10

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Statements in thisThis prospectus may be “forward-lookingcontains forward-looking statements.”  Forward-looking These statements include, but are not limitedrelate to statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions.  our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology.

These statements are based on current expectations, estimatesonly predictions and projections about our business based, in part, on assumptions made by management.  These statements are not guarantees of future performanceinvolve known and involveunknown risks, uncertainties, and assumptions that are difficult to predict.  Therefore,other factors, including those discussed under “Risk Factors.” The following factors, among others, could cause our actual outcomesresults and results may, and are likelyperformance to differ materially from what isthe results and performance projected in, or implied by, the forward-looking statements:

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

All forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus and in other documents which we file with the SEC.  In addition, such statements could be affected by risks and uncertainties relateddocument are based on information currently available to our ability to raise any financing which we may require for our operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions.  Any forward-looking statements speak onlyus as of the date on which they are made,of this prospectus, and we do not undertake anyassume no obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus, exceptstatements other than as may be required under applicable securities laws.by law.

USE OF PROCEEDS

The Selling Security HolderBecause the offering is selling alla best-efforts offering, we are presenting this information assuming that we sell 25%, 50% and 100% of the shares offered hereby. For purposes of our common stock covered by this prospectus for its own account.  Accordingly,table, we will not receive any proceeds fromused $0.0002, the resale of our common stock.  However, we will receive proceeds from any sale of the common stock to TCA under the Equity Agreement.  per-share offering price.

We intend to use the net proceeds received for working capital or general corporate needs.as follows:

SELLING SECURITY HOLDERS

We agreed to register for resale  17,500,000 SharesThis expected use of the net proceeds from this offering and our existing cash represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development and commercialization efforts, the status of and results from clinical trials, as well as any collaboration that we may enter into with third parties, and any unforeseen cash needs. As a result, our management will put to TCA pursuant toretain broad discretion over the Equity Agreement.  The Equity Agreement with TCA provides that TCA is committed to purchase up to $2,500,000 of our common stock.  We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditionsallocation of the Equity Agreement.net proceeds from this offering. We have no current agreements, commitments or understandings for any material acquisitions or licenses of any products, businesses or technologies.

Selling Security Holder PursuantOur management will have broad discretion over the uses of the net proceeds from this offering. Pending these uses, we intend to invest the Equity Agreement

TCA isnet proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the potential purchaserU.S. government.

DETERMINATION OF THE OFFERING PRICE

We currently expect the offering price to be $0.0002 per share of our common stock underfor the Equity Agreement.  The  17,500,000 Sharesshares of stock being offered in this prospectus are based on the Equity Agreement between TCA and us.  TCA may from timeby us pursuant to time offer and sell any or all of the Shares that are registered under this prospectus.

The purchase price is ninety-five percent (95%) of the lowest daily volume weighted averageoffering price of the Company’s common stock forhas been arbitrarily determined by our board of directors and bears no relationship to any objective criterion of value. The price does not bear any relationship to the fiveCompany’s assets, book value, historical earnings or net worth. In determining the offering price, the board of directors considered such factors as the lack of recent trading days immediately followingprices of the date on whichcommon stock, the board’s perception of our future prospects, past and anticipated operating results, present financial resources and the likelihood of selling the shares of common stock offered hereby. Accordingly, the offering price should not be considered an indication of the actual value of the Company or the common stock.

As noted above you should not consider the offering price as an indication of value of Bergio International, Inc. or our common stock. You should not assume or expect that, after the offering, our shares of common stock will trade at or above the offering price in any given time period. Our stock currently does not trade at all and is deemed to provide an advance notice under the Equity Agreement.

We are unable to determine the exact number of Shares that will actually be sold by TCA according to this prospectus due to:

·

the ability of TCA to determine when and whether it will sellnot quoted on any of the Shares under this prospectus; and

·

the uncertainty as to the number of Shares that will be issued upon exercise of our put options through the delivery of an Advance notice under the Equity Agreement.

market. The following information contains a description of how TCA acquired (or shall acquire) the shares to be sold in this offering.  TCA has not held a position or office, or had any other material relationship with us, except as follows.

TCA is a limited partnership organized and existing under the laws of the Cayman Islands.  All investment decisions of, and control of, TCA is held by its general partner TCA Global Credit Fund GP, Ltd (“TCA GP”).  Robert Press is the manager of TCA GP, and he has voting and investment power over the shares beneficially owned by TCA.  TCA acquired, or will acquire, all shares being registered in this offering in the financing transaction with us.

