UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2020

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-150029

 

BERGIO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming

 

27-1338257

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

12 Daniel Road E.

Fairfield, NJ 07004

(Address of principal executive offices)

 

(973) 227-3230

(Registrant’s telephone number, including area code)

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange

on which registered

N/A

 

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock $.00001 par value

(Title of class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes [X]  No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,  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.

 

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 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ] No [X]

 

As of August 13, 2020 there were 42,566,640 shares outstanding of the registrant’s common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


2


 

TABLE OF CONTENTS

 

 

PART I - FINANCIAL INFORMATION

4

 

 

Item 1. Financial Statements.

4

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

19

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

24

 

 

Item 4. Controls and Procedures.

25

 

 

PART II - OTHER INFORMATION

26

 

 

Item 1. Legal Proceedings.

26

 

 

Item 1A. Risk Factors.

26

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

26

 

 

Item 3. Defaults upon Senior Securities.

26

 

 

Item 4. Mine Safety Disclosure.

26

 

 

Item 5. Other Information.

26

 

 

Item 6. Exhibits.

27

 

 

SIGNATURES

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


3


 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

 

June 30,

2020

 

December 31,

2019

 

(unaudited)

 

 

ASSETS:

 

 

 

Current assets:

 

 

 

Cash

$

-

 

$

22,790

Accounts receivable, net of allowance for doubtful accounts of

$-0- at June 30, 2020 and $-0- at December 31, 2019

 

98,067

 

 

85,711

Inventories

 

1,159,362

 

 

1,165,311

Deferred financing costs

 

5,142

 

 

18,652

Total current assets

 

1,262,571

 

 

1,292,464

 

 

 

 

 

 

Property and equipment, net

 

110,058

 

 

126,682

Operating lease right-of-use assets

 

60,124

 

 

65,835

Investment in unconsolidated affiliate

 

5,828

 

 

5,828

 

 

 

 

 

 

Total assets

$

1,438,581

 

$

1,490,809

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT:

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 Accounts payable and accrued liabilities

$

437,581

 

$

349,566

 Loans payable

 

61,108

 

 

30,000

 Convertible debt

 

632,150

 

 

532,616

 Deferred compensation - CEO - current

 

75,399

 

 

48,058

 Advances from Principal Executive Officer and accrued interest

 

159,745

 

 

181,230

 Derivative liability

 

471,073

 

 

396,220

 Operating lease liabilities - current

 

12,743

 

 

11,880

 Total current liabilities

 

1,849,799

 

 

1,549,570

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

 Deferred compensation - CEO - long-term portion

 

320,172

 

 

297,513

 Advances from Principal Executive Officer and accrued interest

 

179,828

 

 

202,487

 Operating lease liabilities - long-term

 

47,381

 

 

53,955

 Total long-term liabilities

 

547,381

 

 

553,955

 

 

 

 

 

 

Total Liabilities

 

2,397,180

 

 

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 26,149,945 and 19,289,141 issued and

   outstanding, respectively

 

262

 

 

193

 Additional paid-in capital

 

11,263,800

 

 

11,047,546

 Accumulated deficit

 

(12,222,661)

 

 

(11,660,455)

 Total stockholders' deficit

 

(958,599)

 

 

(612,716)

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

1,438,581

 

$

1,490,280

 

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


4


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months

Ended June 30,

 

Six Months

Ended June 30,

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

Sales, net

$

77,944

 

$

83,963

 

$

153,337

 

$

221,072

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

45,852

 

 

41,762

 

 

72,158

 

 

80,708

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

32,092

 

 

42,201

 

 

81,179

 

 

140,364

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 Selling, general and administrative expenses

 

149,742

 

 

122,883

 

 

377,845

 

 

283,103

Total operating expenses

 

149,742

 

 

122,883

 

 

377,845

 

 

283,103

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(117,650)

 

 

(80,682)

 

 

(296,666)

 

 

(142,739)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 Interest expense

 

