Notes to Consolidated Financial Statements
Note 1. Business, Organization, and Liquidity
Business and Organization
Bergio International, Inc. (the Company) was incorporated in the State of Delaware on July 24, 2007 under the name Alba Mineral Exploration, Inc. On October 21, 2009, as a result of a Share Exchange Agreement, the corporations name was changed to Bergio International, Inc. Effective July 15, 2013, the Company amended its Certificate of Incorporation to change the Companys authorized capital from 1,500,000,000 common shares to 3,000,000,000 common shares of stock. On April 3, 2014, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to reduce the par value of all shares of common stock and preferred stock from $0.001 to $0.00001 per share. On February 26, 2014, the Company filed a certificate of amendment to its Certificate of Amendment to the Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of capital stock of the Company to 6,000,000,000 shares. Effective on October 14, 2014, the Company filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-1,000 reverse stock split of the Companys common stock. All share and per share data has been adjusted to reflect such stock splits and change in par value. The Company is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States and is headquartered in Fairfield, New Jersey. The Company also two retail stores located in Closter, NJ and Atlantic City, NJ.
Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary consisting of normal recurring adjustments to present fairly the financial position of the Company as of December 31, 2018, the results of operations for the years ended December 31, 2018 and 2017, and statements of cash flows for the years ended December 31, 2018 and 2017. The financial statements have been prepared in accordance with the requirements of Form 10-K.
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.
The Company has suffered recurring losses, and at December 31, 2018, the Company had a stockholders deficit of $640,487. As of December 31, 2018, the Company had no cash on hand and $419,568 in convertible debentures due on December 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations.
In addition to obtaining new customers and increasing sales to existing customers, management plans to achieve profitability by also establishing Bergio as a holding company for the purpose of establishing retails stores worldwide. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
F-6
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation:
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties:
The Companys operations are subject to a number of risks, including but not limited to changes in the general economy, demand for the Companys products, and the success of its customers.
Revenue Recognition:
Revenues are recognized at the time of shipment to with the price to the buyer being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists.
Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.
Non-controlling Interest:
Non-controlling interest represents third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investors interest shown as non-controlling interest.
On June 1, 2015, the Company acquired a 51% interest in R.S. Fisher, Inc., a Delaware corporation, in exchange for funding the Companys operations. The minority holder contributed jewelry molds and inventory valued at $349,292.
As of December 31, 2017, the Company sold its 51% interest in R.S. Fisher.
Fair Value of Financial Instruments:
The Company estimates that the fair value of all financial instruments at December 31, 2018 and, 2017, as defined in FASB ASC 825 Financial Instruments, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.
F-7
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 2. Summary of Significant Accounting Policies (continued)
Fair Value of Financial Instruments (continued):
The carrying amounts reported in the balance sheets as of December 31, 2018 and 2017 for cash, accounts receivable, inventories and accounts payable and loans payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value.
Accounting for Income Taxes:
The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, Income Taxes. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.
Income Tax Uncertainties:
The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The implementation of ASC 740-10 had no impact on the Companys results of operations or financial position.
Despite the Companys belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation.
Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31, 2018 and 2017, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2018 and 2017.
Cash and Cash Equivalents:
Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at December 31, 2018 and December 31, 2017.
F-8
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 2. Summary of Significant Accounting Policies (continued)
Accounts Receivable:
Accounts receivable are generated from sales of fine jewelry to retail outlets throughout the United States. At December 31, 2018 and December 31, 2017, accounts receivable were substantially comprised of balances due from retailers.
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within the Companys expectation and the provision established, the Company cannot guarantee that this will continue.
An allowance for doubtful accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering the customers financial condition, credit history and current economic circumstance. The Company historically has been able to collect the accounts receivable balance during a period of nine months to a year. While credit losses have historically been within the Companys expectation and the provision established, the Company cannot guarantee that this will continue. As of December 31, 2018 and 2017, the allowance for doubtful accounts was $-0- and $76,227, respectively.