TCA intends to sell up to  17,500,000 Sharesmarket price of our common stock pursuantmay decline during or after the offering, and you may not be able to sell the Equity Agreement under this prospectus.  On December 23, 2011, the Company and TCA entered into the Equity Agreement pursuant to which we have the opportunity, for a twenty-four (24) month period, beginning on the date on which the SEC first declares effective this registration statement registering the resale of our shares by TCA, to sellunderlying shares of our common stock forpurchased during the offering at a total price of $2,500,000.  For each shareequal to or greater than the offering price. You should obtain advice from your financial advisor before purchasing shares and make your own assessment of our common stock purchased underbusiness and financial condition, our prospects for the Equity Agreement, TCA will pay ninety-five percent (95%)future, and the terms of the lowest daily volume weighted averageoffering.

DILUTION

The offering price of the Company’s common stockShares of Common Stock being offered for sale pursuant to this Offering is substantially higher than the five trading days immediately followingbook value per share of the date on whichCommon Stock. Accordingly, investors purchasing the CompanyShares pursuant to this Offering will experience an immediate and significant dilution in the book value per share of the Shares purchased. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is deemedraised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to provide an advance notice of a saleour stockholders. See “Risk Factors-We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders” and “We can sell additional shares of common stock under the Equity Agreement.

We relied on an exemption from the registration requirements of the Securities Act.  The transaction does not does involve a privatewithout consulting stockholders and without offering TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about the Company and its investment.

At an assumed purchase price under the Equity Agreement of $0.00342 (equal to 95% of the closing price of our common stock of $0.0036 on June 21, 2012), we will be able to receive up to $59,850 in gross proceeds, assuming the sale of the entire 17,500,000 Shares of our common stock being registered hereunder pursuant to the Equity Agreement.  At an assumed purchase price of $0.00342 under the Equity Agreement, we would be required to register 713,949,152 additional shares to obtain the balance of $2,500,000 under the Equity Agreement.

There are substantial risks to investors as aexisting stockholders, which would result of the issuance of shares of our common stock under the Equity Agreement.  These risks includein dilution of stockholdersstockholders’ interests in Bergio International, Inc. and significant decline incould depress our stock price.”

TCADILUTION TABLE

The price of the current offering is fixed at $0.0002 per common share. This price is significantly higher than the price paid by our Directors and Officers for common equity since the Company’s inception.

Assuming completion of the offering, there will periodically purchasebe up to 8,997,775,029 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels based on total stockholders’ equity of our5,514,662 as of June 30, 2022.

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

Market Information

Our common stock is quoted on the OTC Pink under the Equity Agreement and will in turn, sell such shares to investors in the market at the prevailing market price.  This may cause our stock price to decline, which will require us to issue increasing numbers of shares to TCA to raise the same amount of funds, as our stock price declines.trading symbol “BRGO”.

TCA and any participating broker-dealers are “underwriters” within the meaning of the Securities Act.  All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holder in connection with the sale of such shares.

Except as indicated below, neither the Selling Security Holder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.

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

Holders

As of September 16, 2022, there were 3,997,775,029 shares of common stock outstanding, which were held by approximately 39 record holders.

As of the Selling Security Holder,date of this S-1, we have no present commitments to issue shares of our capital stock to any 5% holder, director or nominee, other than pursuant to the Notes and Warrants we entered into effective February 11, 2021 in connection with the Aphrodite’s Acquisition and the Certificates of Designation for our Series B and Series D Preferred Stock, as more fully set forth elsewhere in this Form S-1.

Dividends

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

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

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

This S-1 contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 29, 2022.

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

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

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 unaudited condensed 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.

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

It is our intention to open elegant stores in “high-end” areas and provide excellent service in our stores which will be staffed with knowledgeable professionals. We also intend to sell our products on a wholesale basis to limited customers.

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

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

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

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

On February 10, 2021, Bergio International, Inc. entered into an Acquisition Agreement with Digital Age Business, Inc., a Florida corporation, (“Digital Age Business”), pursuant to which the shareholders of Digital Age Business  agreed to sell all of the assets and liabilities of its Aphrodite’s business to a subsidiary of the Company known as Aphrodite’s Marketing, Inc., a Wyoming corporation in exchange for 3,000 Series B Preferred Stock of the Company, which collectively, shall be convertible at Shareholders’ option, at any time, in whole or in part, into that number of shares of common stock beneficiallyof the Company which shall equal thirty percent (30%) of the total issued and outstanding common stock of the Company (as determined at the earlier of (i) the date of conversion of the Series B Preferred Stock; and (ii) eighteen (18) months following the Closing). In addition, the Company will provide an additional $5,000,000 in financing for Aphrodite’s Marketing, Inc. We own 51% of Aphrodite’s Marketing, Inc.

