented to the references in this prospectus to its opinion.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

 

A copy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

 

Upon effectiveness of the registration statement of which this prospectus is a part, we will be subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic information and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.thedispensingsolution.com. You may access our reports and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.


39


 

 

INDEX TO FINANCIAL STATEMENTS

 

 

Audited Financial Statements

 

 

 

As of December 31, 2019 and 2018

 

 

 

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets

F-3

Consolidated Statements of Operations

F-4

Consolidated Statement of Changes in Stockholder’s Equity (Deficit)

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

 

 

 

 

Unaudited Interim Financial Statements

 

 

 

As of March 31, 2020 and 2019

 

 

 

Condensed Consolidated Balance Sheets

F-25

Condensed Consolidated Statements of Operations

F-26

Consolidated Statement of Changes in Stockholder’s Deficit

F-27

Consolidated Statements of Cash Flows

F-28

Notes to the Consolidated Financial Statements

F-29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


40


 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Bergio International, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Bergio International, Inc. (the "Company") as of December 31, 2019, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2019

Lakewood, CO

May 15, 2020


F-1


 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Bergio, International, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Bergio International, Inc. ("the Company") as of December 31, 2018, and the related statements of income, comprehensive income, stockholders' equity, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ('PCAOB') and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management. as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses, has a stockholders’ deficit, has no cash on hand and has convertible debt that is overdue. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

We have served as the Company's accountants since 2018.

 

/s/ Tama, Budaj and Raab, LLP

Farmington Hills, Michigan

August 20, 2019


F-2


 

BERGIO INTERNATIONAL, INC.

Consolidated Balance Sheets

 

 

December 31,

2019

 

December 31,

2018

ASSETS:

 

 

 

Current assets:

 

 

 

 

 

Cash

$

22,790

 

$

-

 

 

Accounts receivable, net of allowance for doubtful accounts of

$-0- at December 31, 2019 and $-0- at December 31, 2018

 

85,711

 

 

39,354

 

 

Inventories

 

1,165,311

 

 

1,215,981

 

 

Deferred financing costs

 

18,652

 

 

-

 

 

Total current assets

 

1,292,464

 

 

1,255,335

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

65,835

 

 

 

 

Property and equipment, net

 

126,682

 

 

173,057

 

Investment in unconsolidated affiliate

 

5,828

 

 

5,828

 

 

 

 

 

 

 

Total assets

$

1,490,809

 

$

1,434,220

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT:

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

349,566

 

$

279,027

 

 

Bank lines of credit, net

 

-

 

 

-

 

 

Loans payable

 

30,000

 

 

125,000

 

 

Convertible debt

 

532,616

 

 

419,568

 

 

Operating lease liabilities - current

 

11,880

 

 

-

 

 

Advances from Principal Executive Officer and accrued interest

 

181,230

 

 

251,112

 

 

Deferred compensation - PEO

 

48,058

 

 

-

 

 

Derivative liability

 

396,220

 

 

-

 

 

Total current liabilities

 

1,549,570

 

 

1,074,707

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

 

 

Deferred compensation - CEO- long-term portion

 

297,513

 

 

795,571

 

 

Operating lease liabilities – long-term

 

53,955

 

 

-

 

 

Advances from Principal Executive Officer and accrued interest

 

202,487

 

 

204,429

 

 

Total long-term liabilities

 

553,955

 

 

1,000,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

2,103,525

 

 

2,074,707

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

Series A preferred stock - $0.0001 par value, 51 Shares

Authorized, 51 and 51 shares issued and outstanding

 

-

 

 

-

 

 

Common stock,  $0.0001 par value; 6,000,000,000 shares

authorized, 19,289,141 and 539,141 issued and

outstanding, respectively

 

193

 

 

5

 

 

Additional paid-in capital

 

11,047,546

 

 

7,984,920

 

 

Accumulated deficit

 

(11,660,455)

 

 

(8,625,412)

 

 

Total stockholders' deficit

 

(612,716)

 

 

(640,487)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

1,490,809

 

$

1,434,220

 

The accompanying notes are an integral part of these consolidated financial statements.


F-3


 

BERGIO INTERNATIONAL, INC.

Consolidated Statements of Operations

 

 

 

For the years ended

December 31,

 

 

2019

 

 

2018

 

 

 

 

 

 

Net sales

 

$

600,981

 

 

$

608,790

 

 

 

 

 

 

 

 

Cost of sales

 

 

221,105

 

 

 

369,058

 

 

 

 

 

 

 

 

 Gross margin

 

 

379,876

 

 

 

239,732

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 Selling, general and administrative

 

 

525,952

 

 

 

515,146

 

 

 

 

 

 

 

 

   Total operating expenses

 

 

525,952

 

 

 

515,146

 

 

 

 

 

 

 

 

Loss from operations

 

 

(146,076)

 

 

 

(275,414)

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 Interest expense

 

 

(120,725)

 

 

 

(141,900)

 Amortization of debt discount

 

 

(32,814)

 

 

 

-

 Amortization of deferred financing costs

 

 

(4,208)

 

 

 

-

 Change in fair value of derivatives

 

 

319,633

 

 

 

-

 Derivative expense

 

 

(660,853)

 

 

 

-

 Loss on extinguishment of debt

 

 

(2,390,000)

 

 

 

-

 

 

 

 

 

 

 

 

   Total other expense

 

 

(2,888,967)

 

 

 

(141,900)

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(3,035,043)

 

 

 

(417,314)

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

Net loss

 

$

(3,035,043)

 

 

$

(417,314)

 

 

 

 

 

 

 

 

Basic loss per common share

 

$

(0.83)

 

 

$

(0.84)

Diluted loss per common share

 

$

(0.83)

 

 

$

(0.84)

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 Basic and diluted

 

 

3,641,196

 

 

 

496,752

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.


F-4


 

BERGIO INTERNATIONAL, INC.

Consolidated Statement of Changes in Stockholder’s Equity (Deficit)

As of December 31, 2019

 

 

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders’

 

Shares

Amount

Capital

Deficit

Deficit

 

 

 

 

 

 

Balance at

January 1, 2018

4,622,047,391

$

46,218

$

7,881,784

$

(8,208,098)

$

(280,096)

 

 

 

 

 

 

 

 

 

 

Issuance of stock

for debt conversion

769,363,334

 

7,694

 

49,229

 

-

 

56,923

Net loss

-

 

-

 

-

 

(417,314)

 

(214,472)

 

 

 

 

 

 

 

 

 

 

Balance at

December 31, 2018

5,391,410,725

 

53,912

 

7,931,013

 

(8,625,412)

 

(640,487)

 

 

 

 

 

 

 

 

 

 

Reverse split

(5,390,871,584)

 

(53,907)

 

53,907

 

-

 

-

Intrinsic value associated

with convertible notes

-

 

-

 

157,496

 

-

 

157,496

Conversion of deferred

compensation to

common stock

17,000,000

 

170

 

2,889,830

 

-

 

2,890,000

Issuance of stock for debt

conversion

1,750,000

 

18

 

15,300

 

-

 

15,318

Net loss

-

 

-

 

-

 

(3,035,043)

 

(3,035,043)

 

 

 

 

 

 

 

 

 

 

Balance at

December 31, 2019

19,289,141

$

193

$

11,047,546

$

(11,660,455)

$

(612,716)

 

 

 

Preferred Stock

 

Shares

Amount

 

 

 

Balance at January 1, 2018

51

$        -

 

 

 

Balance at December 31, 2018

51

$        -

 

 

 

Balance at December 31, 2019

51

$        -

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.


F-5


 

BERGIO INTERNATIONAL, INC.

Consolidated Statements of Cash Flows

 

 

 

For the years ended

December 31,

 

 

2019

 

 

2018

Cash flows from operating activities:

 

 

 

 

 

 Net loss

 

$

(3,035,043)

 

 

$

(417,314)

 Adjustments to reconcile net loss to net cash

   used in operating activities:

 

 

 

 

 

 

 

   Depreciation and amortization

 

 

53,947

 

 

 

101,708

   Provision for bad debts

 

 

-

 

 

 

(76,227)

   Change in fair value of derivatives

 

 

(319,633)

 

 

 

-

   Derivative expense

 

 

660,853

 

 

 

-

   Amortization of right of use assets

 

 

2,712

 

 

 

-

   Deferred financing costs

 

 

4,208

 

 

 

-

   Amortization of debt discount

 

 

32,814

 

 

 

-

   Loss on extinguishment of debt

 

 

2,390,000

 

 

 

-

 Changes in assets and liabilities:

 

 

 

 

 

 

 

   Accounts receivable

 

 

(46,357)

 

 

 

98,384

   Inventories

 

 

50,670

 

 

 

(37,335)

   Deferred compensation

 

 

50,000

 

 

 

167,262

   Operating lease obligations

 

 

(2,712)

 

 

 

-

   Accounts payable and accrued liabilities

 

 

73,587

 

 

 

66,941

 Net cash used in operating activities

 

 

(84,954)

 

 

 

(96,581)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 Sale of RS Fisher

 

 

-

 

 

 

-

 Acquisition of property and equipment

 

 

(7,572)

 

 

 

(31,345)

Net cash used in investing activities

 

 

(7,572)

 

 

 

(31,345)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

  Proceeds from loan payable

 

 

30,000

 

 

 

125,000

  Proceeds from convertible debt

 

 

157,140

 

 

 

-

 Advances (repayments) of bank lines of credit, net

 

 

-

 

 

 

(14,700)

 (Payments) advances from stockholder and accrued interest, net

 

 

(71,824)

 

 

 

(4,095)

Net cash provided by financing activities

 

 

115,316

 

 

 

106,205

 

 

 

 

 

 

 

 

Net increase (decrease) increase in cash

 

 

22,790

 

 

 

(21,721)

 Cash,  beginning of year

 

 

-

 

 

 

21,721

 Cash,  end of year

 

$

22,790

 

 

 

-0-

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 Cash paid for taxes

 

$

-

 

 

 

-

 Cash paid for interest

 

$

58,038

 

 

 

58,038

 

 

 

 

 

 

 

 

Supplemental non-cash information

 

 

 

 

 

 

 

 Issuance of convertible debt for deferred financing costs

 

$

22,860

 

 

 

-

 Debt discount from fair value of imbedded derivative

 

 

337,496

 

 

 

-

 Reclassification of loan payable to convertible debt

 

 

125,000

 

 

 

 

 Issuance of common stock for convertible debt and accrued interest

 

$

15,318

 

 

 

56,923

 

The accompanying notes are an integral part of the consolidated financial statements.


