UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~January 124, ~~2021~~2024

BERGIO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-150029	27-1338257
Wyoming	333-150029	27-1338257
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

12 Daniel Road E.

~~East~~ Fairfield, NJ 07004

(Address of principal executive offices) (Zip Code)

(973) 227-3230

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ~~[ ]~~☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

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

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

N/A

~~ITEM~~ 1~~.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT~~

~~Agreement~~ITEM ~~and~~4.01(A) ~~Plan~~- ofCHANGES ~~Merger~~IN ~~with~~REGISTRANT’S ~~GearBubble,~~CERTIFYING ~~Inc.~~ACCOUNTANT

~~Pursuant~~On toJanuary ~~the terms of the May 6~~26, ~~2021 Binding Letter of Intent~~2024, ~~on July 1, 2021, Bergio International, Inc. (~~the ~~“Company”~~Board ~~or “BRGO”) entered into an Agreement and Plan~~ of ~~Merger~~Directors ~~(the~~received ~~“Merger~~notice ~~Agreement”)~~from ~~with~~BF ~~GearBubble,~~Borgers ~~Inc.~~CPA, aPC ~~Nevada corporation,~~ (“~~Gear Bubble~~Borgers”), ~~pursuant to which~~ the ~~shareholders~~independent ofregistered ~~Gear~~public ~~Bubble~~accounting ~~(the~~firm ~~“Equity Recipients”) agreed to sell 100%~~ of ~~the~~Bergio ~~issued and outstanding shares of Gear Bubble to a recently formed wholly-owned subsidiary of the Company known as Gear Bubble Tech~~International, Inc., ~~a Wyoming corporation~~ (the “~~Merger Sub~~Company”) ~~in exchange for $3~~,~~162,000.00~~ ~~(the~~that ~~“Cash~~they ~~Purchase~~were ~~Price”),~~resigning ~~which shall be paid~~ as ~~follows:~~the a)Company’s ~~$2,000,000.00~~registered ~~(which~~accounting ~~was~~firm ~~paid~~effective ~~in cash at Closing)~~immediately, b)following ~~$1,162,000.00~~the toappointment beby ~~paid in 15 equal installments, and c) 49,000 of~~ the ~~100,000~~Company ~~authorized shares~~ of ~~the~~Olayinka ~~Merger~~Oyebola ~~Sub,~~& ~~such that upon the Closing~~Co., ~~51%~~effective ofJanuary ~~the Merger Sub shall be owned by BRGO~~24, ~~and~~2024 ~~49%~~as ofits ~~the~~new ~~Merger~~registered ~~Sub~~accounting ~~shall be owned by the Gear Bubble Shareholders~~firm.

~~Under~~The ~~the~~reports ~~terms~~ of ~~the~~Borgers ~~Merger~~on ~~Agreement,~~ the ~~Gear~~financial ~~Bubble~~statements ~~Shareholders~~of ~~also~~the ~~have~~Company anfor ~~opportunity~~the tofiscal ~~earn~~years ~~shares~~ended ofDecember ~~BRGO~~31, ~~common~~2022, ~~stock~~and ~~(“BRGO~~2021, ~~Incentive~~did ~~Common~~not ~~Shares”)~~contain ifany ~~certain~~adverse ~~revenue~~opinion ~~and~~or ~~net~~disclaimer ~~income~~of ~~benchmarks~~opinion ~~are~~and ~~met~~were bynot ~~Merger~~qualified ~~Sub~~or inmodified ~~the~~as ~~three~~to ~~years~~uncertainty, ~~following~~audit ~~the~~scope ~~Closing~~or ofaccounting ~~the Acquisition Agreement~~principles.