On July 1, 2021, we entered into an Agreement and Plan of Merger with GearBubble, Inc., a Nevada corporation, pursuant to which the shareholders of GearBubble agreed to sell 100% of the issued and outstanding shares of GearBubble to a subsidiary of the Company known as GearBubble Tech, Inc., a Wyoming corporation in exchange for $3,162,000 (the “Cash Purchase Price”), which shall be paid as follows: a) $2,000,000 (which was paid in cash at Closing), b) $1,162,000 to be paid in 15 equal installments, and c) 49,000 of the 100,000 authorized shares of the Merger Sub, such that upon the Closing, 51% of the Merger Sub shall be owned by the Selling Security HolderCompany, and 49% of the Merger Sub shall be owned by the GearBubble Shareholders. We own 51% of GearBubble Tech, Inc.

The funding for these acquisitions were a combination of proceeds from the issuance of common stock from our S-1 Registration Statement and debt.

Aphrodite’s Marketing and GearBubble Tech are expected to increase our online presence and provide for expansion of the Bergio Brand. Aphrodite is a one-stop shop for jewelry, gifts, and surprises for any occasion. The online stores provide for a unique gifting experience in the ecommerce space. With their technological experience in ecommerce, we expect to grow the Bergio Brand, and in conjunction with Bergio’s design expertise and years of experience in the jewelry industry, we believe we can successfully grow the business.

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

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

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

Results of Operations - For the Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Overview

Net revenues increased during the year ended December 31, 2021 due to Aphrodite’s Marketing and GearBubble Tech acquisition as compared to the year ended December 31, 2020 despite the impact of the current pandemic. Our retail operations have been impacted by the pandemic. We continue to evaluate our initiatives. We are expanding our online presence and have been experiencing positive results, but it is too early to assess the real impact.  The Company continues to position itself for the future with the acquisition of Aphrodite’s Marketing and GearBubble Tech and take advantage of the Bergio brand in the E-Commerce space as well as establishing 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 but with the addition of our online presence it has helped the company to reach a favorable balance. 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 and we have initiated measures to strengthen our financial position. As a result, we have accomplished the following:

These events have allowed us to reduce our debt, provided limited funding for operations, and funding for the Aphrodite’s Marketing and GearBubble Tech. We continue to pursue other opportunities. 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.

Net Revenues

Net revenues for the year ended December 31, 2021 increased by $10,413,182 to $10,997,988 as compared to $584,806. This increase is the result of the acquisition of Aphrodite’s Marketing and GearBubble Tech which expanded the selling opportunities internationally and nationwide thru out the US.

Cost of Revenues

Cost of revenues consists primarily of the cost of the merchandise, shipping fees, credit card processing services, fulfillment cost, ecommerce sellers’ pay-out; costs associated with operation and maintenance of the Company’s platform. Cost of revenues for the year ended December 31, 2021 increased by $4,560,125 to $4,803,813 as compared to $243,688. This increase is the result of increase in net revenues related to the acquisition of Aphrodite’s Marketing and GearBubble Tech as discussed above.

Gross Profit

Gross profit increased by $5,853,057 to $6,194,175 for the year ended December 31, 2021 as compared to $341,118 for the year ended December 31, 2020.  This increase is primarily attributable to increase in net revenues as discussed above.

Operating Expenses

Operating expenses increased by $7,068,064 to $7,672,916 for the year ended December 31, 2021 as compared to $604,852 for the year ended December 31, 2020. The increase was primarily attributable to i) increase in selling and marketing expenses of $4,057,448 primarily attributable to increase advertising and marketing activities through social media, digital marketing, and promotional campaigns, sales commissions, and related cost of shipping products to customers ii) increase professional and consulting expenses of $1,402,133 primarily related to increase in consulting and contractor fees related to increase operations as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech, iii) increase in compensation and related taxes of $839,858 primarily related to the increase in number of employees as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech and iv) increase in general and administrative expenses of $768,625 primarily attributable to increase in rent or lease expenses, amortization expense, insurance, and office expenses . The overall increase in operating expenses reflect the increase in business operations as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech.

Loss from Operations

As a result of the above, we had a loss from operation of $1,478,741 for the year ended December 31, 2021 as compared to a loss from operations of $263,734 for the year ended December 31, 2020.