(27,450)

 

 

(30,663)

 

 

(46,220)

 

 

(59,454)

 Derivative expense

 

(25,000)

 

 

-

 

 

(25,000)

 

 

-

 Amortization of debt discount

 

(52,979)

 

 

-

 

 

(105,957)

 

 

-

 Amortization of deferred financing costs

 

(6,755)

 

 

-

 

 

(13,510)

 

 

-

 Change in fair value of derivatives

 

1,138,529

 

 

-

 

 

(74,853)

 

 

-

Total other income (expense)

 

1,026,345

 

 

(30,663)

 

 

(265,540)

 

 

(59,454)

 

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for  income taxes

 

908,695

 

 

(111,345)

 

 

(562,206)

 

 

(202,193)

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

908,695

 

$

(111,345)

 

$

(562,206)

 

$

(202,193)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 Basic

$

0.01

 

$

(0.21)

 

$

(0.02)

 

$

(0.38)

 Diluted

$

0.01

 

$

(0.21)

 

$

(0.02)

 

$

(0.38)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 Basic

 

25,474,171

 

 

539,141

 

 

23,097,182

 

 

539,141

 Diluted

 

82,823,938

 

 

539,141

 

 

23,097,182

 

 

539,141

 

 

 

 

 

 

 

 

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


5


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(Unaudited)

 

 

 

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders’

 

Shares

Amount

Capital

Deficit

Deficit

 

 

 

 

 

 

Balance at April 1, 2020

24,449,945

$

245

$

11,218,594

$

(13,131,356)

$

(1,912,517)

 

 

 

 

 

 

 

 

 

 

 Intrinsic value associated

    with convertible notes

-

 

-

 

25,000

 

-

 

25,000

 Proceeds from grant

-

 

-

 

5,000

 

-

 

5,000

 Issuance of stock for

   debt conversion

1,700,000

 

17

 

15,206

 

-

 

15,223

 Net loss

-

 

-

 

-

 

908,695

 

908,695

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

26,149,945

$

262

$

11,263,800

$

(12,222,661)

$

(958,599)

 

 

 

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders’

 

Shares

Amount

Capital

Deficit

Deficit

 

 

 

 

 

 

Balance at April 1, 2019

539,141

$

5

$

7,984,920

$

(8,716,260)

$

(731,335)

 

 

 

 

 

 

 

 

 

 

 Net loss

-

 

-

 

-

 

(111,345)

 

(111,345)

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2019

539,141

$

5

$

7,984,920

$

(8,827,605)

$

(842,680)

 

 

 

Preferred Stock

 

Shares

Amount

Balance at April 1, 2020

51

$        -

 

 

 

 

-

-

 

 

 

Balance at June 30, 2020

51

$        -

 

 

 

Preferred Stock

 

Shares

Amount

Balance at April 1, 2019

51

$        -

 

 

 

 

-

-

 

 

 

Balance at June 30, 2019

51

$        -

 

 

 

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


6


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 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

 Intrinsic value associated

    with convertible notes

-

 

-

 

25,000

 

-

 

25,000

 Proceeds from grant

-

 

-

 

5,000

 

-

 

5,000

 Issuance of stock for

   debt conversion

2,860,804

 

29

 

38,294

 

-

 

38,323

 Net loss

-

 

-

 

-

 

(562,206)

 

(562,206)

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

26,149,945

$

262

$

11,263,800

$

(12,222,661)

$

(958,599)

 

 

 

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders’

 

Shares

Amount

Capital

Deficit

Deficit

 

 

 

 

 

 

Balance at January 1, 2019

539,141

$

5

$

7,931,013

$

(8,625,412)

$

(640,487)

 

 

 

 

 

 

 

 

 

 

 Net loss

-

 

-

 

-

 

(202,193)

 

(202,193)

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2019

539,141

$

5

$

7,931,013

$

(8,827,605)

$

(842,680)

 

 

 

Preferred Stock

 