Concentrations of Credit Risk:
Cash Held in Banks: The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation (FDIC) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.
Accounts Receivable: The Companys customer base is primarily comprised of balances due from retailers. Concentrations of credit risk with respect to accounts receivable is limited due to the wide variety of customers and markets into which the Companys services are provided, as well as their dispersion across many different geographical areas. The Company has been expanding its brand into retail stores. These sales come with a lower degree of credit risk as these sales are made by cash or credit card. As is characteristic of the Companys business and of the jewelry industry generally, the Company extends its customers seasonal credit terms. The carrying amount of receivables approximates fair value. The Company routinely assesses the financial strength of its customers and believes its credit risk exposure on accounts receivable is limited. Based on managements review of accounts receivable, an allowance for doubtful accounts is recorded, if appropriate. The Company does not require collateral to support these financial instruments.
Inventories:
Inventories consist primarily of finished goods, and are stated at the lower of cost or market. Cost is determined using the weighted average method, and average cost is recomputed after each inventory purchase or sale. Inventories are written down if the estimated net realizable value is less than the recorded value, if appropriate. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Companys forecasts of future sales and age of inventory.
F-9
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 2. Summary of Significant Accounting Policies (continued)
Property and Equipment:
Equipment is stated at cost, net of accumulated depreciation. Depreciation and amortization are provided on a straight-line basis over periods ranging from 5 to 10 years.
Leasehold improvements are amortized over the term of the lease or the useful life of the asset, whichever is shorter.
Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred.
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statement of Operations.
Long-Lived Assets:
The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the years ended December 31, 2018 and 2017.
Investment in Unconsolidated Affiliates:
The Company owns less than 20% or otherwise does not exercise significant influence, are stated at cost. At December 31, 2018 and December 31, 2017, the Company had an investment in which the Company owned less than 1% interest in an unconsolidated affiliate and therefore the investment is carried at cost.
Equity-Based Compensation:
The Company accounts for equity based compensation transactions with employees under the provisions of ASC Topic No. 718, Compensation: Stock Compensation (Topic No. 718). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Companys equity instruments, other than common stocks, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of Topic No. 718.
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (Topic No. 505-50). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.
F-10
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 2. Summary of Significant Accounting Policies (continued)
Net (Loss) Income per Common Share:
Basic net (loss) income per share attributable to common stockholders is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, including common stock equivalents, such as stock options and warrants using the treasury stock method. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period and excludes the anti-dilutive effects of common stock equivalents.
Recently Adopted Authoritative Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASU defines a five-step process to achieve the core principal and, in doing so, it is possible more judgement and estimates may be required within the revenue recognition process than are currently in use. The ASU was effective for the Company in the first quarter of 2018 using either of two methods: (1) retrospective application to each prior reporting period presented with the option to elect certain practical expedients or (2) retrospective application with the cumulative effect of initially applying the ASU recognized at the date of the initial application and providing certain disclosures. The Company adopted Topic 606 pursuant to the method (2) and it determined that any cumulative effect for the initial application did not require an adjustment to retained earnings at January 1, 2018.
Recent Authoritative Pronouncements
In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects the package of practical expedients, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The Company continues to evaluate the impact that that this standard will have on the Companys financial statements. While the Company continues to assess all of the effects of adoption, the Company currently believes the most significant effects relate to the recognition of new ROU assets and lease liabilities on the Companys balance sheet for the Companys real estate operating leases.
F-11
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 2. Summary of Significant Accounting Policies (continued)
Recent Authoritative Pronouncements (continued)
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments should be applied prospectively to an award modified on or after the adoption date. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating whether this ASU will have a material impact on our consolidated financial statements.
No other recently issued accounting pronouncements had or are expected to have a material impact on the Companys condensed consolidated financial statements.
Subsequent Events:
The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2018 through the issuance of the accompanying financial statements.