Other Income (Expense)

For the year ended December 31, 2021, the Company had other expense of $2,083,444 as compared to other income of $115,684 for the year ended December 31, 2020, an increase of $2,199,128 in other expense. The increase in other expense is primarily attributed to the decrease in change in fair value of derivative liabilities of $80,347, increase in amortization of debt discount of $1,732,163, increase in interest expense of $474,405, increase in derivative expense of $227,619 offset by increase in gain on extinguishment of debt of $594,776 and other income of $16,890.

Net Loss Attributable to Bergio International, Inc.

As a result of the above, we had net loss attributable to Bergio International, Inc. $2,638,556 for the year ended December 31, 2021 as compared to $148,050 for the year ended December 31, 2020.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2021, compared to December 31, 2020.

 The following table summarizes total current assets, liabilities and working capital at December 31, 2021, compared to December 31, 2020.

Our working capital deficit was $2,363,877 at December 31, 2021 as compared to working capital of $215,314 at December 31, 2020. This decrease in working capital is primarily attributed to the increase in liabilities as result of the acquisition of Aphrodite’s Marketing and GearBubble Tech.

During the year ended December 31, 2020, the Company had a net increase in cash of $1,023,114. The Company’s principal sources and uses of funds were as follows:

Cash used in operating activities.

For the year ended December 31, 2021, the Company used $2,179,237 in cash for operations as compared to $180,102 in cash used for operations for year ended December 31, 2020. This increase in cash used in operations is primarily attributed to increase in net loss, increase in depreciation and amortization expense of $237,879, increase in amortization of debt discount and deferred financing cost of $1,732,163, increase in derivative expense of $227,619, increase in change in fair value of derivative liabilities of $80,347, increase in inventory of 943,477, increase in accounts payable and accrued liabilities of $338,343 offset by non-controlling interest of $923,629, increase in gain from extinguishment of debt $594,776, decrease in accounts receivable of $48,931, decrease in prepaid expenses of $362,111, and decrease deferred compensation of $99,408.

For the year ended December 31, 2020, the Company used $180,102 in cash for operations This increase in cash used in operations was mostly attributed to decrease in accounts payable and accrued liabilities offset partially by the increase in deferred compensation.

Cash used in investing activities.

For the year ended December 31, 2021, the Company used $886,209 in cash for investing activities as a result of cash paid for the acquisition of GearBubble Tech for $2,000,000 and purchases of property and equipment of $47,685 offset by cash acquired from the acquisition of GearBubble Tech of $1,161,476 as compared to $0 of cash used in investing activities for the year ended December 31, 2020.

Cash provided financing activities.

Net cash provided by financing activities for the year ended December 31, 2021 was $4,088,560 as compared to $227,393 for the year ended December 31, 2020. This increase is primarily the result of net proceeds received from convertible notes of $1,890,000, sale of common stock of $3,768,730, proceeds from loans and note payable of $1,196,547 offset partially by repayments of loans and notes payable of $2,108,520, repayment of debt of $567,403 and repayment of convertible debt of $30,000.

For the year ended December 31, 2020, the Company provided $227,393 in financing activities. This increase was primarily the result of an increase in proceeds from convertible debt, loans payable partially and proceeds from the sale of stock offset by higher payments of loans payable and advances from stockholder.

Our indebtedness is comprised of various convertible debt, notes payable, loans payable, 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 Notes

From time to time the Company enters into certain financing agreements for convertible notes. For the most part, the Company settles these obligations with the Company’s common stock. As of December 31, 2021, principal amounts under the convertible notes payable was $1,259,000, net of debt discount of $312,714.

Notes Payable

The Company has total notes payable including secured notes payable of $1,194,083 classified as current portion and total notes payable – long term portion of $261,776 at December 31, 2021.

Loans Payable

The Company has loans payable and accrued interest of $969,646 at December 31, 2021.

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 approximately $14.5 million as of December 31, 2021. As of December 31, 2021, the Company has $1,259,000 in principal amounts of convertible notes, notes payable (current and long-term portion) of $1,455,859 and $969,646 in loans payable. 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.