Shares

Amount

Balance at January 1, 2020

51

$        -

 

 

 

 

-

-

 

 

 

Balance at June 30, 2020

51

$        -

 

 

 

Preferred Stock

 

Shares

Amount

Balance at January 1, 2019

51

$        -

 

 

 

 

-

-

 

 

 

Balance at June 30, 2019

51

$        -

 

 

 

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


7


 

BERGIO INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended June 30,

 

2020

 

2019

Operating activities:

 

 

 

 Net loss

$

(562,206)

 

$

(202,193)

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

 

 

 

 

 

   Depreciation and amortization

 

16,624

 

 

35,301

   Amortization of deferred financing costs

 

13,510

 

 

-

   Amortization of debt discount

 

105,957

 

 

-

   Derivative expense

 

25,000

 

 

-

   Change in fair value of derivative liabilities

 

74,853

 

 

-

   Issuance of stock for services

 

148,750

 

 

-

 

 

 

 

 

 

 Changes in operating assets and liabilities:

 

 

 

 

 

   (Increase) decrease in accounts receivable

 

(12,356)

 

 

23,434

   Decrease (increase) in inventory

 

5,949

 

 

(10,614)

   Increase in deferred compensation

 

50,000

 

 

50,000

   Increase in accounts payable and accrued liabilities

 

119,165

 

 

80,653

Net cash used in operating activities

 

(14,754)

 

 

(23,419)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 Capital expenditures

 

-

 

 

(3,100)

Net used in investing activities

 

-

 

 

(3,100)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 Proceeds from loans

 

31,108

 

 

52,260

 Proceeds from government grant

 

5,000

 

 

-

 Payments to Principal Executive Officer, net

 

(44,144)

 

 

(11,591)

Net (used in) provided by financing activities

 

(8,036)

 

 

40,669

 

 

 

 

 

 

Net change in cash

 

(22,790)

 

 

14,150

 

 

 

 

 

 

Cash - beginning of periods

 

22,790

 

 

-0-

 

 

 

 

 

 

Cash - end of periods

$

-0-

 

$

14,150

 

 

 

 

 

 

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

$

37,573

 

$

-

 

 

 

 

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


8


 

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. In July 2020, the Company filed a Registration Statement on Form S-1 with the purpose of providing funds for its operational plans as well as paying off debt to improve the Company’s financial position. There can be no assurance that the Company can raise sufficient from this offering to fund its plans.

 

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 June 30, 2020, the results of operations for the three and six months ended June 30, 2020 and 2019, and statements of cash flows for the six months ended June 30, 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

 

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, including a significant disruption in consumer demand and accessories,  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. 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 as well as directing efforts towards its wholesale operations.

 

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.


9


 

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 $12,222,661 as of June 30, 2020. As of June 30, 2020, the Company had $632,150 in convertible debentures as well as $61,108 in loans payable. At June 30, 2020, the Company also had a stockholders’ deficit of $958,599. 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. The Company has also increased its online presence to minimize the impact of having to close its retail stores as well as directing efforts towards its wholesale 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.

 

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 six months ended June 30, 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.

 

Note 4 - Net Loss per Share

 

Basic income (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 six months ended June 30, 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 six months ended June 30, 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 June 30, 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.


10


 

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

 

June 30, 2020

 

June 30, 2019

Basic net loss per share computation:

 

 

 

 Net income (loss)

$

908,695

 

$

(111,345)

 Weighted-average common shares outstanding

 

25,474,121

 

 

539,141

 Basic net income (loss) per share

$

0.01

 

$

(0.21)

 

 

 

 

 

 

Diluted net loss per share computation:

 

 

 

 

 

 Net income (loss)

$

908,695

 

$

(111,345)

 Weighted-average common shares outstanding

 

25,474,121

 

 

539,141

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

 

57,349,817

 

 

-

Total adjusted weighted-average shares

 

82,823,938

 

 

539,141

Diluted net income (loss) per share

$

0.01

 