Note 3. Basic and Diluted Income (Loss) Per Share
Net loss per share has been computed according to FASB ASC 260, Earnings per Share, which requires a dual presentation of basic and diluted earnings (loss) per share (EPS). Basic EPS represents net loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities, including warrants and options, were converted into common stock. The dilutive effect of outstanding warrants, options, and/or conversions is reflected in earnings per share by use of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise. For the years ended December 31. 2018 and 2017, basic net loss per share equaled the diluted loss per share, since the effect of shares potentially issuable upon exercise or conversion was anti-dilutive. For the years ended December 31, 2018 and 2017, 5,882,876,190 and 6,431,347,619 shares, respectively, issuable upon the conversion of convertible debt were not included in the computation of diluted net loss because their inclusion would be anti-dilutive.
|
|
December 31,
2018
|
|
December 31,
2017
|
Basic net loss per share computation:
|
|
|
|
|
Net loss
|
|
$
|
(417,314)
|
|
$
|
(214,472)
|
Weighted-average common shares outstanding
|
|
|
4,967,522,262
|
|
|
2,836,986,113
|
Basic net loss per share
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
Diluted net loss per share computation:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(417,314)
|
|
$
|
(214,472)
|
Weighted-average common shares outstanding:
|
|
|
4,967,522,262
|
|
|
2,836,986,113
|
Incremental shares attributable to the assumed exercise of
outstanding stock options and warrants
|
|
|
--
|
|
|
--
|
Total adjusted weighted-average shares
|
|
|
4,967,522,262
|
|
|
2,836,986,113
|
Diluted net loss per share
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
F-12
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 4. Property and Equipment
Property and equipment consists of the following:
|
|
December 31,
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
Leasehold improvements
|
|
$
|
349,121
|
|
|
$
|
317,776
|
Office and equipment
|
|
|
566,308
|
|
|
|
566,308
|
Selling equipment
|
|
|
8,354
|
|
|
|
8,354
|
Furniture and fixtures
|
|
|
18,487
|
|
|
|
18,487
|
|
|
|
|
|
|
|
|
Total at cost
|
|
|
942,270
|
|
|
|
910,925
|
Less: Accumulated depreciation & amortization
|
|
|
(769,213)
|
|
|
|
(667,505)
|
|
|
|
|
|
|
|
|
|
|
$
|
173,057
|
|
|
$
|
243,420
|
Depreciation and amortization expense related to the assets above for the years ended December 31, 2018 and 2017 was $101,708 and $103,438, respectively.
Note 5. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
|
|
December 31,
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
121,493
|
|
|
$
|
153,831
|
Accrued interest
|
|
|
143,024
|
|
|
|
96,965
|
Accrued liabilities - other
|
|
|
14,510
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
$
|
279,027
|
|
|
$
|
250,796
|
F-13
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 6. Related Party
Advances from Principal Executive Officer and Accrued Interest
The Company receives periodic advances from its principal executive officer based upon the Companys cash flow needs. At December 31, 2018 and December 31, 2017, $455,541 and $459,636, respectively, was due to such officer, including accrued interest. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. As such, all deferred compensation in the amount of $795,571 and $204,429 of the advances was classified as a long-term liability. At December 31, 2017, an amount of $323,855 was reclassified from Bank lines of credit and $2,000 from accounts payable and accrued liabilities to Advances from principal executive officer and accrued interest to reflect the guaranty of these loans by the principal executive officer. Interest expense is accrued at an average annual market rate of interest which was 5.25% and 4.5% at December 31, 2018 and December 31, 2017, respectively. Interest expense due to such officer was $45,392 and $24,431 for the years ended December 31, 2018 and 2017, respectively. Accrued interest was $149,993 and $104,601 at December 31, 2018 and 2017, respectively. No terms for repayment have been established.