Results of Operations - For the Six Months Ended June 30, 2022 Compared to the the Six Months Ended June 30, 2021

Overview

Net revenues increased during the six months ended June 30, 2022 due to Aphrodite’s Marketing and GearBubble Tech acquisition as compared to the six months ended June 30, 2021 despite the impact of the current pandemic. Our retail operations have been impacted by the pandemic. We continue to evaluate our initiatives. We are expanding our online presence and have been experiencing positive results, but it is too early to assess the real impact.  The Company continues to position itself for the future with the acquisition of Aphrodite’s Marketing in February 2021 and GearBubble Tech in July 2021 and take advantage of the Bergio brand in the E-Commerce space as well as establishing 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 but with the addition of our online presence it has helped the company to reach a favorable balance. 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 and we have initiated measures to strengthen our financial position. As a result, we have accomplished the following:

These events have allowed us to reduce our debt, provided limited funding for operations, and funding for the Aphrodite’s Marketing and GearBubble Tech. We continue to pursue other opportunities. Moreover, there is no assurance that sufficient funding will be available, or if available, that its terms will be favorable to the Company. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Net Revenues

Total net revenues for the three months ended June 30, 2022 including net revenues – related parties which amounted to $2,459,197 increased by $321,877 as compared to $2,137,320. Total net revenues for the six months ended June 30, 2022 including net revenues – related parties which amounted to $4,554,748 increased by $1,268,114 as compared to $3,286,634. This increase in total net revenues is the result of the acquisition of Aphrodite’s Marketing and GearBubble Tech which expanded the selling opportunities internationally and nationwide thru out the US.

Cost of Revenues

Cost of revenues consists primarily of the cost of the merchandise, shipping fees, credit card processing services, fulfillment cost, ecommerce sellers’ pay-out; costs associated with operation and maintenance of the Company’s platform. Cost of revenues for the three months ended June 30, 2022 increased by $740,097 to $1,118,184 as compared to $688,256. Cost of revenues for the six months ended June 30, 2022 increased by $1,777,502 to $2,465,758 as compared to $378,090. This increase is the result of increase in net revenues related to the acquisition of Aphrodite’s Marketing and GearBubble Tech.

Gross Profit

Gross profit decreased by $418,217 to $1,341,013 for the three months ended June 30, 2022 as compared to $1,759,230 for the six months ended June 30, 2021. Gross profit decreased by $509,388 to $2,088,990 for the six months ended June 30, 2022 as compared to $2,598,378 for the six months ended June 30, 2021.  This decrease is primarily attributable to increase in cost of revenues as discussed above.

Operating Expenses

Operating expenses decreased by $271,141 to $1,962,330 for the three months ended June 30, 2022 as compared to $2,233,471 for the three months ended June 30, 2021. The decrease was primarily attributable to i) decrease in selling and, marketing expenses of $630,153 primarily attributable to decrease advertising and marketing activities through social media, digital marketing, and promotional campaigns ii) increase professional and consulting expenses of $221,295 primarily related to increase in consulting and contractor fees related to increase operations as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech, iii) increase in compensation and related taxes of $95,471 primarily related to the increase in number of employees as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech and iv) increase in general and administrative expenses of $42,246. The overall decrease in operating expenses reflect the decrease in advertising and marketing expenses through social media and digital marketing activities.

Operating expenses increased by $236,563 to $3,674,264 for the six months ended June 30, 2022 as compared to $3,437,701 for the six months ended June 30, 2021. The increase was primarily attributable to i) decrease in selling and, marketing expenses of $574,991 primarily attributable to decrease advertising and marketing activities through social media, digital marketing, and promotional campaigns ii) increase professional and consulting expenses of $603,479 primarily related to increase in consulting and contractor fees related to increase operations as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech, iii) increase in compensation and related taxes of $279,389 primarily related to the increase in number of employees as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech and iv) decrease in general and administrative expenses of $71,314 due to decrease in depreciation and office expenses. The overall increase in operating expenses reflect the increase in business operations as a result of the acquisition of Aphrodite’s Marketing and GearBubble Tech.

Loss from Operations

As a result of the above, we had a loss from operation of $621,317 for the three months ended June 30, 2022 as compared to a loss from operations of $474,241 for the three months ended June 30, 2021. We had a loss from operation of $1,585,274 for the six months ended June 30, 2022 as compared to a loss from operations of $839,323 for the six months ended June 30, 2021.

Other Income (Expense)

For the three months ended June 30, 2022, the Company had other income (expense) of $435,937 as compared to other expense of $1,446,260 for the six months ended June 30, 2021, a change of $1,882,197. The increase in other income is primarily attributed to the decrease in amortization of debt discount and deferred financing cost of $427,209, decrease in interest expense of $332,425 due to the repayments of debt, and decrease in change in fair value of derivative liabilities of $1,024,982, and decrease in derivative expense of $88,837.