$

(0.21)

 

 

Six Months Ended

 

June 30, 2020

 

June 30, 2019

Basic net loss per share computation:

 

 

 

 Net loss

$

(562,206)

 

$

(202,193)

 Weighted-average common shares outstanding

 

23,097,182

 

 

539,141

 Basic net loss per share

$

(0.02)

 

$

(0.38)

 

 

 

 

 

 

Diluted net loss per share computation:

 

 

 

 

 

 Net loss

$

(562,206)

 

$

(202,193)

 Weighted-average common shares outstanding

 

23,097,182

 

 

539,141

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

 

-

 

 

-

Total adjusted weighted-average shares

 

23,097,182

 

 

539,141

Diluted net loss per share

$

(0.02)

 

$

(0.38)

 

 

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.


11


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

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.

 

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 six months ended June 30, 2020, there were no conversions. However, the Company did resolve a minor issue. The outstanding balances at June 30, 2020 and December 31, 2019 were $-0-and $7,123, respectively with accrued interest of $-0- and $54 at June 30, 2020 and December 31, 2019, respectively.

 

During the year ended December 31, 2014, the Company drew down an additional $314,703. During the six months ended June 30, 2020, there were no conversions. The outstanding balances at June 30, 2020 and December 31, 2019 were $329,175 and $329,175 respectively, with accrued interest of $160,112 and $141,487 at June 30, 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 six lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the six months ended June 30, 2020, principal of $23,100 was converted into 1,160,804 shares of common stock. The outstanding balance at June 30, 2020 and December 31, 2019 was $14,900 and $38,000, respectively, with accrued interest of $17,786 and $20,411 at June 30, 2020 and December 31, 2019, respectively. The Company is currently negotiating an extension to this note.


12


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

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 six months ended June 30, 2020, there were no conversions. The outstanding balance at June 30, 2020 and December 31, 2019 was $33,000 with accrued interest of $31,002 and $31,953 at June 30, 2020 and December 31, 2019, respectively. The Company is currently negotiating an extension to this note.

 

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 six months ended June 30, 2020. The Company is currently in default, and interest accrues at the default interest rate of 10%.  The outstanding balances at June 30, 2020 and December 31, 2019 was $125,000 and $125,000, respectively, with accrued interest of $15,833 and $9,514 at June 30, 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 six months ended June 30, 2020, principal of $6,900 of accrued interest and fees was converted into 500,000 shares of common stock. The outstanding balances at June 30, 2020 and December 31, 2019 were $125,000 and $125,000, respectively, with accrued interest of $3,700 and $1,910 at June 30, 2020 and December 31, 2019, respectively.

 

 


13


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

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.

 

During the six months ended June 30, 2020, there were no conversions. The outstanding balances at June 30, 2020 and December 31, 2019 were $25,000 and $25,000, respectively, with accrued interest of $1,701 and $438 at June 30, 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 six months ended June 30, 2020, there were no conversions. The outstanding balances at June 30, 2020 and December 31, 2019 were $30,000 and $30,000, respectively, with accrued interest of $1,983 and $467 at June 30, 2020 and December 31, 2019, respectively.

 

As of June 30, 2020 and December 31, 2019, total convertible debt was $621,150 and $532,616, respectively, net of debt discount of $73,725 and $179,682 at June 30, 2020 and December 31, 2019, respectively. Total accrued interest was $234,322 and $206,234 June 30, 2020 and December 31, 2019, respectively.

 

 

 


14


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 6 - Convertible Debt (continued)

 

RB Capital Partners, Inc.