~~The~~During ~~Merger~~the ~~Agreement~~Company’s ~~requires~~fiscal ~~that~~years ~~following~~ended ~~Closing~~December of31, ~~the~~2020, ~~Merger~~and ~~Agreement~~2021, ~~Don~~and ~~Wilson~~through July 15, 2022, there were no disagreements, within the ~~President~~meaning ~~and~~of ~~CEO~~Item 304(a)(1)(iv) of ~~Gear~~Regulation ~~Bubble,~~S-K promulgated under the Securities Exchange Act of 1934 (“Regulation S-K”) and ~~certain~~related ~~other~~instructions ~~key~~thereto ~~employees~~between the Company and Borgers on any matter of ~~Acquisition~~accounting ~~Sub~~principles ~~shall~~or ~~receive~~practices, ~~employment~~financial ~~agreements~~statement ~~from~~disclosure, ~~Acquisition~~or ~~Sub~~auditing ~~with~~scope ~~respect~~or toprocedure, ~~their~~which ~~continued~~disagreements, ~~employment~~if (not resolved to the ~~“Employment~~satisfaction ~~Agreements”)~~of ~~which~~Borgers, ~~will~~would ~~allow~~have ~~such~~caused ~~key~~Borgers ~~employees~~to make reference to ~~participate~~the insubject ~~any~~matter ~~employee~~of ~~stock~~the ~~ownership~~disagreements ~~plan~~in ~~(“ESOP”)~~connection aswith ~~offered~~its toaudit ~~other~~reports ~~BRGO~~on ~~subsidiary~~the ~~employees~~Company’s ~~from~~financial ~~time~~statements. toDuring ~~time)~~the toCompany’s ~~make~~past ~~certain~~fiscal ~~that~~years ~~current~~ended ~~personnel~~December ~~operating~~31, 2022, and 2021, and the ~~business~~interim ofperiod ~~Gear~~through ~~Bubble~~September ~~shall~~30, ~~remain~~2023, inBorgers ~~place~~did ~~for~~not ~~all~~advise ~~departments~~the Company of any of the ~~business~~matters ofspecified ~~Gear~~in ~~Bubble~~Item ~~post-Closing~~304(a)(1)(v) of ~~the~~Regulation ~~Acquisition~~S-K.

AtThe ~~the~~Company ~~Closing,~~provided ~~the~~Borgers ~~Equity~~with ~~Recipients will grant BRGO~~ the ~~right~~disclosures ofunder ~~first~~this ~~refusal~~Item ~~(the~~4.01 ~~“First~~prior ~~Refusal Right”)~~ to purchase the Transfer Shares for cash. The aggregate cash price for the Transfer Shares shall equal (i) the average of a minimum of two (2) and a maximum of three (3) independent valuations of Merger Sub, each as of the date when BRGO notifies the Equity Recipients of its ~~intent~~filing towith ~~exercise~~ the ~~First~~Securities ~~Refusal Right,~~ and ~~each~~Exchange ofCommission ~~which shall be undertaken by an independent valuation firm (to be identified by BRGO~~ and ~~mutually~~requested ~~acceptable~~that toBorgers ~~the~~furnish ~~Equity Recipients), multiplied by (ii) 49%. If~~ the ~~First~~Company ~~Refusal~~with ~~Right has not been exercised and the Equity Recipients have not otherwise had~~ a ~~liquidity~~letter ~~event~~addressed ~~with respect~~ to the ~~Merger~~Securities ~~Sub~~and ~~prior~~Exchange toCommission ~~such~~stating ~~date,~~whether ~~each~~it ~~Equity~~agrees ~~Recipient~~with ~~will have a one-time put right (~~the ~~“Put~~above ~~Right”)~~statements ~~that~~and, if ~~elected~~it bydoes ~~such~~not ~~Equity Recipient~~agree, ~~would obligate BRGO to buy~~ the ~~Transfer~~respects ~~Shares~~in ~~held~~which byit ~~such~~does ~~Equity~~not ~~Recipient~~agree. ~~for~~A ~~cash~~copy atof ~~a price per Transfer Share based upon~~ the ~~independent~~letter ~~fair~~from ~~market~~Borgers ~~valuation per share as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence). The Merger Agreement~~ is ~~attached~~filed ~~hereto and incorporated herein~~ as Exhibit 10hereto.1.

