Stockholders' Equity Note Disclosure | Note 12 - Stockholder’s Equity (Deficit) Employee Stock Ownership 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 of 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. Subject to adjustments as provided in the plan, the shares of common stock that may be issued with respect to awards 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 1,000,000 post-split shares (500,000,000 pre-split 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 did not meet the prerequisite related to the effectiveness of an S-8 Registration Statement. As of September 30, 2022, the Company met the prerequisite related to the effectiveness of an S-8 Registration Statement. The 1,000,000 post-split shares (500,000,000 pre-split shares) of common stock have not been issued to the CEO and have been recorded as common stock issuable as of September 30, 2023 and December 31, 2022. Preferred Stock The Company has authorized the issuance of 10,000,000 shares of preferred stock. The Company’s board of directors is authorized, at any time, and from time to time, to provide for the issuance of shares of preferred stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the preferred stock or any series thereof. Certificate of Designation of Series A Preferred Stock In September 2011, the Company filed a Certificate of Designation for Series A Preferred Stock with the Wyoming Secretary of State, and designated 51 shares of preferred stock as Series A Preferred Stock. In February 2021, the Company filed an amended and restated certificate of designation for the Company’s Series A Preferred Stock increasing the number of shares to 75 shares. Designation Dividends Liquidation Voting Rights Conversion As of September 30, 2023 and December 31, 2022, there were 75 shares of Series A Preferred Stock issued and outstanding. The Company’s CEO owns 75 shares of shares of the Series A Preferred Stock. Certificate of Designation of Series B 2% Convertible Preferred Stock On February 10, 2021, the Company filed a Certificate of Designation for Series B Convertible Preferred Stock (the “Certificate of Designations”) with the Wyoming Secretary of State, designating 4,900 shares of preferred stock as Series B Convertible Preferred Stock. Designation Dividends Liquidation Voting Rights Conversion at Option of Holder As of September 30, 2023 and December 31, 2022, there were 3,000 shares of Series B Convertible Preferred Stock issued and outstanding. Certificate of Designation of Series C 2% Convertible Preferred Stock On February 10, 2021, the Company filed a Certificate of Designation for Series C Convertible Preferred Stock with the Wyoming Secretary of State, which designated 5 shares of preferred stock as Series C Convertible Preferred Stock. In April 2022, the Company increased the designation to 5,000,000 authorized shares upon filing an Amended and Restated Certificate of Designation, Preference and Rights of the Series C Convertible Preferred. Designation Dividends Liquidation Voting Rights Conversion at Option of Holder exceed greater than 9.99% of the issued and outstanding shares of the Company’s Common Stock. In April 2022, the Company filed an Amended and Restated Certificate of Designation, Preference and Rights of the Series C Convertible Preferred Stock whereby the conversion term was amended to: (a) Conversion at Option of holder On February 10, 2021, the Company issued 5 Series C Convertible Preferred Stock in connection with the acquisition of Aphrodite’s Marketing. On April 18, 2022, the Company received a notice of conversion from the holder of the 5 shares of Series C Convertible Preferred Stock converting into 271,793 post-split shares (135,896,517 pre-split shares) of the Company’s common stock. As of September 30, 2023 and December 31, 2022, there were no shares of Series C Convertible Preferred Stock issued and outstanding. Certificate of Designation of Series D 3% Convertible Preferred Stock On January 4, 2022, the Company filed a Certificate of Designation for Series D Convertible Preferred Stock with the Wyoming Secretary of State, designating 2,500,000 shares of preferred stock as Series D Convertible Preferred Stock. In February 2022, the Company filed an Amended and Restated Certificate of Designation, Preference and Rights of the Series D Convertible Preferred Stock. The Company amended and cancelled the mandatory provision and also amended the fixed conversion price from $0.50 to $0.40 post-split ($0.001 to $0.0008 pre-split). In April 2022, the Company filed another Amended and Restated Certificate of Designation, Preference and Rights of the Series D Convertible Preferred Stock whereby the Company amended the fixed conversion price from $0.40 to $0.25 post-split ($0.0008 to $0.0005 pre-split). In October 2022, the fixed conversion price was adjusted from $0.25 to $0.10 post-split ($0.0005 to $0.0002 pre-split) due to the subsequent sale of the Company’s common stock at $0.10 post-split ($0.0002 pre-split) per share in October 2022. Designation Dividends Liquidation Voting Rights Conversion price Most Favored Nation On March 24, 2023, the Company and Trillium Partners, L.P. (the “Holder”) entered into an Exchange Agreement whereby the Holder will exchange (the “Exchange”) 317,000 Series D Preferred Stock of the Company for 317,000 Series E Preferred Stock of the Company for shares of the Company’s Series E Preferred stock which shall have the rights and preferences in the Certificate of Designation of the Series E Preferred Stock as discussed above and for no other consideration. In July 2023, the Company received a notice of conversion from a Series D Preferred Stockholder related to accrued dividends of $1,275 converting into 