 

On October 15, 2019, the Company entered into a 10% convertible note in the amount of $25,000 with RB Capital Partners, Inc. The note is payable on demand, but has a period of twelve months. The principal and accrued interest is payable on or before October 15, 2020. At the option of the Holder, 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 fixed price of $0,001. During the six months ended June 30, 2020, principal of $1,200 was converted into 1,200,000 shares of common stock.  The outstanding balance at June 30, 2020 and December 31, 2019 was $25,000 and $25,000, respectively, with accrued interest of $2,105 and $-0- at June 30, 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 $52,979 and $105,957 for the three and six months ended June 30, 2020 and 2019, respectively, as compared to $-0- and $-0- for the three and six months ended June 30, 2019. Unamortized debt discount at June 30, 2020 and December 31, 2019 were $73,725 and $179,682, respectively. The derivative liability is revalued each reporting period using the Black-Scholes model. As of June 30, 2020 and December 31, 2019, the derivative liability was $471,073 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 June 30, 2020:

 

Stock Price - The stock price was based closing price of the Company’s stock as of the valuation date, which was $0.0567 at June 30, 2020.

 

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 June 30, 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 June 30, 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 June 30, 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 120 to 128 days at June 30, 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 June 30, 2020 was 0.16%, based on the term of the note.

 

Volatility - The volatility was based on the historical volatility of the Company. The average volatility was 676.43% at June 30, 2020.


15


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 8 - Loans Payable

 

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.

 

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.

 

Coyne Enterprises, Inc.

 

On May 23, 2019, the Company entered into a loan agreement with Coyne Enterprises, Inc. in the amount of $30,000. The term of the loan was for the period June 1, 2019 through November 30, 2019. The Company continues to negotiate the extension of this loan. Interest accrues at the rate of 6% per annum and is to be paid quarterly. Prepayment or partial payment can be made with no penalty. The outstanding balance at June 30, 2020 and December 31, 2019 was $30,000 and $30,000, respectively, with accrued interest of $1,950 and $1,050 at June 30, 2020 and December 31, 2019, respectively

 

Trillium Partners LP

 

On June 16, 2020, the Company entered into a loan agreement with Trillium Partner LP in the amount of $12,500. The loan and accrued interest is due on December 31, 2020. Interest accrues at the rate of 10% per annum. The outstanding balance at June 30, 2020 was $12,000 with accrued interest of $48 at June 30, 2020.

 

Note 9 - 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 June 30, 2020 and December 31, 2019 $339,573 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 June 30, 2020 deferred compensation of $320,172 and advances of $179,828 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.

 

 


16


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 9 - Advances from Principal Executive Officer and Accrued Interest (continued)

 

Interest expense is accrued at an average annual market rate of interest which was 3.25% and 4.75% at June 30, 2020 and December 31, 2019, respectively. Interest expense due to such officer was $4,349 and $6,690 for the three and six months ended June 30, 2020 and 2019, respectively, as compared to $14,053 and $29,453 for the three and six months ended June 30, 2019, respectively. Accrued interest was $209177 and $202,487 at June 30, 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.

 

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 June 30, 2020 and December 31, 2019, deferred compensation due to the PEO were $395,571 and $345,571, respectively. As of June 30, 2020 and December 31, 2019, $320,172 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 10 - 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.


17


 

BERGIO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 11 - 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 June 30, 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 June 30, 2020:

 

2020 remainder

$

8,850

2021

 

18,180

2022

 

18,900

2023

 

19,700

2024

 

6,660

Total minimum lease payments

 

72,290

Less amounts representing interest

 

(12,166)

Present value of net minimum lease payments

 

60,124

Less current portion

 

(12,743)

Long-term capital lease obligation

$

47,381

 

(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 and six months ended June 30, 2020 and 2019 was $2,989 and $13,041, respectively, as compared to $12,341 and $27,295 for the three and six months ended June 30, 2019, respectively.

 

Note 12 - 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 13 - Subsequent Event

 

On August 13, 2020, the Company has come to an agreement with one its debtors to settle its outstanding convertible debt. Under the terms of the Agreement, the Company and Iliad Research and Trading, L.P. (“Illiad”) agreed to settle approximately $474,000 of convertible debt and accrued interest for a total of $300,000 to be paid in monthly installments of $50,000 beginning September 15, 2020.  