For the six months ended June 30, 2022, the Company had other expense of $678,417 as compared to other expense of $1,558,800 for the six months ended June 30, 2021, a decrease of $880,383 in other expense. The decrease in other expense is primarily attributed to the decrease in amortization of debt discount and deferred financing cost of $268,371, decrease in change in fair value of derivative liabilities of $1,325,765, decrease in derivative expense of $197,303, and decrease in gain from extinguishment of debt of $161,905 offset by increase in interest expense of $715,894 due to note conversions.

Net Income (Loss) Attributable to Bergio International, Inc.

As a result of the above, we had net income (loss) attributable to Bergio International, Inc. $20,511 for the three months ended June 30, 2022 as compared to ($1,619,617) for the three months ended June 30, 2021. As a result of the above, we had net loss attributable to Bergio International, Inc. $1,565,075 for the six months ended June 30, 2022 as compared to $2,020,971 for the six months ended June 30, 2021.

Net Loss Available to Bergio International, Inc. Common Stockholders

As a result of the above, we had net loss available to Bergio International, Inc. common stockholders of $720,367 for the three months ended June 30, 2022 as compared to $1,619,617 for the three months ended June 30, 2021 after the recognition of deemed dividend of $740,878 upon the issuance of the Series D Preferred Stock. As a result of the above, we had net loss available to Bergio International, Inc. common stockholders of $3,120,953 for the six months ended June 30, 2022 as compared to $2,020,971 for the six months ended June 30, 2021 after the recognition of deemed dividend of $1,555,878 upon the issuance of the Series D Preferred Stock.

Liquidity and Capital Resources

The following table summarizes working capital at June 30, 2022, compared to December 31, 2021:

At June 30, 2022 the Company had working capital deficit of $408,809 as compared to $2,363,877 at December 31, 2021. This decrease in working capital deficit is primarily attributed to the decrease in liabilities.

During the six months ended June 30, 2022, the Company’s principal sources and uses of funds were as follows:

Cash used in operating activities: For the six months ended June 30, 2022, the Company used $1,577,894 in cash for operations as compared to $755,753 in cash used for operations for the six months ended June 30, 2021. This increase in cash used in operations is primarily attributed to net loss of $1,565,075, amortization expense of $120,978, non-cash interest upon conversion of debt of $1,025,660, amortization of debt discount and deferred financing cost of $402,494, offset by non-controlling interest of $698,616, change in fair value of derivative liabilities of $556,554, gain from extinguishment of debt $261,404, and decrease in changes in operating assets and liabilities of $66,478 primarily attributable to increase in accounts receivable of $90,062, increase in accrued compensation – CEO of $403,460, decrease in inventory of $205,297, decrease in accounts payable and accrued liabilities of $234,034, and decrease in deferred compensation – CEO $346,163.

For the six months ended June 30, 2021, the Company used $755,753 in cash for operations as compared to $14,754 in cash used for operations for the six months ended June 30, 2020. This increase in cash used in operations is primarily attributed to increase in net loss, increase in depreciation and amortization expense, increase in amortization of debt discount and deferred financing cost, increase in derivative expense, increase in change in fair value of derivative liabilities, increase in inventory, increase in accounts payable and accrued liabilities offset by increase in gain from extinguishment of debt and decrease in prepaid expenses.

Cash used in investing activities: For the six months ended June 30, 2022, the Company used $0 in cash for investing activities as compared to $44,355 of cash in investing activities for the six months ended June 30, 2021 for purchase of property and equipment.

Cash provided by financing activities: Cash provided by financing activities for the six months ended June 30, 2022 was $979,172 as compared to $3,149,135 for the six months ended June 30, 2021 and was primarily the result of net proceeds received from convertible notes of $76,250, sale of preferred stock of $1,555,000, proceeds from loans $595,600, proceeds from a note of $110,000 offset by repayments of loans payable of $641,606, repayment of secured notes of $400,000, repayment of note of $180,414 and repayment of advances to CEO of $135,858.

Cash provided by financing activities for the six months ended June 30, 2021 was $3,149,135 and was primarily the result of increases in funds raised proceeds from the proceeds from notes payable of $1,617,500, sale of common stock of $2,958,837 offset by repayments of loans payable, debt and convertible debt for a total of $1,437,379.

Our indebtedness is comprised of loans payable, convertible notes, and promissory note intended to provide capital for the ongoing manufacturing of our jewelry line, in advance of receipt of the payment from our retail distributors.

Convertible Notes

From time to time the Company enters into certain financing agreements for convertible notes. For the most part, the Company settles these obligations with the Company’s common stock. As of June 30, 2022, principal amounts under the convertible notes payable was $80,000, net of debt discount of $55,013 at June 30, 2022.