F-6


BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

 

Note 1. Business, Organization, and Liquidity

 

Business and Organization

 

Bergio International, Inc. (the “Company”) was incorporated in the State of Delaware on July 24, 2007 under the name Alba Mineral Exploration, Inc.  On October 21, 2009, as a result of a Share Exchange Agreement, the corporation’s name was changed to Bergio International, Inc. The Company is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States and is headquartered in Fairfield, New Jersey. The Company also two retail stores located in Closter, NJ and Atlantic City, NJ. The Company’s intent is to take advantage of the Bergio brand and establish a chain of retail stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores.

 

In September 2019, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-10,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock split.

 

On February 19, 2020, the Company changed its state of incorporation to the State of Wyoming.

 

Basis of Presentation

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary consisting of normal recurring adjustments to present fairly the financial position of the Company as of December 31, 2019, the results of operations for the years ended December 31, 2019 and 2018, and statements of cash flows for the years ended December 31, 2019 and 2018. The financial statements have been prepared in accordance with the requirements of Form 10-K.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.

 

The Company has suffered recurring losses, and at December 31, 2019, the Company had a stockholders’ deficit of $612,716. As of December 31, 2019, the Company had only $22,790 cash on hand and $470,289 in convertible debentures due on December 31, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.

 

In addition to obtaining new customers and increasing sales to existing customers, management plans to achieve profitability by also establishing Bergio as a holding company for the purpose of establishing retails stores worldwide. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

 

 


F-7


BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 2. Summary of Significant Accounting Policies

 

Principles of Consolidation:

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.

 

Use of Estimates:

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties:

 

The Company’s operations are subject to a number of risks, including but not limited to changes in the general economy, demand for the Company’s products, and the success of its customers.

 

Revenue Recognition:

 

Revenues are recognized at the time of shipment to with the price to the buyer being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists.

 

Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

 

Fair Value of Financial Instruments:

 

The Company estimates that the fair value of all financial instruments at December 31, 2019 and, 2018, as defined in FASB ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.

 

The carrying amounts reported in the balance sheets as of December 31, 2019 and 2018 for cash, accounts receivable, inventories and accounts payable and loans payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value.

 

 


F-8


BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 2. Summary of Significant Accounting Policies (continued)

 

Accounting for Income Taxes:

 

The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized.

 

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse.  The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.

 

Income Tax Uncertainties:

 

The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The implementation of ASC 740-10 had no impact on the Company’s results of operations or financial position.

 

Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation.

 

Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31, 2019 and 2018, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2019 and 2018.

 

Cash and Cash Equivalents:

 

Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at December 31, 2019 and December 31, 2018.

 

 

 


F-9


BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 2. Summary of Significant Accounting Policies (continued)

 

Accounts Receivable:

 

Accounts receivable are generated from sales of fine jewelry to retail outlets throughout the United States. At December 31, 2019 and December 31, 2018, accounts receivable were substantially comprised of balances due from retailers.

 

The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information.  The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified.  While such credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue.

 

An allowance for doubtful accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering the customer’s financial condition, credit history and current economic circumstance. The Company historically has been able to collect the accounts receivable balance during a period of nine months to a year. While credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. As of December 31, 2019 and 2018, the allowance for doubtful accounts was $-0- and $-0-, respectively.

 

Concentrations of Credit Risk:

 

Cash Held in Banks: The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

 

Accounts Receivable: The Company’s customer base is primarily comprised of balances due from retailers. Concentrations of credit risk with respect to accounts receivable is limited due to the wide variety of customers and markets into which the Company’s services are provided, as well as their dispersion across many different geographical areas. The Company has been expanding its brand into retail stores. These sales come with a lower degree of credit risk as these sales are made by cash or credit card. As is characteristic of the Company’s business and of the jewelry industry generally, the Company extends its customers seasonal credit terms.  The carrying amount of receivables approximates fair value. The Company routinely assesses the financial strength of its customers and believes its credit risk exposure on accounts receivable is limited. Based on management’s review of accounts receivable, an allowance for doubtful accounts is recorded, if appropriate. The Company does not require collateral to support these financial instruments.

 

Inventories:

 

Inventories consist primarily of finished goods, and are stated at the lower of cost or market.  Cost is determined using the weighted average method, and average cost is recomputed after each inventory purchase or sale.  Inventories are written down if the estimated net realizable value is less than the recorded value, if appropriate. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Company’s forecasts of future sales and age of inventory.

 

Subsequent Events:

 

The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2019 through the issuance of the accompanying financial statements.


F-10


BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 2. Summary of Significant Accounting Policies (continued)

 

Property and Equipment:

 

Equipment is stated at cost, net of accumulated depreciation.  Depreciation and amortization are provided on a straight-line basis over periods ranging from 5 to 10 years.

 

Leasehold improvements are amortized over the term of the lease or the useful life of the asset, whichever is shorter.

 

Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred.

 

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statement of Operations.

 

Long-Lived Assets:

 

The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the years ended December 31, 2019 and 2018.

 

Investment in Unconsolidated Affiliates:

 

The Company owns less than 20% or otherwise does not exercise significant influence, are stated at cost. At December 31, 2019 and December 31, 2018, the Company had an investment in which the Company owned less than 1% interest in an unconsolidated affiliate and therefore the investment is carried at cost.

 

Equity-Based Compensation:

 

The Company accounts for equity based compensation transactions with employees under the provisions of ASC Topic No. 718, “Compensation: Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stocks, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of Topic No. 718.

 

The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.


F-11


BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 2. Summary of Significant Accounting Policies (continued)

 

Net (Loss) Income per Common Share:

 

Basic net (loss) income per share attributable to common stockholders is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period.  Diluted income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, including common stock equivalents, such as stock options and warrants using the treasury stock method.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period and excludes the anti-dilutive effects of common stock equivalents.

 

Recently Adopted Authoritative Pronouncements

 

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. On adoption, the Company recognized additional operating lease liabilities of approximately $911,000 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

 

In June 2018, the FASB, issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting Standards Codification, or ASC, 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The guidance is effective for public business entities in annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including in an interim period for which financial statements have not been issued, but not before an entity adopts ASC 606. This was adopted on January 1, 2019 and did not have a material impact on the financial position and results of operations.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations.

 

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements.


F-12


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 3. Basic and Diluted Income (Loss) Per Share

 

Net loss per share has been computed according to FASB ASC 260, “Earnings per Share,” which requires a dual presentation of basic and diluted earnings (loss) per share (“EPS”). Basic EPS represents net loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities, including warrants and options, were converted into common stock. The dilutive effect of outstanding warrants, options, and/or conversions is reflected in earnings per share by use of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise. For the years ended December 31. 2019 and 2018, basic net loss per share equaled the diluted loss per share, since the effect of shares potentially issuable upon exercise or conversion was anti-dilutive.  For the years ended December 31, 2019 and 2018, 10,108,052 and 582,288 shares, respectively, issuable upon the conversion of convertible debt were not included in the computation of diluted net loss because their inclusion would be anti-dilutive.

 

 

 

December 31,

2019

 

December 31,

2018

Basic net loss per share computation:

 

 

 

 

 Net loss

 

$

(3,035,043)

 

$

(417,314)

 Weighted-average common shares outstanding

 

 

3,641,196

 

 

496,752

 Basic net loss per share

 

$

(0.83)

 

$

(0.84)

Diluted net loss per share computation:

 

 

 

 

 

 

 Net loss

 

$

(3,035,043)

 

$

(417,314)

 Weighted-average common shares outstanding:

 

 

3,641,196

 

 

496,752

 Incremental shares attributable to the assumed exercise of

outstanding stock options and warrants

 

 

--

 

 

--

 Total adjusted weighted-average shares

 

 

3,641,196

 

 

496,752

 Diluted net loss per share

 

$

(0.83)

 

$

(0.84)

 

 

Note 4. Property and Equipment

 

Property and equipment consists of the following:

 

 

 

December 31,

 

 

2019

 

 

2018

 

 

 

 

 

 

Leasehold improvements

 

$

356,693

 

 

$

349,121

Office and equipment

 

 

566,308

 

 

 

566,308

Selling equipment

 

 

8,354

 

 

 

8,354

Furniture and fixtures

 

 

18,487

 

 

 

18,487

 

 

 

 

 

 

 

 

Total at cost

 

 

949,842

 

 

 

942,270

Less: Accumulated depreciation & amortization

 

 

(823,160)

 

 

 

(769,213)

 

 

 

 

 

 

 

 

 

 

$

126,682

 

 

$

173,057

 

Depreciation and amortization expense related to the assets above for the years ended December 31, 2019 and 2018 was $53,947 and $101,708, respectively.