3,642,857 shares of the Company’s common stock. In connection with the decrease in conversion price of the Series D Convertible Preferred Stock, the Company recognized deemed dividend of 7,623 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, there were 957,000 and 1,274,000 shares of Series D Convertible Preferred Stock issued and outstanding, respectively. Certificate of Designation of Series E 3% Preferred Stock On March 24, 2023, the Company filed a Certificate of Designation for Series E Preferred Stock with the Wyoming Secretary of State, designating 2,500,000 shares of preferred stock as Series E Preferred Stock. Designation Voting Rights Dividends Liquidation No Conversion Right Mandatory Redemption by the Company Default Adjustment As of September 30, 2023, there were 317,000 shares of Series E Preferred Stock issued and outstanding. The Series E preferred shares are mandatorily redeemable by the Company and are therefore classified as a liability for $317,000 as reflected in the unaudited condensed consolidated balance sheet. Dividends on Preferred Stock As of September 30, 2023 and December 31, 2022, accrued and unpaid dividends related to the Series B, C, D and E Preferred Stock amounted $62,722 and $32,198, respectively and was included in accounts payable and accrued liabilities as reflected in the unaudited condensed consolidated balance sheets. During the nine months ended September 30, 2023 and 2022, total dividends recorded amounted to $21,928 and $14,232, respectively as reflected in the unaudited condensed consolidated statements of stockholders’ equity. Common Stock Issued and Issuable On March 24, 2021, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation. The amendment reflected the increase in the authorized shares of common stock from 1,000,000,000 shares to 3,000,000,000 shares. On July 9, 2021, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation. The Amendment reflected the increase in the authorized shares of common stock from 3,000,000,000 shares to 6,000,000,000 shares. On April 28, 2022, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation and reflected the increase in the authorized shares of common stock from 6,000,000,000 shares to 9,000,000,000 shares. On September 26, 2022, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation and reflected the increase in the authorized shares of common stock from 9,000,000,000 shares to 15,000,000,000 shares. In March 2023, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation and reflected the increase in the authorized shares of common stock from 15,000,000,000 shares to 25,000,000,000 shares. In the same Articles of Amendment, the Company filed for a reverse split of the Company’s common stock, at the ratio of 1 for 500, which was declared effective by FINRA effective April 17, 2023. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the unaudited condensed consolidated financial statements to reflect the Reverse Stock Split. Between April 2023 and June 2023, the Company issued 11,751,753 shares of its common stock at an average contractual conversion price of approximately $0.0018 as a result of the conversion of principal of $21,858 underlying certain outstanding convertible notes converted during such period. In June 2023, the Company issued 50,000,000 shares of its common stock to the CEO for accrued compensation and such 50,000,000 shares were subsequently returned to the Company by the CEO in September 2023. Accordingly, no value was recorded due to the return of the shares during the nine months ended September 30, 2023. Between July 2023 and September 2023, the Company issued 125,446,273 shares of its common stock and 11,300,000 common stock issuable at an average contractual conversion price of approximately $0.0004 as a result of the conversion of principal of $37,630 underlying certain outstanding convertible notes converted during such period. In July 2023, the Company received a notice of conversion from a Series D Preferred Stockholder related to accrued dividends of $1,275 converting into 3,642,857 shares of the Company’s common stock. In connection with the decrease in conversion price of the Series D Convertible Preferred Stock, the Company recognized deemed dividend of 7,623 during the nine months ended September 30, 2023. Common Stock Warrants A summary of the Company’s outstanding stock warrants is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2021 1,596,483 $ 1.00 4.26 Granted 1,500,000 0.25 7.00 Exercised (500) 0.50 2.40 Balance at December 31, 2022 3,095,983 $ 0.70 4.71 Granted 8,500,000 0.0013 7.00 Exercised - - - Balance at September 30, 2023 11,595,983 $ 0.19 6.09 Warrants exercisable at September 30, 2023 11,595,983 $ 0.19 6.09 At September 30, 2023, the aggregate intrinsic value of warrants outstanding was $0. In connection with a convertible note dated August 10, 2023, the Company issued an aggregate of 8,500,000 warrants to purchase common stock to such lender immediately exercisable at an initial exercise price of $0.0013 per share (subject to certain adjustments such as stock split, dividend, subsequent issuance of rights or options, subsequent convertible securities offering, consolidation or merger and pro-rata distribution) with an expiry date of August 10, 2030. The Company accounted for the 8,500,000 warrants issued with this note by using the relative fair value method. The total debt discount which is equivalent to the relative fair value of the warrants of $5,512 using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.0013 based on the closing price of common stock at date of grant, exercise price of $0.0013, dividend yield of zero, expected term of 7.00, a risk-free rate of 4.17%, and expected volatility of 697%. |