Notes Payable

The Company has total notes payable of $788,372 classified as current portion and total notes payable – long term portion of $261,866 at June 30, 2022.

Loans Payable

The Company has loans payable and accrued interest of $923,465 at June 30, 2022.

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 $17,587,581 as of June 30, 2022. As of June 30, 2022, the Company has principal amounts of convertible notes of $80,000, notes payable (current and long-term portion) of $1,050,238 and loans payable of $923,465. 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 unaudited condensed 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.

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

Research and Development

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

Expected Purchase or Sale of Plant and Significant Equipment

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

Critical Accounting Policies

The Company prepares its financial statements in accordance with GAAP. In preparing the financial statements and accounting for the underlying transactions and balances, the Company applies its accounting policies as disclosed in Note 3 of our Notes to Consolidated Financial Statements.  The Company’s accounting policies that require a higher degree of judgment and complexity used in the preparation of financial statements include:

Revenue Recognition

The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.  ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation. The standalone selling price, or our best estimate of standalone selling price, is used to allocate the transaction price to the separate performance obligations. The Company recognizes revenue when, or as, the performance obligation is satisfied.

Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Also, significant judgment may be required to determine the allocation of transaction price to each distinct performance obligation.

Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

The Company’s subsidiary, GearBubble Tech, recognizes revenue from three sources: (1) e-commerce revenue (2) platform subscription fees and (3) partner and services revenue.

The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, in determining whether it is appropriate to record the gross amount of merchandise sales and related costs or the net amount earned as commissions. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. The ecommerce sellers have no further obligation to the customer after the promised goods are transferred to the customer. Based on its evaluation of these factors, we have determined we are the principal in these arrangements. Through our suppliers, we have the ability to control the promised goods and as a result, the Company records ecommerce sales on a gross basis.

The Company refunds the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our partners have made an error, such as shipping the wrong product. If the return is not a result of a product defect or a fulfillment error and the customer initiate a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. If our customer returns an item that has been opened or shows signs of wear, the Company issues a partial refund minus the original shipping charge and actual return shipping fees.

Marketing

The Company applies ASC 720 “Other Expenses” to account for marketing costs. Pursuant to ASC 720-35-25-1, the Company expenses marketing costs as incurred. Marketing costs include advertising and related expenses for third party personnel engaged in marketing and selling activities, including sales commissions. The Company directs its customers to the Company’s ecommerce platform through social media, digital marketing, and promotional campaigns. Marketing costs are included in selling and marketing expenses on the consolidated statement of operations. 

Fair Value of Financial Instruments

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued liabilities, and deferred compensation approximate their fair market value based on the short-term maturity of these instruments.

Derivative Liabilities

The Company has certain financial instruments that are embedded derivatives associated with capital raises and acquisition (see Note 13). The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date hereof and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

Off Balance Sheet Arrangements

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

Recently Adopted Authoritative Pronouncements

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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

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

Quantitative and Qualitative Disclosures about Market Risk.

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

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.

DEFAULTS UPON SENIOR SECURITIES

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

MINE SAFETY DISCLOSURES

Not applicable.

DIRECTORS AND EXECUTIVE OFFICERS

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of September 16, 2022. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board, and are elected or appointed to serve until the next meeting of the Board following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Background of Directors and Officers

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

Term of Office

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

Involvement in Certain Legal Proceedings

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

Meetings of Our Board of Directors

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

Committees of the Board

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

Audit Committee

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

Nominating Committee

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

Code of Ethics

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

EXECUTIVE COMPENSATION.

Overview

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

Compensation Program Objectives and Philosophy

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

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

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

Employment Agreements

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

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

Effective September 1, 2011, the Company and PEO entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) which primarily retains the term and compensation of the original agreement. The Amended Agreement, however, removes the section which previously provided for the issuance of Company common stock to the CEO, from time to time, when the Company is unable to pay the CEO the full amount of his Base Salary (as defined in the Amended Agreement) which would allow the CEO to maintain a fifty-one percent (51%) share of the Company’s outstanding common stock.  However, the CEO does have the right to request all or a portion of his unpaid Base Salary be paid with the Company’s restricted common stock. In addition, the Amended Agreement provides for the issuance of 51 shares of newly authorized Series A Preferred Stock to be issued to the CEO. As defined in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock, each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company. Effective November 3, 2011, the CEO notified the Company that for the one year period, retroactive from April 1, 2011, through December 31, 2012, he would reduce his Base Salary to $100,000. The reduction in base compensation was subsequently extended to December 31, 2013. The CEO is currently deferring his salary to conserve cash. Deferred wages due to the CEO amounted to $445,571 and $345,571 for the periods ended December 31, 2020 and December 31, 2019, respectively. 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. The CEO in December 2020 returned these shares to the Company.  As of December 31, 2021 and 2020, $0 and $320,172, respectively, of these amounts were classified as a long-term liability.