F-13


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 5. Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities consist of the following:

 

 

 

December 31,

 

 

2019

 

 

2018

 

 

 

 

 

 

Accounts payable

 

$

102,779

 

 

$

121,493

Accrued interest

 

 

207,284

 

 

 

143,024

Accrued liabilities - other

 

 

39,503

 

 

 

14,510

 

 

 

 

 

 

 

 

 

 

$

349,566

 

 

$

279,027

 

 

Note 6. Related Party

 

Advances from Principal Executive Officer and Accrued Interest

 

The Company receives periodic advances from its principal executive officer based upon the Company’s cash flow needs. At December 31, 2019 and December 31, 2018, $383,717 and $455,541, respectively, was due to such officer, including accrued interest. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. As such, all deferred compensation in the amount of $795,571 and $204,429 of the advances was classified as a long-term liability at December 31, 2018. During the year ended December 31, 2019, the principal executive officer converted $500,000 of deferred compensation for common stock of the Company. As such, as of December 31, 2019, deferred compensation of $297,513 and $202,487 of the advances, totaling $500,000, was classified as a long-term liability. Interest expense is accrued at an average annual market rate of interest which was 4.75% and 5.25% at December 31, 2019 and December 31, 2018, respectively. Interest expense due to such officer was $52,494 and $45,392 for the years ended December 31, 2019 and 2018, respectively. Accrued interest was $202,487 and $149,993 at December 31, 2019 and 2018, respectively. No terms for repayment have been established.

 

Effective February 28, 2010, the Company entered into an employment agreement with its PEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the “Base Salary”). The PEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the PEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the PEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company’s then outstanding shares of common stock.  Such issuances shall be made to the PEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company.

 

 

 

 

 


F-14


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 6. Related Party (continued)

 

Effective September 1, 2011, the Company and PEO entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) which primarily retains the term and compensation of the original agreement. The Amended Agreement, however, removes the section which previously provided for the issuance of Company common stock to the CEO, from time to time, when the Company is unable to pay the CEO the full amount of his Base Salary (as defined in the Amended Agreement) which would allow the CEO to maintain a fifty-one percent (51%) share of the Company’s outstanding common stock.  However, the CEO does have the right to request all or a portion of his unpaid Base Salary be paid with the Company’s restricted common stock. In addition, the Amended Agreement provides for the issuance of 51 shares of newly authorized Series A Preferred Stock to be issued to the CEO. As defined in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock, each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company. Effective November 3, 2011, the CEO notified the Company that for the one year period, retroactive from April 1, 2011, through December 31, 2012, he would reduce his Base Salary to $100,000. The reduction in base compensation was subsequently extended to December 31, 2013. The CEO is currently deferring his salary to conserve cash. Deferred wages due to the CEO amounted to $795,571 and $628,309 for the periods ended December 31, 2018 and December 31, 2017, respectively. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. This amount was reduced t $500,000 after the PEO converted $500,000 of deferred compensation into 17,000,000 shares of common stock of the Company. As of December 31, 2019 and 2018, deferred compensation due to the PEO were $345,571 and $795,571, respectively. As of December 31, 2019 and 2018, $297,513 and $795,571, respectively, of these amounts were classified as a long-term liability.

 

On January 1, 2019, the CEO amended his employment agreement with the Company for a term of one year expiring December 31, 2019. The agreement primarily retains the terms of the Amended Agreement, but lowers the compensation to $100,000 for the year. Effective July 1, 2019, the Principal Executive Officer agreed to stop deferral of his salary at least through December 31, 2019 as a result of the financial situation of the Company as a result of the Company’s financial condition. Effective January 1, 2020, the CEO’s salary was restated back to $175,000.

 

 

Note 7. Convertible Debt

 

Fife, Typenex and Iliad

 

In December 2012, the Company entered into a $325,000 convertible note with Fife consisting of three tranches to be drawn down with the first tranche totaling $125,000, including $25,000 in loan costs and additional two tranches totaling $200,000. The note bears a 5% annual interest rate and matures eighteen months from the date of issuance. The note is convertible into shares of the Company’s common stock based on 70% of the average of the three lowest closing prices of the common stock for the proceeding 15 consecutive trading days immediately prior to the conversion. During 2013, the conversion price was fixed at $0.005 per share. As of December 31, 2012, the Company only drew down the first tranche totaling $125,000. On February 11, 2013, April 5, 2013, April 23, 2013, and July 1, 2013, the Company drew down an additional $250,000.

 

On June 5, 2014, the Company, Fife, Typenex and Iliad Research and Trading, LLP (“Iliad”) entered into an Assignment and Assumption Agreement and Note Purchase Agreement (the “Note Purchase Agreement”) whereby Iliad acquired all of Fife’s and Typenex’s right, title, obligations and interest in, to and arising under the Company Notes (as defined in the Note Purchase Agreement) and the Note Purchase Documents (as defined in the Note Purchase Agreement).

 

 


F-15


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 7. Convertible Debt (continued)

 

On October 17, 2014, the Company entered into a financing arrangement with Iliad to provide additional financing in the amount of up to $450,000 through the issuance of a Secured Convertible Promissory Note (the “Note”). The Company agreed to cover Iliad’s legal, accounting and other related fees in the amount of $5,000, which is included in the principal balance of the Note. The Note will accrue interest at the rate of 8% per annum until the Note is paid in full. Monies are to be drawn in eight tranches with the initial tranche in the amount of $105,000, and the remaining balance of $350,000 in seven tranches of $50,000 each. The Company drew down the initial tranche on October 17, 2014. The Note has a maturity date of July 17, 2016.

 

Beginning six months after October 17, 2014 and on the same day each month thereafter, the Company shall make an installment payment, based upon the unpaid balance. At the option of the Company, payments may be made in cash or by converting the installment amount into shares of the Company’s common stock. The conversion price is equal to the lesser of (i) $0.0005 per share and (ii) 67.5% of the average of the three lowest closing bid prices in the 15 trading days immediately preceding the conversion. The Company has the right to prepay the Note at 135% of the outstanding balance at the time of prepayment. During the year ended December 31, 2019, principal of $12,270 and accrued interest of $3,048 was converted into 1,750,000 shares of common stock. During the year ended December 31, 2018, principal of $14,733 and accrued interest of $907 was converted into 23,000 shares of common stock. The outstanding balances at December 31, 2019 and December 31, 2018 were $7,123 and $19,393, respectively with accrued interest of $54 and $1,457 at December 31, 2019 and December 31, 2018, respectively.

 

During the year ended December 31, 2014, the Company drew down an additional $314,703. During the years ended December 31, 2019 and 2018, there were no conversions. The outstanding balances at December 31, 2019 and December 31, 2018 were $329,175 and $329,175 respectively, with accrued interest of $141,487 and $104,823 at December 31, 2019 and December 31, 2018, respectively.

 

111 Recovery Corp.

 

On March 11, 2015, the Company entered into an 8% convertible note in the amount of $38,000 with Vis Vires Group, subsequently assigned to 111 Recovery Group. The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The note is convertible into shares of the Company’s common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. There were no conversions during the year ended December 31, 2019.  During the year ended December 31, 2018, accrued interest of $16,800 was converted into 18,667 shares of common stock. The Company is currently in default, and interest accrues at the default interest rate of 22%.  The outstanding balances at December 31, 2019 and 2018 were $38,000 and $38,000, respectively, with accrued interest of $20,411 and $9,520 at December 31, 2019 and December 31, 2018, respectively. The Company is currently negotiating an extension to this note.

 

On April 30, 2015, the Company entered into an 8% convertible note in the amount of $33,000 with Vis Vires, subsequently assigned to 111 Recovery Group. The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The note is convertible into shares of the Company’s common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. There were no conversions during the years ended December 31, 2019 and 2018. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balance at December 31, 2019 and 2018 were $33,000 with accrued interest of $31,953 and $9,644 at December 31, 2019 and 2018, respectively. The Company is currently negotiating an extension to this note.

 

 


F-16


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 7. Convertible Debt (continued)

 

Sims Investment Holdings, Inc.

 

During 2018, the Company received $125,000 in the form of a note payable. On July 1, 2019 (“Maturity Date”), the amount was converted into a 10% convertible promissory note.  The principal and accrued interest from the original notes payable become due on July 1, 2019. The note accrues interest on the unpaid principal balance at the rate of 10% per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of 10% per annum from the due date until paid (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. The note is convertible into shares of the Company’s common stock, at the option of the holder. . The conversion price shall be $0.01 per common share. There were no conversions during the year ended December 31, 2019. The Company is currently in default, and interest accrues at the default interest rate of 10%.  The outstanding balance at December 31, 2019 was $125,000 with accrued interest of $9,514 at December 31, 2019.

 

Auctus Funds, LLC.

 

On November 6, 2019, the Company entered into a 12% convertible promissory note in the amount of $125,000 with Auctus Fund, LLC. The principal and accrued interest is payable on or before August 20, 2020 and interest accrues at the rate of 12% per annum. Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-four percent (24%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid (the “Default Interest”).  The Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this note into fully paid and non-assessable shares of common stock.

 

The conversion price shall equal the lesser of: (i) the lowest trading price during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this Note, and (ii) the variable conversion which shall mean 60% multiplied by the lowest trading price for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date. Furthermore, the conversion price may be adjusted downward if, within three (3) business days of the transmittal of the notice of conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion.

 

Crown Bridge Partners Inc.