Effective February 28, 2010, the Company entered into an employment agreement with its CEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the Base Salary). The CEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the CEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the CEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Companys then outstanding shares of common stock. Such issuances shall be made to the CEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company.
Effective September 1, 2011, the Company and CEO entered into an Amended and Restated Employment Agreement (the Amended Agreement) which primarily retains the term and compensation of the original agreement. The Amended Agreement, however, removes the section which previously provided for the issuance of Company common stock to the CEO, from time to time, when the Company is unable to pay the CEO the full amount of his Base Salary (as defined in the Amended Agreement) which would allow the CEO to maintain a fifty-one percent (51%) share of the Companys 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 Companys restricted common stock. In addition, the Amended Agreement provides for the issuance of 51 shares of newly authorized Series A Preferred Stock to be issued to the CEO. As defined in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock, each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company. Effective November 3, 2011, the CEO notified the Company that for the one year period, retroactive from April 1, 2011, through December 31, 2012, he would reduce his Base Salary to $100,000. The reduction in base compensation was subsequently extended to December 31, 2013. The CEO is currently deferring his salary to conserve cash. Deferred wages due to the CEO amounted to $795,571 and $628,309 for the periods ended December 31, 2018 and December 31, 2017, respectively. On September 30, 2018, the Principal Executive Office signed an agreement with the Company extending payments in the amount of $1,000,000 due him until January 31, 2020 as a result of the financial situation of the Company. As such, all deferred compensation in the amount of $795,571 and $204,429 of the advances was classified as a long-term liability.
On January 1, 2019, the CEO amended his employment agreement with the Company for a term of one year expiring December 31, 2019. The agreement primarily retains the terms of the Amended Agreement, but lowers the compensation to $100,000 for the year.
F-14
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 7. Bank Lines of Credit
A summary of the Companys credit facilities is as follows:
|
December 31,
|
|
2018
|
|
|
2017
|
|
|
|
|
|
Various unsecured Credit Cards, minimum payment of principal and interest are due monthly at the credit cards annual interest rate. At December 31, 2018 and 2017, the interest rates ranged from 3.99% to 15.9%.
|
$
|
-
|
|
|
$
|
14,700
|
|
|
|
|
|
|
|
Current maturities included in current liabilities
|
$
|
-
|
|
|
$
|
14,700
|
The Companys CEO also serves as a guarantor of the Companys debt.
Note 8. Convertible Debt
Fife, Typenex and Iliad
In December 2012, the Company entered into a $325,000 convertible note with Fife consisting of three tranches to be drawn down with the first tranche totaling $125,000, including $25,000 in loan costs and additional two tranches totaling $200,000. The note bears a 5% annual interest rate and matures eighteen months from the date of issuance. The note is convertible into shares of the Companys common stock based on 70% of the average of the three lowest closing prices of the common stock for the proceeding 15 consecutive trading days immediately prior to the conversion. During 2013, the conversion price was fixed at $0.005 per share. As of December 31, 2012, the Company only drew down the first tranche totaling $125,000. On February 11, 2013, April 5, 2013, April 23, 2013, and July 1, 2013, the Company drew down an additional $250,000.
On June 5, 2014, the Company, Fife, Typenex and Iliad Research and Trading, LLP (Iliad) entered into an Assignment and Assumption Agreement and Note Purchase Agreement (the Note Purchase Agreement) whereby Iliad acquired all of Fifes and Typenexs right, title, obligations and interest in, to and arising under the Company Notes (as defined in the Note Purchase Agreement) and the Note Purchase Documents (as defined in the Note Purchase Agreement).
On October 17, 2014, the Company entered into a financing arrangement with Iliad to provide additional financing in the amount of up to $450,000 through the issuance of a Secured Convertible Promissory Note (the Note). The Company agreed to cover Iliads legal, accounting and other related fees in the amount of $5,000, which is included in the principal balance of the Note. The Note will accrue interest at the rate of 8% per annum until the Note is paid in full. Monies are to be drawn in eight tranches with the initial tranche in the amount of $105,000, and the remaining balance of $350,000 in seven tranches of $50,000 each. The Company drew down the initial tranche on October 17, 2014. The Note has a maturity date of July 17, 2016.