~~Articles~~ITEM of4.01(B) ~~Merger~~- inAPPOINTMENT ~~Wyoming~~OF ~~and~~A ~~Nevada~~NEW INDEPENDENT ACCOUNTANT

~~Pursuant~~On toJanuary ~~the Closing of the Merger Agreement~~24, ~~on July 9~~2024, ~~2021,~~ the Company ~~has~~engaged ~~today~~Olayinka ~~filed~~Oyebola ~~Articles~~& ofCo ~~Merger~~(“Olayinka”) inas ~~Nevada~~its ~~and~~independent ~~Wyoming,~~accounting ~~under~~firm ~~the~~to ~~terms~~provide ofits ~~which,~~report ~~Gear~~for ~~Bubble~~the isfiscal ~~merging~~year ~~into~~ended ~~Merger~~December ~~Sub~~31, ~~which~~2023, ~~are~~effective ~~attached hereto and incorporated herein as Exhibit 10~~immediately.2.

~~Employee~~For ~~Stock~~the ~~Ownership~~fiscal ~~Plan~~years ended December 31, 2022 and 2021 and during the subsequent interim periods through October 31, 2023, neither the Company nor anyone acting on behalf of the Company had consulted Olayinka regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Olayinka provide a written report or oral advice to the Company that Olayinka concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

OnBerge ~~July 9~~Abajian, ~~2021,~~ the Company entered into the Bergio International, Inc. 2021 Stock Incentive Plan (the “ESOP”), under which the Company may award shares of BRGO Common Stock to employees of the Company and/or its Subsidiaries. The terms of the ESOP allow the Company’s ~~Board~~CEO ofand ~~Directors~~sole ~~discretion~~Director toapproved ~~award~~a ~~the~~copy ~~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~~8k ~~set forth therein, from time to time.~~filing

The foregoing descriptions of the Merger Agreement, Articles of Merger, and ESOP, herein are qualified by the terms of the full text of the Merger Agreement, and Articles of Merger attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 and the terms thereof are incorporated herein by reference.

ITEM 3.02 - UNREGISTERED SALE OF SECURITIES

As partial consideration for the Closing of the Merger Agreement, on July 9, 2021, and per the terms thereof described in Item 1.01, the Company transferred 49,000 shares of Merger Sub Common Stock, representing 49% ownership of Merger Sub, to those shareholders of Gear Bubble, as identified in the Merger Agreement as Equity Recipients.

On July 9, 2021, and under the terms of Section 4.2 of the ESOP, the Company’s Board of Directors approved the issuance of 500,000,000 shares of the Company’s Common Stock to the Company’s CEO, Berge Abajian, as a Performance Award in recognition of the Closing of the Merger Agreement with Gear Bubble and with the Acquisition of the Assets used in the operation of Aphrodites. The award of such Performance Award shares is subject to the Company increasing its total authorized shares of Common Stock to 6,000,000,000 shares, which the Company plans to accomplish by filing Articles of Amendment to its Articles of Incorporation in Wyoming.

ITEM 7.01 - REGULATION FD DISCLOSURE.

On July 8, 2021, Bergio International, Inc., (the “Company”) issued a press release announcing that the Company acquired the assets and operations of GearBubble, Inc., a Nevada corporation (“Gear Bubble”), the terms of which are detailed in the Merger Agreement discussed in Item 1.01 above.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Safe Harbor

This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits~~. The following exhibits are filed with this report:~~

Exhibit No.	Description
10.1	Agreement and Plan of Merger dated July 1, 2021.
10.2	Articles of Merger in Wyoming and Nevada dated July 9. 2021.
10.3	Employee Stock Ownership Plan dated July 9, 2021
99.1	Press Release dated July 8, 2021.

The following exhibits are provided with this Current Report:

Exhibit

Number

Description of Exhibit

16.1

Letter from BF Borgers CPA, PC to the Securities and Exchange Commission dated January 26, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BERGIO INTERNATIONAL, INC.
Date: July 9, 2021	By:	/s/ Berge Abajian
Date: January 26, 2024	By:	/s/ Berge Abajian
		Name: Berge Abajian	~~Name: Berge Abajian~~
		Title: Chief Executive Officer	~~Title: Chief Executive Officer~~

Filing Compare · Bergio International, Inc.