 

On October 29, 2019, the Company entered into a 10% convertible promissory note in the amount of $100,000 with Crown Bridge Partners, LLC. This Note carries a prorated original issue discount of up to $8,000.00 to cover the Holder’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the note, which is included in the principal balance of this note. The holder paid $23,000 for the first tranche ($25,000 less $2,000 discount). The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment as well as any accrued and unpaid interest and other fees. Interest accrues at the rate of 10% per annum, and shall be computed on the basis of a 365 day year and the actual number of days elapsed. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate the of lesser of (i) 15% per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid (the “Default Interest”).  The Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this note into fully paid and non-assessable shares of common stock.

 

The conversion price shall mean 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this note. The conversion price shall be subject to a floor price of $0.000035.


F-17


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 7. Convertible Debt (continued)

 

Fidelis Capital, LLC.

 

On November 5, 2019, the Company entered into a 10% convertible promissory note in the amount of $30,000 with Fidelity Capital, LLC. The principal and accrued interest is payable on or before November 5, 2020 and interest accrues at the rate of 10% per annum. If the borrower fails to pay the default amount within five (5) business days of written notice that such amount is due and payable, then the holder shall have the right at any time (and so long and to the extent that there are sufficient authorized shares), to require the borrower, upon written notice, to immediately issue, in lieu of the default amount, the number of shares of common stock of the borrower equal to the default amount divided by the conversion price then in effect.

 

The Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this note into fully paid and non-assessable shares of common stock.

The conversion price shall mean a price which is a 40% discount to the lowest trading price in the fifteen (15) days prior to the day that the Holder requests conversion.

 

As of December 31, 2019 and December 31, 2018, total convertible debt was $532,616 and $419,568, respectively, net of debt discount of $179,682 and $-0-, respectively.

 

 

Note 8. Derivative Liability

 

The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. During the year ended December 31, 2019, the Company recorded debt discount in the amount of $337,496. Amortization of debt discount amounted to $95,487 and $-0- for the years ended December 31, 2019 and 2018, respectively. Unamortized debt discount at December 31, 2019 and 2018, were $242,009 and $-0-, respectively. The derivative liability is revalued each reporting period using the Black-Scholes model. As of December 31, 2019 and December 31, 2018, the derivative liability was $396,220 and $-0-, respectively.

 

The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note at December 31, 2019:

 

Stock Price - The stock price was based closing price of the Company’s stock as of the valuation date, which was $.031 at December 31, 2019.

 

Variable Conversion Prices - The conversion price was based on: (i) 40% discount to the lowest trading price in the fifteen (15) days prior to the conversion at December 31, 2019 for Fidelis Capital; (ii) 60% multiplied by the lowest trading price during the previous twenty-five (25) trading day period prior to the conversion at December 31, 2019 for Crown Bridge Partners; (iii)  the lesser of: (a) the lowest trading price during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this Note, and (b) the variable conversion which shall mean 60% multiplied by the lowest trading price for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion at December 31, 2019 for Auctus Fund, LLC.

 

Time to Maturity - The time to maturity was determined based on the length of time between the valuation date and the maturity of the debt. Time to maturity ranged from 302 to 310 days at December 31, 2019.


F-18


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 8. Derivative Liability (continued)

 

Risk Free Rate - The risk free rate was based on the Treasury Note rate as of the valuation dates with a term commensurate with the remaining term of the debt. The risk free rate at December 31, 2019 was 1.59%, based on the term of the note.

 

Volatility - The volatility was based on the historical volatility of the Company. The average volatility was 568.70% at December 31, 2019.

 

Note 9. Stockholders’ Equity

 

The Company is authorized to issue 6,000,000,000 shares of common stock, par value $0.00001 per share and 51 shares of preferred stock, par value $0.00001 per share. At December 31, 2019 and December 31, 2018, there were 19,289,141 and 539,141 common shares issued and outstanding, respectively. On April 3, 2014, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to reduce the par value of all shares of common stock and preferred stock from $0.001 to $0.00001 per share.  On February 26, 2014, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of capital stock of the Company to 6,000,000,000 shares. Effective on October 14, 2014, the Company filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-1,000 reverse stock split of the Company’s common stock. In September 2019, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-10,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock split.

 

All share and per share data has been adjusted to reflect such stock splits and change in par value. Effective September 1, 2011, the Company authorized and issued 51 shares of Series A Preferred Stock, par value $0.001 to its CEO. In April 2014, the Company changed its par value on its preferred stock from $0.001 to $0.00001. The Series A Preferred Stock pays no dividends and has no conversion rights. Each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company.

 

For the year ended December 31, 2019, the Company issued the following shares of common stock:

 

1)On October 19, 2019, we issued 17,000,000 shares of common stock valued at $2,890,000 to Berge Abajian, the Company’s President and PEO, for conversion of deferred compensation. 

2)On November 27, 2019, we issued 1,750,000 shares of common stock valued at $15,318 to Illiad for conversion of its convertible debt and accrued interest. 

 

For the year ended December 31, 2018, the Company issued the following shares of common stock:

 

1)On February 8, 2018, we issued 23,000 shares of common stock valued at $15,640 to Illiad Capital for conversion of its convertible debt and accrued interest. 

2)On May 9, 2018, we issued 55,556 shares of common stock valued at $5,000 to KBM Financial for conversion of its convertible debt and accrued interest. 

3)On October 4, 2018, we issued 24,200 shares of common stock valued at $14,520 to KBM Financial for payment of accrued interest. 

4)On October 8, 2018, we issued 5,514 shares of common stock valued at $4,963 to KBM Financial for payment of accrued interest. 

5)On October 8, 2018, we issued 18,667 shares of common stock valued at $16,800 to VisVires, subsequently assigned to 111 Recovery Group, for payment of accrued interest. 


F-19


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 10. Income Taxes

 

The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. The Company has federal net operating loss (“NOL”) carryforwards of approximately $5,025,000 as of December 31, 2019, expiring through various dates through 2036.

 

The foregoing amounts are management’s estimates and the actual results could differ from those estimates. Future profitability in this competitive industry depends on continually obtaining and fulfilling new profitable sales agreements and modifying products.  The inability to increase sales could reduce estimates of future profitability, which could affect the Company’s ability to realize the deferred tax assets. Significant components of the Company’s deferred tax assets and liabilities are summarized as follows:

 

 

 

December 31,

 

December 31,

 

 

2019

 

2018

Deferred tax assets:

 

 

 

 

  Net operating loss carryforwards

 

$

1,407,182

 

$

1,372,854

  Startup costs

 

 

1,827

 

 

2,359

  Deferred compensation

 

 

103,671

 

 

238,671

  Depreciation

 

 

(38,004)

 

 

(16,406)

  Deferred tax asset

 

 

1,474,676

 

 

1,597,479

  Less valuation allowance

 

 

(1,474,676)

 

 

(1,597,459)

 

 

 

 

 

 

 

  Deferred tax asset, net

 

$

--

 

$

--

 

The 2017 Tax Cuts and Jobs Act (“Tax Reform”) was enacted on December 22, 2017. The Tax Reform includes a number of changes in existing tax law impacting businesses including a permanent reduction in the U.S. federal statutory rate from 34% to 21%, effective on January 1, 2018. Under U.S. GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are measured at the enacted tax rate. The rate reconciliation includes the Company’s assessment of the accounting under the Tax Reform and is based on information that was available to management at the time the consolidated financial statements were prepared.

 

Based upon the net losses historically incurred and, the prospective global economic conditions, management believes that it is not more likely than not that the deferred tax asset will be realized and has provided a valuation allowance of 100% of the deferred tax asset.

 

A reconciliation of the income tax (benefit) provision at the statutory Federal tax rate of 21% and 321%, respectively, for the years ended December 31, 2019 and 2018 to the income tax (benefit) provision recognized in the financial statements is as follows:

 

 

 

December 31,

 

 

December 31,

 

 

2019

 

 

2018

U.S. statutory rate

 

 

(21%)

 

 

 

(21%)

Income tax expenses - state and local, net of federal benefit

 

 

6%

 

 

 

6%

Change in valuation allowance

 

 

15%

 

 

 

15%

 

 

 

 

 

 

 

 

Effective tax rate

 

 

--

 

 

 

--

 

 


F-20


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 11. Commitments

 

Business Interruption

 

The Company may be impacted by public health crises beyond its control. This could disrupt its operations and negatively impact sales of its products. The Company’s customer and, suppliers may experience similar disruption. In December 2019, a novel strain of the Coronavirus, COVID-19, was reported to have surfaced in Wuhan, China, which has evolved into a pandemic. This situation and preventative or protective actions that governments have taken to counter the effects of the pandemic have resulted in a period of business disruption, including delays in shipments of products and raw materials. COVID-19 has spread to over 175 countries, including the United States, and efforts to contain the spread of COVID-19 have intensified. To the extent the impact of COVID-19 continues or worsens, the demand for the Company’s products may be negatively impacted. COVID-19 has also impacted the Company’s sales efforts as it has been forced to shut down its two New Jersey retail stores. The Company’s ability to promote sales through promotional activities has also been constrained. Trade shows and sales conferences, major events used to introduce and sell the Company’s products, have been postponed indefinitely. The length and severity of the pandemic could also affect the Company’s wholesale sales, which could in turn result in reduced sales and a lower gross margin.

 

Note 12. Litigation

 

The Company is currently not involved in any litigation that it believes could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Note 13. Significant Customer Concentrations

 

During the year ended December 31, 2019, the Company had four customers, each over 5% of sales, which accounted for 32% of total sales. No other no single customer accounted for over 5% or more of our annual sales.  During the year ended December 31, 2018, the Company had one customer that accounted for 6% of total sales. No other no single customer accounted for over 5% or more of our annual sales.