 

 

 

 


18


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This quarterly report on Form 10-Q and other reports (collectively, the “Filings”) filed by Bergio International, Inc. (“Bergio” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on May 15, 2020, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

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.

 

When designer and CEO, 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.


19


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Plan of Operation (continued)

 

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. 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.

 

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.

 

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 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.

 

On August 13, 2020, the Company has come to an agreement with one its debtors to settle its outstanding convertible debt. Under the terms of the Agreement, the Company and Iliad Research and Trading, L.P. (“Illiad”) agreed to settle approximately $474,000 of convertible debt and accrued interest for a total of $300,000 to be paid in monthly installments of $50,000 beginning September 15, 2020.

 

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, including a significant disruption in consumer demand and accessories,  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. 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 as well as directing efforts towards its wholesale operations.

 

 


20


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Results of Operations

 

Overview

 

Sales decreased only 7% to $77,944 for the second quarter of 2020 despite the impact of the current pandemic. 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

 

 

 

June 30, 2020

June 30, 2019

Increase

(Decrease)

Percent Increase

(Decrease)

Sales, net

$  77,944

$   83,963

$    (6,019)

(7.2%)

 

 

 

 

 

Gross profit

$  32,092

$   42,201

$  (10,109)

(24.0%)

 

 

 

 

 

Gross profit as a % of sales

41.2

50.3%

 

 

 

 

Six Months Ended

 

 

 

June 30, 2020

June 30, 2019

Increase

(Decrease)

Percent Increase

(Decrease)

Sales, net

$  153,337

$    221,072

$ (67,735)

(30.6%)

 

 

 

 

 

Gross profit

$    81,179

$    140,364

$ (59,135)

(42.2%)

 

 

 

 

 

Gross profit as a % of sales

52.9%

63.5%

 

 

 

Sales

 

Net sales for the three and six ended June 30, 2020 decreased $6,019 (7.2%) and $67,735 (30.6% to $77,944 and $153,337, respectively as compared to $83,963 and $221,072 for the three and six ended June 30, 2019, respectively. 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, which have opened in the third quarter, but the stores still feel the impact of reduced consumer spending. We were able to minimize the impact of the effect on our retail stores by expanding our online presence and have been experiencing some positive results, but it is too early to assess the real impact.

 


21


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Results of Operations (continued)

 

Gross Profit

 

Gross profit decreased $10,109 (24%) and $59,135 (42.2%) to $32,092 and $81,179 for the three and six months ended June 30, 2020, respectively, as compared to $42,201 and $140,364 for the three and six months ended June 30, 2019, respectively. This decrease primarily is a result of the decrease in sales.

 

Selling, General & Administrative Expenses

 

Total selling, general and administrative expenses increased $26,859 (21.9%) and $94,742 (25.1%) to $149,742 and $377,845 for the three and six quarter ended June 30, 2020 as compared to $122,883 and 4283,103 for the three and six months ended June 30, 2019. This increase in mainly attributed to higher consulting expenses offset partially by lower depreciation and commission expenses. During the six months ended June 30, 2020, the Company incurred $148,000 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 expense are not expected to be significant for the remainder of the year.

 

Loss from Operations

 

As a result of the above, we had losses from operations of $117,650 and $296,666 for the three and six months ended June 30, 2020 as compared to a losses from operations of $80,682 and $142,739 for the three and six months ended June 30, 2019.

 

Other Expense

 

For the three months ended June 30, 2020 the Company had other income of $1,026,345 as compared to other expense of $30,663 for the three and six months ended June 30, 2020. This increase is primarily attributed to change in fair value of derivatives. For the six months ended June 30, 2020 the Company had other expense of $265,540 as compared to other expense of $59,454 for the six months ended June 30, 2019. The increase in other expense is primarily attributed to the increase in amortization of debt discount and the change in the fair value of derivatives.