Beginning six months after October 17, 2014 and on the same day each month thereafter, the Company shall make an installment payment, based upon the unpaid balance. At the option of the Company, payments may be made in cash or by converting the installment amount into shares of the Companys common stock. The conversion price is equal to the lesser of (i) $0.0005 per share and (ii) 67.5% of the average of the three lowest closing bid prices in the 15 trading days immediately preceding the conversion. The Company has the right to prepay the Note at 135% of the outstanding balance at the time of prepayment. During the year ended December 31, 2018, principal of $14,733 and accrued interest of $907 was converted into 230,000,000 shares of common stock. During the year ended December 31, 2017, principal of $63,483 and accrued interest of $5,911 was converted into 1,020,392,460 shares of common stock. The outstanding balances at December 31, 2018 and December 31, 2017 were $19,393 and $34,126, respectively with accrued interest of $1,457 and $604 at December 31, 2018 and December 31, 2017, respectively.
F-15
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 8. Convertible Debt (continued)
Fife, Typenex and Iliad (continued)
During the year ended December 31, 2014, the Company drew down an additional $314,703. During the years ended December 31, 2018 and 2017, there were no conversions. The outstanding balances at December 31, 2018 and December 31, 2017 were $329,175 and $329,175 respectively, with accrued interest of $104,823 and $71,015 at December 31, 2018 and December 31, 2017, respectively.
Third Party Note
In November 2014, the Company converted a portion of its outstanding accounts payable for legal services to a third party into two convertible promissory notes in the aggregate amount of $63,275. These are demand notes and accrue interest at the rate of 10% on the outstanding balance. The notes are convertible into shares of the Companys common stock based on 65% of the average ten trading days closing bid price during the preceding ten consecutive trading days immediately prior to the conversion. During the year ended December 31, 2017, principal of $22,672 was converted into 398,205,370 shares of common stock. The outstanding balances at December 31, 2018 and December 31, 2017 were $-0- and $-0-, respectively, with accrued interest of $-0-and $-0- at December 31, 2018 and December 31, 2017, respectively.
KBM Worldwide
On February 4 2015, the Company entered into an 8% convertible note in the amount of $54,000 with KBM Worldwide, Inc. (KBM Worldwide). The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of such note into the Companys common stock. The note is convertible into shares of the Companys common stock at a price of 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the year ended December 31, 2018, principal of $3,480 and accrued interest of $1,520 was converted into 55,555,556 shares of common stock. During the year ended December 31, 2017, principal of $37,110 and accrued interest of $20,295 was converted into 637,833,332 shares of common stock. The outstanding balances at December 31, 2018 and December 31, 2017 were $-0- and $3,480, respectively, with accrued interest of $-0- and $9,721 at December 31, 2018 and December 31, 2017, respectively.
Vis Vires Group, Inc.
On March 11, 2015, the Company entered into an 8% convertible note in the amount of $38,000 with Vis Vires Group, Inc. (Vis Vires). The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of the convertible into the Companys common stock. The note is convertible into shares of the Companys common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the year ended December 31, 2018, accrued interest of $16,800 was converted into 186,666,667 shares of common stock. There were no conversions during the years ended December 31, 2017. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balances at December 31, 2018 and 2017 were $38,000 and $38,000, respectively, with accrued interest of $9,520 and $8,622 at December 31, 2018 and December 31, 2017, respectively. The Company is currently negotiating an extension to this note.
F-16
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 8. Convertible Debt (continued)
Vis Vires Group, Inc. (continued)
On April 30, 2015, the Company entered into an 8% convertible note in the amount of $33,000 with Vis Vires. The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of the convertible into the Companys common stock. The note is convertible into shares of the Companys common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. There were no conversions during the years ended December 31, 2018 and 2017. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balance at December 31, 2018 and 2017 was $33,000 with accrued interest of $9,644 and $7,004 at December 31, 2018 and 2017, respectively. The Company is currently negotiating an extension to this note.