 

As of December 31, 2019 accounts receivable, net amounted to only $85,711 and two customers represented 84% of this balance. As of December 31, 2018 accounts receivable, net amounted to only $39,354 and three customers represented 91% of this balance.

 

Note 14. Fair Value Measurements

 

FASB ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements.

 

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).


F-21


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 14. Fair Value Measurements (continued)

 

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

 

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

 

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

 

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The valuation techniques that may be used to measure fair value are as follows:

 

Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities

 

Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method

 

Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)

 

The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility have variable rates that reflect currently available terms and conditions for similar debt.

 

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has no assets or liabilities that are required to be classified.

 

In addition, the FASB issued, “The Fair Value Option for Financial Assets and Financial Liabilities. This guidance expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value.  The Company did not elect the fair value option for any of its qualifying financial instruments.

 

 

 


F-22


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 14. Fair Value Measurements (continued)

 

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2019 and December 31, 2018. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

December 31, 2019

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liability

 

$

-

 

 

$

396,220

 

 

$

-

 

 

$

396,220

Total liabilities

 

$

-

 

 

$

396,220

 

 

$

-

 

 

$

396,220

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liability

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

Total Liabilities

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

The following table provides a summary of the changes in fair value of our Level 3 financial liabilities for the years ended December 31, 2019 and 2018 as well as the unrealized gains or losses included in income.

 

 

 

December 31,

 

December 31,

 

 

2019

 

2018

 

 

 

 

 

Fair value at beginning of period

 

$

-0-

 

$

-0-

  

 

 

 

 

 

 

  New issuances

 

 

715,853

 

 

-

  Change in fair value

 

 

(319,633)

 

 

-

 

 

 

 

 

 

 

Fair value at end of period

 

$

396,220

 

$

--

 

Note 15. Operating Lease Liability

 

The Company leases certain office and manufacturing facilities and equipment.

 

Currently, we lease a 1,730 square feet in Fairfield, NJ for our offices. The lease expired in August 31, 2010, and is being renewed on a month-to-month basis.

 

Rent expense for the Company's operating leases for year ended December 31, 2019 and 2018 amounted to approximately $53,919 and $30,218, respectively.

 

The Company leases retail space at two different locations. One lease has monthly payments from $1,350 to $1,665 which expires in May 2024. The second lease has a contingent rental based on 10% of sales. Contingent rentals are not included in operating lease liabilities. The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date. The Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings. The Company used a discount rate of 10% at December 31, 2019.


F-23


 

BERGIO INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (continued)

 

Note 15. Operating Lease Liability (continued)

 

The following table reconciles the undiscounted future minimum lease payments (displayed by year in aggregate) under non-cancelable operating leases with terms more than one year to the total operating lease liabilities on the consolidated balance sheet as of December 31, 2019:

 

2020

$

17,460

2021

 

18,180

2022

 

18,900

2023

 

19,700

2023 and thereafter

 

6,660

Total minimum lease payments

 

80,900

Less amounts representing interest

 

(15,065)

Present value of net minimum lease payments

 

65,835

Less current portion

 

(11,880)

Long-term capital lease obligation

$

53,955

 

Disclosures related to periods prior to adoption of ASU 2016-02

 

The Company adopted ASU 2016-842 using the retrospective method at January 1, 2019 as noted in Note 5”New Authoritative Accounting Guidance”. As required, the following disclosure is provided for periods prior to adoption. Minimum operating lease commitments as of December 31, 2018 that have initial or remaining lease terms in excess of one year as follows:

 

 

 

Years Ended

December 31, 2018

2019

 

 

5,400(1)

 

(1)The above amount does not include contingent rentals which may be paid under lease agreement with Ocean Resort Casino. This rental is based upon 10% of gross sales at this location. 

 

(2)Lease renewal for the first retail space did not get executed until April 2019, and, as such, rental obligations are not included in the above amounts as of December 31, 2018. 

 

Note 16. Subsequent Event

 

The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease (COVID-19) which in March 2020, was been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.

 

 

 

 

 

 

 

 


F-24


 

Unaudited Interim Financial Statements

 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

 

March 31,

2020

 

December 31,

2019

 

(unaudited)

 

 

ASSETS:

 

 

 

Current assets:

 

 

 

 Cash

$

-

 

$

22,790

 Accounts receivable, net of allowance for doubtful accounts of

   $-0- at March 31, 2020 and $-0- at December 31, 2019

 

77,890

 

 

85,711

 Inventories

 

1,188,146

 

 

1,165,311

 Prepaid expenses

 

28,120

 

 

-

 Deferred financing costs

 

11,897

 

 

18,652

 Total current assets

 

1,306,053

 

 

1,292,464

 

 

 

 

 

 

 Property and equipment, net

 

118,257

 

 

126,682

 Operating lease right-of-use assets

 

63,055

 

 

65,835

 Investment in unconsolidated affiliate

 

5,828

 

 

5,828

 

 

 

 

 

 

Total assets

$

1,493,193

 

$

1,490,809

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT:

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 Accounts payable and accrued liabilities

$

397,849

 

$

349,566

 Loans payable

 

30,000

 

 

30,000

 Convertible debt

 

562,495

 

 

532,616

 Deferred compensation - CEO - current

 

75,399

 

 

48,058

 Advances from Principal Executive Officer and accrued interest

 

167,310

 

 

181,230

 Derivative liability

 

1,609,602

 

 

396,220

 Operating lease liabilities - current

 

12,302

 

 

11,880

 Total current liabilities

 

2,854,957

 

 

1,549,570

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

 Deferred compensation - CEO - long-term portion

 

295,173

 

 

297,513

 Advances from Principal Executive Officer and accrued interest

 

204,827

 

 

202,487

 Operating lease liabilities - long-term

 

50,753

 

 

53,955

 Total long-term liabilities

 

550,753

 

 

553,955

 

 

 

 

 

 

Total Liabilities

 

3,405,710

 

 

2,103,525

 

 

 

 

 

 

Commitments and contingencies

 

-

 

 

-

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 Series A preferred stock - $0.00001 par value, 51 Shares

   Authorized, 51 and 51 shares issued and outstanding

 

-

 

 

-

 Common stock,  $0.00001 par value; 6,000,000,000 shares

   Authorized 22,449,945 and 19,289,141 issued and

   outstanding, respectively

 

245

 

 

193

 Additional paid-in capital

 

11,218,594

 

 

11,047,546

 Accumulated deficit

 

(13,131,356)

 

 

(11,660,455)

 Total stockholders' deficit

 

(1,912,517)

 

 

(612,716)

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

1,493,193

 

$

1,490,2809

 

The accompanying notes are an integral part of these consolidated financial statements.


F-25


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

2020

 

2019

 

 

 

 

 

Sales, net

 

$

75,393

 

$

137,109

 

 

 

 

 

 

 

Cost of sales

 

 

26,306

 

 

38,946

 

 

 

 

 

 

 

Gross profit

 

 

49,087

 

 

98,163

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 Selling, general and administrative expenses

 

 

228,103

 

 

160,220

Total operating expenses

 

 

228,103

 

 

160,220

 

 

 

 

 

 

 

Loss from operations

 

 

(179,016)

 

 

(62,057)

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 Interest expense

 

 

(18,770)

 

 

(28,791)

 Amortization of debt discount

 

 

(52,978)

 

 

 

 Amortization of deferred financing costs

 

 

(6,755)

 

 

 

 Change in fair value of derivatives

 

 

(1,213,382)

 

 

-

Total other income (expense)

 

 

(1,291,885)

 

 

(28,791)

 

 

 

 

 

 

 

Loss before provision for  income taxes

 

 

(1,470,901)

 

 

(90,848)

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

-

 

 

 

 

 

 

 

Net loss

 

$

(1,470,901)

 

$

(90,848)

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.07)

 

$

(0.17)

 

 

 

 

 

 

 

Weighted average common shares outstanding :

 Basic and Diluted

 

 

20,920,043

 

 

539,141

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


F-26


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2020 AND 2019

(Unaudited)

 

 

 

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders’

 

Shares

Amount

Capital

Deficit

Deficit

 

 

 

 

 

 

Balance at January 1, 2020

19,289,141

$

193

$

11,047,546

$

(11,660,455)

$

(612,716)

 

 

 

 

 

 

 

 

 

 

 Stock issued for services

4,000,000

 

40

 

147,960

 

-

 

148,000

 Issuance of stock for

   debt conversion

1,160,804

 

12

 

23,088

 

-

 

23,100

 Net loss

-

 

-

 

-

 

(1,470,901)

 

(1,470,901)

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2020

24,449,945

$

245

$

11,218,594

$

(13,131,356)

$

(1,912,517)

 

 

 

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders’

 

Shares

Amount

Capital

Deficit

Deficit

 

 

 

 

 

 

Balance at January 1, 2019

539,141

$

5

$

7,984,920

$

(8,625,412)

$

(640,487)

 

 

 

 

 

 

 

 

 

 

 Net loss

-

 

-

 

-

 

(90,848)

 

(90,848)

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2019

539,141

$

5

$

7,984,920

$

(8,716,260)

$

(731,335)

 

 

 

Preferred Stock

 

Shares

Amount

Balance at January 1, 2020

51

$        -

 

 

 

 

-

-

 

 

 

Balance at March 31, 2020

51

$        -

 

 

 

Preferred Stock

 

Shares

Amount

Balance at January 1, 2019

51

$        -

 

 

 

 

-

-

 

 

 

Balance at March 31, 2019

51

$        -

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


F-27


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended March 31,

 

2020

 

2019

Operating activities:

 

 

 

 Net loss

$

(1,470,901)

 

$

(90,848)

 Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

   Depreciation and amortization

 

8,425

 

 

26,609

   Amortization of deferred financing costs

 

6,755

 

 

-

   Amortization of debt discount

 

52,979

 

 

-

   Change in fair value of derivative liabilities

 

1,213,382

 

 

-

   Issuance of stock for services

 

148,000

 

 

-

 

 

 

 

 

 

 Changes in operating assets and liabilities:

 

 

 

 

 

   Decrease in accounts receivable

 

7,821

 

 

13,756

   (Increase) in inventory

 

(22,835)

 

 

(5,605)

   (Increase) prepaid expenses

 

(28,120)

 

 

-

   Increase in deferred compensation

 

25,000

 

 

25,000

   Increase in accounts payable and accrued liabilities

 

48,284

 

 

23,028

Net cash used in operating activities

 

(11,210)

 

 

(8,060)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 Capital expenditures

 

-

 

 

(3,100)

Net used in investing activities

 

-

 

 

(3,100)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 Proceeds from loans

 

-

 

 

7,260

 Advances from Principal Executive Officer, net

 

(11,580)

 

 

3,900

Net (used in) provided by financing activities

 

(11,580)

 

 

11,160

 

 

 

 

 

 

Net change in cash

 

(22,790)

 

 

-0-

 

 

 

 

 

 

Cash - beginning of periods

 

22,790

 

 

-0-

 

 

 

 

 

 

Cash - end of periods

$

-0-

 

$

-0-

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 Cash paid for interest

$

-

 

$

-

 Cash paid for income taxes

$

-

 

$

-

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 Issuance of common stock for convertible debt and accrued interest

$

23,100

 

$

16,640

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


F-28


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Note 1 - Nature of Operations and Basis of Presentation

 

Organization and Nature of Operations

 

Bergio International, Inc. (the “Company”) was incorporated in the State of Delaware on July 24, 2007 under the name Alba Mineral Exploration, Inc. On October 21, 2009, as a result of a Share Exchange Agreement, the corporation’s name was changed to Bergio International, Inc. On February 19, 2020, the Company changed its state of incorporation to Wyoming. The Company is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States and is headquartered in Fairfield, New Jersey. The Company’s intent is to take advantage of the Bergio brand and establish a chain of retail stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores.

 

In September 2019, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-10,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock split.

 

Basis of Presentation

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary consisting of normal recurring adjustments to present fairly the financial position of the Company as of March 31, 2020, the results of operations for the three months ended March 31, 2020 and 2019, and statements of cash flows for the three months ended March 31, 2020 and 2019. These results are not necessarily indicative of the results to be expected for the full year. The financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The December 31, 2019 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (“SEC”) on May 15, 2020 (the “Annual Report”).

 

Impact of the COVID-19 Coronavirus

 

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. government imposed travel restrictions on travel between the United States, Europe and certain other countries. The COVID-19 pandemic has significantly negatively affected the global economy, significantly disrupted global supply chains, and created significant disruption of the financial and retail markets, including a significant disruption in consumer demand jewelry and accessories. As such, the comparability of the Company's operating results has been affected by significant adverse impacts related to the COVID-19 pandemic.

 

The Company has increased its online presence to minimize the impact of having to close its retail stores.

 

Note 2 - Going Concern

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.


F-29


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 2 - Going Concern (continued)

 

The Company has suffered recurring losses, and has an accumulated deficit of $13,131,356 as of March 31, 2020. As of March 31, 2020, the Company had $562,495 in convertible debentures.  At March 31, 2020, the Company also had a stockholders’ deficit of $1,912,517. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.

 

It is our intention to establish Bergio as a holding company for the purpose of establishing retails stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products. It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals. We also intend to sell our products on a wholesale basis to limited customers.

 

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

Note 3 - Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.

 

During the three months ended March 31, 2020, there have been no other material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report.

 

The Company evaluated subsequent events, which are events or transactions that occurred after March 31, 2020 through the issuance of the accompanying financial statements.

 

Note 4 - Net Loss per Share

 

Basic earnings (loss) per share includes no dilution and is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of securities that could occur through the effect of common shares issuable upon the exercise of stock options, warrants and convertible securities. Basic net loss per share equaled the diluted loss per share for the three months ended March 31, 2020 and 2019, since the effect of shares potentially issuable upon the exercise or conversion was anti-dilutive. Equity instruments that may dilute earnings per share in the future are listed in Note 7 below. For the three months ended March 31, 2020, 31,768,560 shares issuable upon the exercise of warrants and conversion of convertible debt were not included in the computation of diluted net loss because their inclusion would be anti-dilutive. For the three months ended March 31, 2019, 616,288 shares issuable upon the conversion of convertible debt were not included in the computation of diluted net loss because their inclusion would be anti-dilutive. In September 2019, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-10,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock split.


F-30


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 4 - Net Loss per Share (continued)

 

The following table sets forth the computation of earnings per share:

 

 

Three Months Ended

 

March 31, 2020

 

March 31, 2019

Basic net loss per share computation:

 

 

 

 Net loss

$

(1,470,901)

 

$

(90,848)

 Weighted-average common shares outstanding

 

20,920,043

 

 

539,141

 Basic net loss per share

$

(0.07)

 

$

(0.17)

 

 

 

 

 

 

Diluted net loss per share computation:

 

 

 

 

 

 Net loss

$

(1,470,901)

 

$

(90,848)

 Weighted-average common shares outstanding

 

20,920,043

 

 

539,141

 Incremental shares attributable to the shares issuable upon conversion of convertible debt

 

-

 

 

-

Total adjusted weighted-average shares

 

20,920,043

 

 

539,141

Diluted net loss per share

$

(0.07)

 

$

(0.17)

 

 

Note 5 - New Authoritative Accounting Guidance

 

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.

 

Note 6 - Convertible Debt

 

Fife, Typenex and Iliad

 

In December 2012, the Company entered into a $325,000 convertible note with Fife consisting of three tranches to be drawn down with the first tranche totaling $125,000, including $25,000 in loan costs and additional two tranches totaling $200,000. The note bears a 5% annual interest rate and matures eighteen months from the date of issuance. The note is convertible into shares of the Company’s common stock based on 70% of the average of the three lowest closing prices of the common stock for the proceeding 15 consecutive trading days immediately prior to the conversion. During 2013, the conversion price was fixed at $0.005 per share. As of December 31, 2012, the Company only drew down the first tranche totaling $125,000. On February 11, 2013, April 5, 2013, April 23, 2013, and July 1, 2013, the Company drew down an additional $250,000.

 

On June 5, 2014, the Company, Fife, Typenex and Iliad Research and Trading, LLP (“Iliad”) entered into an Assignment and Assumption Agreement and Note Purchase Agreement (the “Note Purchase Agreement”) whereby Iliad acquired all of Fife’s and Typenex’s right, title, obligations and interest in, to and arising under the Company Notes (as defined in the Note Purchase Agreement) and the Note Purchase Documents (as defined in the Note Purchase Agreement).

 

On October 17, 2014, the Company entered into a financing arrangement with Iliad to provi0de additional financing in the amount of up to $450,000 through the issuance of a Secured Convertible Promissory Note (the “Note”). The Company agreed to cover Iliad’s legal, accounting and other related fees in the amount of $5,000, which is included in the principal balance of the Note. The Note will accrue interest at the rate of 8% per annum until the Note is paid in full. Monies are to be drawn in eight tranches with the initial tranche in the amount of $105,000, and the remaining balance of $350,000 in seven tranches of $50,000 each. The Company drew down the initial tranche on October 17, 2014. The Note has a maturity date of July 17, 2016. The Company continues to negotiate with the lender.


F-31


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

Beginning six months after October 17, 2014 and on the same day each month thereafter, the Company shall make an installment payment, based upon the unpaid balance. At the option of the Company, payments may be made in cash or by converting the installment amount into shares of the Company’s common stock. The conversion price is equal to the lesser of (i) $0.0005 per share and (ii) 67.5% of the average of the three lowest closing bid prices in the 15 trading days immediately preceding the conversion. The Company has the right to prepay the Note at 135% of the outstanding balance at the time of prepayment. During the three months ended March 31, 2020, there were no conversions. The outstanding balances at March 31, 2020 and December 31, 2019 were $7,123 and $7,123, respectively with accrued interest of $201 and $54 at March 31, 2020 and December 31, 2019, respectively.

 

During the year ended December 31, 2014, the Company drew down an additional $314,703. During the three months ended March 31, 2020, there were no conversions. The outstanding balances at March 31, 2020 and December 31, 2019 were $329,175 and $329,175 respectively, with accrued interest of $151,101 and $141,487 at March 31, 2020 and December 31, 2019, respectively.

 

111 Recovery Corp. and Vis Vires Group, Inc.

 

On May 31, 2019, the Vis Vires Group, Inc. (“Vis Vires”) entered into an assignment agreement with 111 Recovery Corp. wherein Vis Vires assigned all of its rights, title and interests in, to and under the convertible notes (discussed below) to 111 Recovery Corp. from the inception of the notes, together with unpaid accrued interest on the convertible notes. The Company acknowledged and approved this assignment.

 

On March 11, 2015, the Company entered into an 8% convertible note in the amount of $38,000 with Vis Vires Group, Inc. The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before nine months from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The note is convertible into shares of the Company’s common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the three months ended March 31, 2020, principal of $23,100 was converted into 1,160,804 shares of common stock. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balance at March 31, 2020 and December 31, 2019 was $14,900 and $38,000, respectively, with accrued interest of $17,589 and $20,411 at March 31, 2020 and December 31, 2019, respectively. The Company is currently negotiating an extension to this note.