 

Net Loss

 

As a result of the above, we had net income $908,695 for the three months ended June 30, 2020 as compared to net loss of $111,345 for the three months ended June 30, 2019. For the six months ended June 30, 2020 we incurred a net loss of $562,206 as compared to a net loss of $202,193 for the six months ended June 30, 2019.

 

Liquidity and Capital Resources

 

The following table summarizes working capital at June 30, 2020, compared to December 31, 2019:

 

 

 

June 30, 2020

 

December 31, 2019

 

Increase/

(Decrease)

 

 

 

 

 

 

 

Current Assets

 

$

1,262,571

 

$

1,292,464

 

$

(29,893)

Current Liabilities

 

$

1,849,799

 

$

1,549,570

 

$

(300,229)

Working Capital

 

$

(587,228)

 

$

(257,106)

 

$

(330,122)

 

At June 30, 2020 the Company had negative working capital of $587,228 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 accounts payable and accrued expenses and convertible debt.


22


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Liquidity and Capital Resources (continued)

 

During the six months ended June 30, 2020, the Company’s principal sources and uses of funds were as follows:

 

Cash used in operating activities: For the six months ended June 30, 2020, the Company used $14,754 in cash for operations as compared to using $23,419 in cash for operations for the six months ended June 30, 2019. This decrease in cash used in operations is primarily attributed to increase in accounts payable and accrued expenses offset partially by the increase in accounts receivable.

 

Cash (used in) provided by investing activities: For the six months ended June 30, 2020, the Company used no cash for investing activities as compared to using $3,100 of cash in investing activities for the six months ended June 30, 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 six months ended June 30, 2020 was $8,036 as compared to providing $40,669 for the six months ended June 30, 2019. This decrease is primarily the result of lower proceeds from loans 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 June 30, 2020, total convertible debt was $632,150, net of debt discount of $73,725 at June 30, 2020.

 

On August 13, 2020, the Company has come to an agreement with one its debtors to settle its outstanding convertible debt. Under the terms of the Agreement, the Company and Iliad Research and Trading, L.P. (“Illiad”) agreed to settle approximately $474,000 of convertible debt and accrued interest for a total of $300,000 to be paid in monthly installments of $50,000 beginning September 15, 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 $12,222,661 as of June 30, 2020. As of June 30, 2020, the Company had $632,150 in convertible debentures as well as $61,108 in loans payable. At June 30, 2020, the Company also had a stockholders’ deficit of $958,599. 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.

 

 


23


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Liquidity and Capital Resources (continued)

 

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. The Company has also increased its online presence to minimize the impact of having to close its retail stores as well as directing efforts towards its wholesale 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.

 

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.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results or operations, liquidity, capital expenditures or capital resources that is deemed material.

 

Critical Accounting Policies

 

Our critical accounting policies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report. There have been no changes in our critical accounting policies. Our significant accounting policies are described in our notes to the 2019 consolidated financial statements included in our Annual Report.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

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


24


 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


25


 

PART II - OTHER INFORMATION

 

Item 1. 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.

 

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on May 15, 2020.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the three months ended June 30, 2020, we have issued the following securities which were not registered under the Securities Act. 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.

 

On May 1, 2020, we issued 1,200,000 shares of common stock valued at $1,200 to RB Capital Partners, Inc. for conversion of its convertible debt.

 

On May 22, 2020, we issued 500,000 shares of common stock valued at $6,900 to Auctus Fund, LLC for accrued expenses and fees.

 

Item 3. 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.

 

Item 4. Mine Safety Disclosure.

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable.

 

 

 

 

 

 

 

 

 

 


26


 

 

Item 6. Exhibits.

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

 

 

 

31.2

 

Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

 

 

 

32.1

 

Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

 

 

32.2

 

Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


27


 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

BERGIO INTERNATIONAL, INC.

 

 

 

 

Date: August 14, 2020

By:  /s/ Berge Abajian

 

 

 

Name: Berge Abajian

 

Title: Chief Executive Officer

 

(Principal Executive Officer)

 

(Principal Financial Officer)

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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