JMJ Financial
On April 15 2015, the Company entered into a $250,000 convertible note with JMJ Financial. The consideration was $225,000 and $25,000 original issue discount. The principal and accrued interest is payable on or before May 4, 2016. On April 15, 2015, the Company borrowed $25,000 of this amount. The holder, at its option, may elect to convert all or part of the convertible into the Companys common stock. The note is convertible into shares of the Companys common stock at a price equal to the lesser of $0.018 per share or 60% of the lowest trading price during the 25 days prior to the date of conversion. During the year ended December 31, 2017, principal of $16,713 and accrued interest of $3,484 was converted into 276,000,000 shares of common stock. The outstanding balances at December 31, 2018 and 2017 were $-0- and $-0-, respectively, with accrued interest of $-0- and $-0- at December 31, 2018 and 2017, respectively.
As of December 31, 2018 and December 31, 2017, total convertible debt was $419,568 and $437,781, respectively, net of debt discount of $-0- and $-0-, respectively.
Note 9. Derivative Liability
The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 Derivatives and Hedging; Embedded Derivatives (Topic No. 815-15). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Companys convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. There was no amortization of debt discount for the years ended December 31, 2018 and 2017. There was no derivative liability as of December 31, 2018 and 2017 as the outstanding convertible debt does not meet the criteria of ASC Topic 815-15.
Note 10. Stockholders Equity
The Company is authorized to issue 6,000,000,000 shares of common stock, par value $0.00001 per share and 51 shares of preferred stock, par value $0.00001 per share. At December 31, 2018 and December 31, 2017, there were 5,391,410,725 and 4,622,047,391 common shares issued and outstanding, respectively. On April 3, 2014, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to reduce the par value of all shares of common stock and preferred stock from $0.001 to $0.00001 per share. On February 26, 2014, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of capital stock of the Company to 6,000,000,000 shares. Effective on October 14, 2014, the Company filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-1,000 reverse stock split of the Companys common stock.
F-17
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 10. Stockholders Equity (continued)
All share and per share data has been adjusted to reflect such stock splits and change in par value. Effective September 1, 2011, the Company authorized and issued 51 shares of Series A Preferred Stock, par value $0.001 to its CEO. In April 2014, the Company changed its par value on its preferred stock from $0.001 to $0.00001. The Series A Preferred Stock pays no dividends and has no conversion rights. Each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company.
For the year ended December 31, 2018, the Company issued the following shares of common stock:
1)On February 8, 2018, we issued 230,000,000 shares of common stock valued at $15,640 to Illiad Capital for conversion of its convertible debt and accrued interest.
2)On May 9, 2018, we issued 55,555,556 shares of common stock valued at $5,000 to KBM Financial for conversion of its convertible debt and accrued interest.
3)On October 4, 2018, we issued 242,000,000 shares of common stock valued at $14,520 to KBM Financial for payment of accrued interest.
4)On October 8, 2018, we issued 55,141,111 shares of common stock valued at $4,963 to KBM Financial for payment of accrued interest.
5)On October 8, 2018, we issued 186,666,667 shares of common stock valued at $16,800 to VisVires for payment of accrued interest.
For the year ended December 31, 2017, the Company issued the following shares of common stock:
1)On March 22, 2017, we issued 90,005,478 shares of common stock valued at $4,951 to Carebourn Capital for conversion of its convertible debt.
2)On March 22, 2017, we issued 183,000,000 shares of common stock valued at $12,244 to Illiad for conversion of its convertible debt and accrued interest.
3)On March 22, 2017, we issued 91,600,000 shares of common stock valued at $4,580 to JMJ Financial for conversion of its convertible debt.