Effective March 26, 2021, the number of shareauthorized shares of Series A Preferred Stock was increased from 51 to 75 by filing Articles of Amendment in Wyoming. Also on March 26, 2021, an additional 26 shares of Series A Preferred Stock were issued to Berge Abajian, our CEO, giving him a total of 75 shares of our Series A Preferred Stock, with the voting power equal to 75% of the issued and outstanding shares of our Common Stock, through which he maintains voting control over the Company.

On July 1, 2021, the Company entered into an Amended and Restated Executive Employment Agreement (“Amended Employment Agreement”) with the CEO of the Company, Berge Abajian (the “Executive”). The term of the Amended Employment Agreement shall be for 5 years and shall be automatically extended for successive periods of 1 year unless terminated by the Company or the Executive. The Executive shall receive a base salary of $250,000 per year and such base salary shall automatically increase in a rate of 3% per annum for each consecutive year after 2021 or at such rates as may be approved by the board of directors of the Company. Upon written request of the Executive, the Company shall pay all or a portion of the base salary owed to Executive in the form of i) a convertible promissory note, or ii) the Company’s common stock or if available, S-8 common stock. Additionally, the Executive is eligible to receive quarterly bonus at the discretion of the board of directors of the Company. Additionally, the Executive shall be eligible to participate in the Company’s 2021 Stock Incentive Plan.

On July 9, 2021, and under the terms of the ESOP, the Company’s Board of Directors approved the future issuance of 500,000,000 shares of our Common Stock to our CEO, Berge Abajian, subject to the Company increasing its total authorized shares of common stock being offered byto 6,000,000,000 which was increased in July 2021 and subject to the Selling Security Holder.  Theeffectiveness of an S-8 Registration Statement covering these shares being offered hereby are being registeredwith the SEC. As of December 31, 2021, the Company has not met the prerequisite related to permit public secondary trading,the effectiveness of an S-8 Registration Statement. As such we deemed that these shares have not been legally issued and the Selling Security Holder may offer all or partmeasurement date has not been met and therefore will be recognized until an S-8 Registration Statement becomes effective.

Retirement Benefits

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

Perquisites

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

Summary Compensation Table

The following table presents information regarding compensation of our principal executive officer, and the two most highly compensated executive officers other than the principal executive officer for services rendered during years ended 2021 and 2020, respectively.

Incentive Stock and Award Plan

On July 9, 2021, the Board of Directors of the Company adopted the Bergio International, Inc. 2021 Stock Incentive Plan (the “ESOP”), under which the Company may award shares for resaleof the Company’s Common Stock to employees of the Company and/or its Subsidiaries. The terms of the ESOP allow the Company’s Board of Directors discretion to award the Company’s Common Stock, in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, and performance award shares, to such employees, upon meeting the criteria set forth therein, from time to time. However, Subject to adjustments as provided inthe Selling Security Holder is under no obligation to sell all or any portionplan, the shares of such shares nor is the Selling Security Holder obligated to sell any shares immediately upon effectiveness of this prospectus.  All informationcommon stock that may be issued with respect to shareawards granted under the plan shall not exceed an aggregate of 1,000,000,000 shares of common stock.  The Company shall reserve such number of shares for awards under the plan, subject to adjustments as provided in the plan.  The maximum number of shares of common stock under the plan that may be issued as incentive stock options shall be 100,000,000 shares.

On July 9, 2021, and under the terms of the ESOP, the Company’s Board of Directors approved the future issuance of 500,000,000 shares of the Company’s Common Stock to the Company’s CEO, Berge Abajian, subject to the Company increasing its total authorized shares of common stock to 6,000,000,000 which was increased in July 2021 and subject to the effectiveness of an S-8 Registration Statement covering these shares with the SEC. As of December 31, 2021, the Company has not met the prerequisite related to the effectiveness of an S-8 Registration Statement. As such the Company deemed that these shares have not been legally issued and the measurement date has not been met and therefore will be recognized until an S-8 Registration Statement becomes effective.

Executive Compensation

Stock Option Grants

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

Director Compensation

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