Attached files
| file | filename |
|---|---|
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - Bergio International, Inc. | brgo_ex991.htm |
| 8-K/A - CURRENT REPORT - Bergio International, Inc. | brgo_8k.htm |
EXHIBIT 99.2
Bergio International, Inc. and Aphrodite’s
Unaudited Proforma Consolidated Balance Sheets
For the Year Ended December 31, 2020
|
| Bergio International, Inc. December 31, 2020 (a) | Aphrodite's December 31, 2020 (a) | Bergio Acquisition Agreement Entries (b) | Aphrodite's Agreement Entries (c) | Adjusting entry (e) | Consolidated | ||||||
| Assets |
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| Current Assets: |
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| Cash | $ | 70,081 | $ | 9,598 | $ |
| $ | 50,689 | $ |
| $ | 130,368 |
| Accounts Receivable - Net |
| 100,255 |
| 144,436 |
|
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| (18,710) |
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| 225,981 |
| Inventory |
| 1,143,037 |
| 1,217,623 |
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| (98,030) |
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| 2,262,629 |
| Prepaid Expenses |
| 6,668 |
| 310,791 |
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| (19,008) |
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| 298,451 |
| Deferred Financing Costs |
| 1,591 |
| - |
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| - |
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| 1,591 |
| Total Current Assets |
| 1,321,632 |
| 1,682,447 |
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| (85,059) |
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| 2,919,020 |
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| Property and Equipment - Net |
| 94,144 |
| - |
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| 94,144 |
| Goodwill |
| - |
| - |
| 1,489,043 |
| 1,414,428 |
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| 2,903,470 |
| Intangible Assets |
| - |
| - |
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| 725,867 |
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| 725,867 |
| Operating Lease Right of Use Assets |
| 53,955 |
| - |
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| - |
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| 53,955 |
| Investment in Unconsolidated Affiliate |
| 5,828 |
| - |
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| - |
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| 5,828 |
| Total Assets | $ | 1,475,559 | $ | 1,682,447 | $ | 1,489,043 | $ | 2,055,236 | $ | - | $ | 6,702,285 |
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| Liabilities and Stockholders' Equity |
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| Current Liabilities: |
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| Accounts Payable and Accrued Liabilities | $ | 189,341 | $ | 1,302,631 | $ | 3,200 | $ | (19,387) | $ | - | $ | 1,475,785 |
| Loans payable |
| 312,300 |
| 2,087,999 |
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| 363,508 |
| (135,000) |
| 2,763,807 |
| Convertible Debt |
| 232,870 |
| - |
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| 135,000 |
| 232,870 |
| Deferred compensation CEO -current |
| 125,399 |
| - |
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| 125,399 |
| Advances and from principal executive officer |
| 31,313 |
| - |
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| 31,313 |
| Derivative Liability |
| 201,430 |
| - |
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| 201,430 |
| Operating Lease Liabilities - Current |
| 13,665 |
| - |
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| 13,665 |
| Derivative liabilities - Acquisition |
| - |
| - |
| 821,738 |
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| 821,738 |
| Total Current Liabilities |
| 1,106,318 | $ | 3,390,630 |
| 824,938 |
| 344,121 |
| - |
| 5,666,007 |
1
Bergio International, Inc. and Aphrodite’s
Unaudited Proforma Consolidated Balance Sheets
For the Year Ended December 31, 2020
- continued -
|
| Bergio International, Inc. December 31, 2020 (a) | Aphrodite's December 31, 2020 (a) | Bergio Acquisition Agreement Entries (b) | Aphrodite's Agreement Entries (c) | Adjusting entry (e) | Consolidated | ||||||
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| Long Term Liabilities: |
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| Deferred Compensation - CEO - Long-term portion |
| 320,172 |
| - |
| - |
| - |
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| 320,172 |
| Advances from principal executive officer |
| 179,828 |
| - |
| - |
| - |
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| 179,828 |
| Operating Lease Liabilities - long term |
| 40,289 |
| - |
| - |
| - |
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| 40,289 |
| Total Long Term Liabilities |
| 540,289 |
| - |
| - |
| - |
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| 540,289 |
| Total liabilities |
| 1,646,607 |
| 3,390,630 |
| - |
| 344,121 |
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| 6,206,296 |
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| Commitments and Contingencies |
| - |
| - |
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| Stockholders' Equity |
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| Series A Preferred Stock |
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| Series B Preferred Stock (d) |
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| - |
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| Common stock |
| 908 |
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| 908 |
| Treasury Stock |
| 103,700 |
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| 103,700 |
| Additional Paid-In Capital |
| 11,532,849 |
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| 664,104 |