4)On May 12, 2017, we issued 60,000,000 shares of common stock valued at $6,000 to a firm for payment of accounts payable.
5)On May 12, 2017, we issued 219,000,000 shares of common stock valued at $14,892 to Illiad for conversion of its convertible debt and accrued interest.
6)On June 30, 2017, we issued 107,871,146 shares of common stock valued at $5,394 to Carebourn Capital for conversion of its convertible debt.
7)On October 1, 2017, we issued 210,000,000 shares of common stock valued at $21,000 to View Point Health Investments in exchange for consulting services.
8)On October 4, 2017, we issued 107,871,146 shares of common stock valued at $6,935 to Carebourn Capital for conversion of its convertible debt.
9)On October 10, 2017, we issued 92,457,600 shares of common stock valued at $6,935 to Carebourn Capital for conversion of its convertible debt.
10)On October 3, 2017, we issued 258,500,000 shares of common stock valued at $17,568 to Illiad for conversion of its convertible debt and accrued interest.
11)On October 13, 2017, we issued 360,000,000 shares of common stock valued at $24,480 to Illiad for conversion of its convertible debt and accrued interest.
12)On October 3, 2017, we issued 129,000,000 shares of common stock valued at $6,450 to JMJ Financial for conversion of its convertible debt.
13)On October 10, 2017, we issued 113,062,200 shares of common stock valued at $5,653 to JMJ Financial for conversion of its convertible debt.
14)On October 11, 2017, we issued 159,444,444 shares of common stock valued at $14,350 to KBM Financial for conversion of its convertible debt and accrued interest.
F-18
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 10. Stockholders Equity (continued)
15)On October 12, 2017, we issued 159,500,000 shares of common stock valued at $14,355 to KBM Financial for conversion of its convertible debt.
16)On October 13, 2017, we issued 159,444,444 shares of common stock valued at $14,350 to KBM Financial for conversion of its convertible debt.
17)On October 24, 2017, we issued 159,444,444 shares of common stock valued at $14,350 to KBM Financial for conversion of its convertible debt.
18)On October 26, 2017, we issued 125,000,000 shares of common stock valued at $12,500 to a firm for payment of accounts payable.
Note 11. Income Taxes
The components of the Companys deferred taxes at December 31, 2018 and 2017 are as follows:
|
|
December 31,
|
|
December 31,
|
|
|
2018
|
|
2017
|
Deferred tax assets:
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
1,372,854
|
|
$
|
1,304,872
|
Startup costs
|
|
|
2,359
|
|
|
2,892
|
Accounts receivable reserves
|
|
|
-
|
|
|
22,868
|
Deferred compensation
|
|
|
238,671
|
|
|
186,993
|
Depreciation
|
|
|
(16,406)
|
|
|
(16,406)
|
Deferred tax asset
|
|
|
1,597,479
|
|
|
1,501,209
|
Less valuation allowance
|
|
|
(1,597,459)
|
|
|
(1,501,209)
|
|
|
|
|
|
|
|
Deferred tax asset, net
|
|
$
|
--
|
|
$
|
--
|
The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. At December 31, 2018, the Company had approximately $4,877,000 of federal net operating tax loss carryforwards expiring at various dates through 2035. The Tax Reform Act of 1986 enacted a complex set of rules which limits a company's ability to utilize net operating loss carryforwards and tax credit carryforwards in periods following an ownership change. These rules define an ownership change as a greater than 50 percent point change in stock ownership within a defined testing period which is generally a three-year period. As a result of stock which may be issued by us from time to time and the conversion of warrants, options or the result of other changes in ownership of our outstanding stock, the Company may experience an ownership change and consequently our utilization of net operating loss carryforwards could be significantly limited.
Based upon the net losses historically incurred and, the prospective global economic conditions, management believes that it is not more likely than not that the deferred tax asset will be realized and has provided a valuation allowance of 100% of the deferred tax asset.