 

On April 30, 2015, the Company entered into an 8% convertible note in the amount of $33,000 with Vis Vires. The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before nine months from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The note is convertible into shares of the Company’s common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the nine months ended March 31, 2020, there were no conversions. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balance at March 31, 2020 and December 31, 2019 was $33,000 with accrued interest of $30,344 and $31,953 at March 31, 2020 and December 31, 2019, respectively. The Company is currently negotiating an extension to this note.

 

 

 

 


F-32


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

Sims Investment Holdings, Inc.

 

During 2018, the Company received $125,000 in the form of a note payable. On July 1, 2019 (“Maturity Date”), the amount was converted into a 10% convertible promissory note. The principal and accrued interest from the original notes payable become due on July 1, 2019. The note accrues interest on the unpaid principal balance at the rate of 10% per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of 10% per annum from the due date until paid (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. The note is convertible into shares of the Company’s common stock, at the option of the holder. The conversion price shall be $0.01 per common share. There were no conversions during the three months ended March 31, 2020. The Company is currently in default, and interest accrues at the default interest rate of 10%. The outstanding balances at March 31, 2020 and December 31, 2019 was $125,000 and $125,000, respectively, with accrued interest of $12,674 and $9,514 at March 31, 2020 and December 31, 2019, respectively.

 

Auctus Funds, LLC.

 

On November 6, 2019, the Company entered into a 12% convertible promissory note in the amount of $125,000 with Auctus Fund, LLC. The principal and accrued interest is payable on or before August 20, 2020 and interest accrues at the rate of 12% per annum. Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-four percent (24%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid (the “Default Interest”).  The Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this note into fully paid and non-assessable shares of common stock.

 

The conversion price shall equal the lesser of: (i) the lowest trading price during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this Note, and (ii) the variable conversion which shall mean 60% multiplied by the lowest trading price for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date.  Furthermore, the conversion price may be adjusted downward if, within three (3) business days of the transmittal of the notice of conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion.

 

During the three months ended March 31, 2020, there were no conversions. The outstanding balances at March 31, 2020 and December 31, 2019 were $125,000 and $125,000, respectively, with accrued interest of $6,083 and $1,910 at March 31, 2020 and December 31, 2019, respectively.

 

Crown Bridge Partners Inc.

 

On October 29, 2019, the Company entered into a 10% convertible promissory note in the amount of $100,000 with Crown Bridge Partners, LLC. This Note carries a prorated original issue discount of up to $8,000.00 to cover the Holder’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the note, which is included in the principal balance of this note. The holder paid $23,000 for the first tranche ($25,000 less $2,000 discount). The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment as well as any accrued and unpaid interest and other fees. Interest accrues at the rate of 10% per annum, and shall be computed on the basis of a 365 day year and the actual number of days elapsed. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate the of lesser of (i) 15% per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid (the “Default Interest”).  The Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this note into fully paid and non-assessable shares of common stock.


F-33


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

The conversion price shall mean 60% multiplied by the lowest trading price (representing a discount rate of 40%) during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this note. The conversion price shall be subject to a floor price of $0.000035.

 

During the three months ended March 31, 2020, there were no conversions. The outstanding balances at March 31, 2020 and December 31, 2019 were $25,000 and $25,000, respectively, with accrued interest of $1,069 and $438 at March 31, 2020 and December 31, 2019, respectively.

 

Fidelis Capital, LLC.

 

On November 5, 2019, the Company entered into a 10% convertible promissory note in the amount of $30,000 with Fidelity Capital, LLC. The principal and accrued interest is payable on or before November 5, 2020 and interest accrues at the rate of 10% per annum. If the borrower fails to pay the default amount within five (5) business days of written notice that such amount is due and payable, then the holder shall have the right at any time (and so long and to the extent that there are sufficient authorized shares), to require the borrower, upon written notice, to immediately issue, in lieu of the default amount, the number of shares of common stock of the borrower equal to the default amount divided by the conversion price then in effect.

 

The Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this note into fully paid and non-assessable shares of common stock. The conversion price shall mean a price which is a 40% discount to the lowest trading price in the fifteen (15) days prior to the day that the Holder requests conversion.

 

During the three months ended March 31, 2020, there were no conversions. The outstanding balances at March 31, 2020 and December 31, 2019 were $30,000 and $30,000, respectively, with accrued interest of $1,225 and $467 at March 31, 2020 and December 31, 2019, respectively.

 

As of March 31, 2020 and December 31, 2019, total convertible debt was $562,495 and $532,616, respectively, net of debt discount of $126,703 and $179,682 at March 31, 2020 and December 31, 2019, respectively. Total accrued interest was $220,286 and $206,234 March 31, 2020 and December 31, 2019, respectively.

 

Note 7. Derivative Liability

 

The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. During the year ended December 31, 2019, the Company recorded debt discount in the amount of $337,496. Amortization of debt discount amounted to $52,978 and $-0- for the three months ended March 31, 2020 and 2019, respectively. Unamortized debt discount at March 31, 2020 and December 31, 2019 were $126,703 and $179,682, respectively. The derivative liability is revalued each reporting period using the Black-Scholes model. As of March 31, 2020 and December 31, 2019, the derivative liability was $1,609,602 and $396,220, respectively.

 

The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note at March 31, 2020:

 

Stock Price - The stock price was based closing price of the Company’s stock as of the valuation date, which was $0.185 at March 31, 2020.


F-34


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 7. Derivative Liability (continued)

 

Variable Conversion Prices - The conversion price was based on: (i) 40% discount to the lowest trading price in the fifteen (15) days prior to the conversion at March 31, 2020 for Fidelis Capital; (ii) 60% multiplied by the lowest trading price during the previous twenty-five (25) trading day period prior to the conversion at March 31, 2020 for Crown Bridge Partners; (iii) the lesser of: (a) the lowest trading price during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this Note, and (b) the variable conversion which shall mean 60% multiplied by the lowest trading price for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion at March 31, 2020 for Auctus Fund, LLC.

 

Time to Maturity - The time to maturity was determined based on the length of time between the valuation date and the maturity of the debt. Time to maturity ranged from 211-2192 to 310 days at March 31, 2020.

 

Risk Free Rate - The risk free rate was based on the Treasury Note rate as of the valuation dates with a term commensurate with the remaining term of the debt. The risk free rate at March 31, 2020 was 0.17%, based on the term of the note.

 

Volatility - The volatility was based on the historical volatility of the Company. The average volatility was 611.44% at March 31, 2020.

 

Note 8 - Advances from Principal Executive Officer and Accrued Interest

 

The Company also receives periodic advances from its principal executive officer based upon the Company’s cash flow needs. At March 31, 2020 and December 31, 2019 $374,137 and $383,717, respectively, was due to such officer, including accrued interest. During the year ended December 31, 2019, the principal executive officer converted $500,000 of deferred compensation for common stock of the Company. As such, as of March 31, 2020 deferred compensation of $295,173 and advances of $204,827 and at December 31, 2019, deferred compensation of $297,513 and advances of $202,487 of the advances, both periods totaling $500,000, were classified as long-term liabilities.

 

Interest expense is accrued at an average annual market rate of interest which was 3.25% and 4.75% at March 31, 2020 and December 31, 2019, respectively. Interest expense due to such officer was $2,341 and $15,491 for the three months ended March 31, 2020 and 2019, respectively. Accrued interest was $204,827 and $202,487 at March 31, 2020 and December 31, 2019, respectively. No terms for repayment have been established.

 

Effective February 28, 2010, the Company entered into an employment agreement with its CEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the “Base Salary”). The CEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the CEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the CEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company’s then outstanding shares of common stock.  Such issuances shall be made to the CEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company.

 

 

 


F-35


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 8 - Advances from Principal Executive Officer and Accrued Interest (continued)

 

Effective September 1, 2011, the Company and CEO entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) which primarily retains the term and compensation of the original agreement. The Amended Agreement, however, removes the section which previously provided for the issuance of Company common stock to the CEO, from time to time, when the Company is unable to pay the CEO the full amount of his Base Salary (as defined in the Amended Agreement) which would allow the CEO to maintain a fifty-one percent (51%) share of the Company’s outstanding common stock. However, the CEO does have the right to request all or a portion of his unpaid Base Salary be paid with the Company’s restricted common stock. In addition, the Amended Agreement provides for the issuance of 51 shares of newly authorized Series A Preferred Stock to be issued to the CEO. As defined in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock, each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company.

 

On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. This amount was reduced to $500,000 after the PEO converted $500,000 of deferred compensation into 17,000,000 shares of common stock of the Company. As of March 31, 2020 and December 31, 2019, deferred compensation due to the PEO were $370,571 and $345,571, respectively. As of March 31, 2020 and December 31, 2019, $295,173 and $297,513, respectively, of these amounts were classified as a long-term liability.

 

On January 1, 2019, the CEO amended his employment agreement with the Company for a term of one year expiring December 31, 2019. The agreement primarily retains the terms of the Amended Agreement, but lowers the compensation to $100,000 for the year. Effective July 1, 2019, the Principal Executive Officer agreed to stop deferral of his salary at least through December 31, 2019 as a result of the financial situation of the Company as a result of the Company’s financial condition. Effective January 1, 2020, the CEO’s salary was restated back to $105,000.

 

Note 9 - Litigation

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Note 10 - Operating Lease Liability

 

The Company leases retail space at two different locations. One lease has monthly payments from $1,350 to $1,665 which expire in May 2024. The second lease has a contingent rental based on 10% of sales. Contingent rentals are not included in operating lease liabilities. The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date. The Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings. The Company used a discount rate of 10% at March 31, 2020.