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| 12,196,953 |
| Accumulated Deficit |
| (11,808,505) |
| (1,708,183) |
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| 1,708,183 |
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| (11,808,505) |
| Total Stockholders' Equity |
| (171,048) |
| (1,708,183) |
| 664,104 |
| 1,708,183 |
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| 493,056 |
| Total Liabilities and Stockholders' Equity | $ | 1,475,559 | $ | 1,682,447 |
| 1,489,043 | $ | 2,052,304 | $ | - | $ | 6,699,352 |
2
Bergio International, Inc. and Aphrodite’s
Unaudited Proforma Consolidated Statements of Operations
For the Year ended December 31, 2020
|
| Bergio International, Inc. December 31, 2020 | Aphrodite’s December 31, 2020 |
| Consolidated | |||
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| Sales - Net | $ | 584,806 | $ | 9,672,786 |
| $ | 10,257,592 |
| Cost of Sales |
| 243,688 |
| 2,879,178 |
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| 3,122,866 |
| Gross Profit |
| 341,118 |
| 6,793,608 |
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| 7,134,726 |
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| General and Administrative Expenses |
| 604,852 |
| 8,092,314 |
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| 8,697,166 |
| Total Operating Expenses |
| 604,852 |
| 8,092,314 |
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| 8,697,166 |
| Income (Loss) from Operations |
| (263,734) |
| (1,298,706) |
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| (1,562,440) |
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| Other Income (Expense) |
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| Other Misc. Income |
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| 75,877 |
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| 75,877 |
| Interest Expense |
| (100,056) |
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| (100,056) |
| Derivative Expense |
| (127,285) |
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| (127,285) |
| Amortization of Debt Discount |
| (205,448) |
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| (205,448) |
| Change in Fair Value of Derivative |
| 474,775 |
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| 474,775 |
| Amortization of Deferred Financing Costs |
| (31,186) |
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| (31,186) |
| Forgiveness of Convertible Debt |
| 50,000 |
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| 50,000 |
| Forgiveness of PPP Loan |
| 18,608 |
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| 18,608 |
| Gain (loss) on extinguishment of debt |
| 36,276 |
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| 36,276 |
| Total Other Income (Expense) |
| 115,684 |
| 75,877 |
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| 191,561 |
| Loss From Operations Before Income Taxes |
| (148,050) |
| 75,877 |
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| 191,561 |
| Provision for Income Taxes |
| - |
| - |
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| - |
| Net Loss | $ | (148,050) |
| (1,222,829) |
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| (1,370,879) |
| Net loss attributable to the non-controlling |
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| interest in Aphrodite's Marketing Inc. |
| - |
| (599,186) | (f) |
| (599,186) |
| Net loss attributable to Bergio International | $ | (148,050) |
| (623,643) |
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| (771,693) |
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| Basic and fully diluted loss per share | $ | (0.00) |
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| $ | (0.01) |
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| Weighted average number of shares outstanding |
| 86,018,507 |
| 51,084,935 | (g) |
| 137,103,442 |
Notes
(a)Bergio International and Aphrodite’s Marketing Inc. were under the common control of Bergio before and after the date of transfer. As a result the Company adopted the guidance in ASC 805-50-05-5 for the transfer of net assets between entities under common control to apply a method similar to the pooling-of-interests-method. Under the method the financial statements of the Company shall report results of operations for the period in which the transfer occurs as though the transfer of the net assets had occurred at the beginning of the period. Results of operations for the period will thus comprise both those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. Similarly, the Company shall present the statements of financial position and other financial information presented as of the beginning of the period as though the assets and liabilities had been transferred at that date. Financial statements and financial information presented for prior years also shall be retrospectively adjusted to furnish comparative information.
(b)To record Bergio acquisition entries as if the transaction had occurred on December 31, 2020.
(c)To adjust the Aphrodite’s balance sheet to the actual assets and liabilities as of February 10, 2021 as if the transaction has occurred on December 31, 2020.
(d)Preferred stock issuance rounded down to zero.
(e)Prior to the acquisition Bergio lent Aphrodite’s $135,000. Those proceeds are assumed to have come from convertible debt proceeds.
(f)Under the terms of the Acquisition agreement 49% of the profit or loss is consider a non-controlling interest and is charged or credited to the Aphrodite’s sellers’ Digital Age Business. This entry was applied as if the transaction had occurred on December 31, 2020.
(g)Represents shares issuable if the Preferred Stock issued to the Sellers of Aphrodite’s had been converted to common stock on the date of closing.
3