A reconciliation of the income tax (benefit) provision at the statutory Federal tax rate of 21% and 34%, respectively, for the years ended December 31, 2018 and 2017 to the income tax (benefit) provision recognized in the financial statements is as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
2018
|
|
|
2017
|
U.S. statutory rate
|
|
|
(21%)
|
|
|
|
(34%)
|
Income tax expenses - state and local, net of federal benefit
|
|
|
6%
|
|
|
|
6%
|
Change in valuation allowance
|
|
|
15%
|
|
|
|
28%
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
--
|
|
|
|
--
|
F-19
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 12. Commitments
The Company leases certain office and manufacturing facilities and equipment.
Currently, we lease a 1,730 square feet in Fairfield, NJ for our offices. The lease expired in August 31, 2010, and is being renewed on a month-to-month basis.
We also lease a 1,000 square foot retail store in Closter, NJ. The initial term of the lease is for five years commencing May 1, 2014. The Company has the option extend its lease for five additional years upon giving 90 days notice. The five-year option is available up to 20 years. Rent payments are $1,200 a month for the first two years, $1,275 for the third and fourth year, and $1,350 for the fifth year. If the Company renews its option for the second five years, the rent will begin at $1,415 and escalate to $1,665 in the fifth year. If the option is exercised for the third five-year term, rent will begin at $1,800 per month and escalate to $2,280 in the fifth year. The rent for the last five years, if the Company exercises its option, will be at the fair market value. The Company is also responsible for its proportionate share of common charges.
In June 2018, the Company entered into lease agreement with Ocean Resort Casino at 500 Boardwalk in Atlantic City, NJ for approximately 1,000 square feet of retail space to open a retail store. The initial term is for five (5) years beginning November 18, 2018. Subject to certain conditions, the lease is renewable for two additional 5-year periods. Percentage rent payments will be based on 10% of gross sales at this location and will be paid monthly. The Company is also responsible for additional rent or common area charges (CAM) of approximately $1,100 monthly.
In addition, the Company has agreements to lease equipment for use in the operations of the business under operating leases.
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2018.
|
|
Years Ended December 31,
|
2019
|
|
|
5,400( 1)
|
(1)The above amount does not include contingent rentals which may be paid under lease agreement with Ocean Resort Casino. This rental is based upon 10% of gross sales at this location.
Rent expense for the Company's operating leases for year ended December 31, 2018 and 2017 amounted to approximately $30,218 and $30,408, respectively.
Note 13. Litigation
The Company is currently not involved in any litigation that it believes could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Note 14. Significant Customer Concentrations
During the year ended December 31, 2018, the Company had one customer that accounted for 6% of total sales. No other no single customer accounted for over 5% or more of our annual sales. During the year ended December 31, 2017, the Company had one customer that accounted for 9% of total sales. No other no single customer accounted for over 5% or more of our annual sales.
F-20
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 14. Significant Customer Concentrations (continued)
As of December 31, 2018 accounts receivable, net amounted to only $39,354 and three customers represented 91% of this balance. As of December 31, 2017 accounts receivable, net amounted to only $61,511 and no one customer represented 93% significant amount of this balance. This amount was collected in the first quarter of 2018.
Note 15. Fair Value Measurements
FASB ASC 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements.
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy defined by ASC 820 are as follows:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value.
The valuation techniques that may be used to measure fair value are as follows:
Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities
Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method
Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)
The carrying value of the Companys borrowings is a reasonable estimate of its fair value as borrowings under the Companys credit facility have variable rates that reflect currently available terms and conditions for similar debt.
F-21
BERGIO INTERNATIONAL, INC.
Notes to Consolidated Financial Statements (continued)
Note 15. Fair Value Measurements (continued)
The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has no assets or liabilities that are required to be classified.
In addition, the FASB issued, The Fair Value Option for Financial Assets and Financial Liabilities. This guidance expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments.
F-22