 

The following table reconciles the undiscounted future minimum lease payments (displayed by year in aggregate) under non-cancelable operating leases with terms more than one year to the total operating lease liabilities on the consolidated balance sheet as of March 31, 2020:


F-36


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 10 - Operating Lease Liability (continued)

 

2020 remainder

$

13,215

2021

 

18,180

2022

 

18,900

2023

 

19,700

2024

 

6,660

Total minimum lease payments

 

76,655

Less amounts representing interest

 

(13,600)

Present value of net minimum lease payments

 

63,055

Less current portion

 

(12,302)

Long-term capital lease obligation

$

50,753

 

(1)The above amount does not include contingent rentals which may be paid under lease agreement with Ocean Resort Casino. This rental is based upon 10% of gross sales at this location. 

 

Total rent expense under operating leases for the three months ended March 31, 2020 and 2019 was $10,352 and $14,954, respectively.

 

Note 10 - Reverse Stock Split

 

In September 2019, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-10,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock split.

 

Note 11 - Subsequent Events

 

COVID-19

 

The Company’s operations have been affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, inability of customers to pay outstanding accounts receivable due and owing to the Company as they limit or shut down their businesses,  customers seeking relief or  extended payment plans relating to accounts receivable due and owing to the Company, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment.

 

PPP Loan

 

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security (the “CARES Act”), which, among other things, outlines the provisions of the Paycheck Protection Program (the “PPP”). The Company determined that it met the criteria to be eligible to obtain a loan under the PPP because, among other reasons, in light of the COVID-19 outbreak and the uncertainty of economic conditions related thereto, the loan was considered necessary to support the Company’s ongoing operations and retain all its employees. In addition, President Trump signed into law the Paycheck Protection Program and Health Care Enhancement Act on April 24, 2020, which increased funding provided by the CARES Act. On April 17, 2020 the Company issued a promissory note (the “Note”) to Columbia Bank in the principal aggregate amount of $18,607.50 (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On June 5, 2020 the Paycheck Protection Program Flexibility Act was signed into law and extended the program until December 31, 2020.


F-37


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 11 - Subsequent Events (continued)

 

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the program. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. No assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The PPP Loan has a two-year term and bears interest at a rate of 0.98% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. Based on the June 5, 2020 the Paycheck Protection Program Flexibility Act, certain changes will need to be made to the original Note, based on the new law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


F-38


PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The Registrant estimates that expenses in connection with the distribution described in this Registration Statement will be as shown below. All expenses incurred with respect to the distribution will be paid by the Company.

 

Expense

 

 

 

 

 

 

 

Legal fees and expenses:

 

$

20,000

Accounting fees and expenses:

 

$

15,000

Total:

 

$

35,000

 

Item 14. Indemnification of Directors and Officers

 

See the Bylaws of the Company as shown on Exhibit 3.2 herein.

 

Agreements

 

We intend to modify the compensation agreements with selected officers and directors, pursuant to which we will agree, to the maximum extent permitted by law, to defend, indemnify and hold harmless the officers and directors against any costs, losses, claims, suits, proceedings, damages or liabilities to which our officers and directors become subject to which arise out of or are based upon or relate to our officers and directors engagement by the Company.

 

Recent Sales of Unregistered Securities

 

During the year ended December 31, 2019, we have issued the following securities  which were not registered under the Securities Act and not previously disclosed in the Company’s Quarterly Reports on From 10-Q or Current Reports on Form 8-K. Unless otherwise indicated, all of the share issuances described below were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions not involving a public offering:

 

1)On October 19, 2019, we issued 17,000,000 shares of common stock valued at $2,890,000 to Berge Abajian, the Company’s President and PEO, for conversion of deferred compensation. 

 

2)On November 27, 2019, we issued 1,750,000 shares of common stock valued at $15,318 to Illiad for conversion of its convertible debt and accrued interest. 

 

The issuances of the above securities were made in reliance upon exemptions from registration available under Section 4(a)(2) and Rule 144 of the Securities Act, among others, as transactions not involving a public offering. This exemption was claimed on the basis that these transactions did not involve any public offering and the purchasers in each offering were accredited or sophisticated and had sufficient access to the kind of information registration would provide. In each case, appropriate investment representations were obtained and certificates representing the securities were issued with restrictive legends.


II-1


 

Exhibits

 

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

 

Exhibit No.

 

Description

 

 

 

2.1

 

Share Exchange Agreement, dated October 19, 2009, by and between Alba Mineral Exploration, Inc. and Diamond Information Institute, Inc. (as filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 21, 2009)

 

 

 

2.2

 

Stock Purchase Agreement, dated October 20, 2009, by and among Alba Mineral Exploration, Inc., Owen Gibson, individually, Joan Gibson, individually, Darcy Brann, individually, Duane Schaffer, individually, Lindsay Devine, individually, and Dennis Rodowitz, individually (as filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 21, 2009)

 

 

 

3.1

 

Articles of Incorporation, as amended (as filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on April 23, 2008)

 

 

 

3.2

 

Certificate of Amendment to the Articles of Incorporation (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2009)

 

 

 

3.3

 

Bylaws, as amended (as filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on April 23, 2008)

 

 

 

3.4

 

Certificate of Designation of Preferences, Rights and Limitations of the Bergio International Inc. Series A Preferred Stock, as filed with the Delaware Secretary of State on September 2, 2011 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2011)

 

 

 

3.5

 

Certificate of Amendment of Certificate of Incorporation, dated November 29, 2012 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 12, 2012)

 

 

 

3.6

 

Certificate of Amendment of Certificate of Incorporation, dated January 14, 2014 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 30, 2014)

 

 

 

3.7

 

Certificate of Amendment of Certificate of Incorporation, dated February 26, 2014 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2014)

 

 

 

3.8

 

Certificate of Amendment of Certificate of Incorporation, dated April 3, 2014 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2014)

 

 

 

3.9

 

Certificate of Amendment of Certificate of Incorporation, dated October 14, 2014 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 16, 2014)

 

 

 

5.1

 

Consent of Stout Law Group, P.A.

 

 

 

10.1

 

Order Approving Stipulation for Settlement of Claim, dated February 4, 2010 (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2010)

 

 

 

10.2

 

Amended and Restated Employment Agreement, dated September 1, 2011, by and between Bergio International Inc. and Berge Abajian, individually (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2011)


II-2


 

Exhibit No.

 

Description

 

 

 

10.3

 

Bergio International, Inc. 2011 Stock Incentive and Reward Plan (as filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on May 10, 2011).

 

 

 

10.4

 

Committed Equity Facility Agreement, dated December 23, 2011, by and between Bergio International Inc. and TCA Global Credit Master Fund, LP (as filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 1, 2012)

 

 

 

10.5

 

Registration Rights Agreement, dated December 23, 2011, by and between Bergio International Inc. and TCA Global Credit Master Fund, LP (as filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 1, 2012)

 

 

 

10.6

 

First Amendment to Committed Equity Facility Agreement, dated October 18, 2012, by and between Bergio International Inc. and TCA Global Credit Master Fund, LP (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 24, 2012)

 

 

 

10.7

 

8% Convertible Note with KBM Worldwide, Inc, dated February 4, 2015 (as filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.8

 

8% Convertible Note with Vis Vires Group, Inc., dated March 11, 2015 (as filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.9

 

8% Convertible Note with Vis Vires Group, Inc., dated April 30, 2015 (as filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.10

 

8% Convertible Note with LG Capital Funding, LLC, dated May 4, 2015 (as filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.11

 

Securities Purchase Agreement with KBM Worldwide, Inc., dated February 4, 2015 (as filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.12

 

Securities Purchase Agreement with Vis Vires Group, Inc., dated March 11, 2015 (as filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.13

 

Securities Purchase Agreement with Vis Vires Group, Inc., dated April 30, 2015 (as filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 

10.14

 

Securities Purchase Agreement with LG Capital Funding, LLC, dated May 4, 2015 (as filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 13, 2015)

 

 

 


II-3


 

Exhibit No.

 

Description

23.1

 

Consent of PCAOB Auditors BF Borgers CPA PC for 2019*

 

 

 

23.2

 

Consent of Tama Budaj and Raab, LLP for 2018*

 

 

 

23.3

 

Consent of Law Office of Stout Law Group, P.A. (included in Exhibit 5.1)

 

 

 

101.INS

 

XBRL Instance Document *

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema *

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase *

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase *

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase *

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase *

 

* Filed herewith

 

Item 17. Undertakings

 

The undersigned Registrant hereby undertakes:

 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: 

 

i.To include any prospectus required by Section 10(a) (3) of the Securities Act; 

 

ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; 

 

iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 

 

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

 

 


II-4


 

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 

 

(5)For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 

 

i.Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Sec. 230-424); 

 

ii.Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the registrant; 

 

iii.The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. 

 

(6)That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. 

 

(7)That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof 

 

(8)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 

 

 


II-5


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fairfield, State of New Jersey on July 22, 2020.

 

 

BERGIO INTERNATIONAL, INC.

 

 

Date:  July 22, 2020

/s/ Berge Abajian

 

By: Berge Abajian

Its: Chief Executive Officer; Director

 

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Capacity in Which Signed

 

Date

 

 

 

 

 

/s/ Berge Abajian

 

Chief Executive Officer

 

July 22, 2020

Berge Abajian

 

(Principal Executive Officer Principal Accounting Officer and Director)

 

 

 

 

 

 

 

/s/ Berge Abajian

 

Chief Financial Officer

 

July 22, 2020

Berge Abajian

 

(Principal Accounting Officer and Director)