SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2011
BERGIO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
12 Daniel Road
East Fairfield, NJ 07004
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2011, Bergio International Inc. (the Company) entered into a security agreement (the Security Agreement) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (TCA), related to a $200,000 convertible promissory note issued by the Company in favor of TCA (the Convertible Note). The Security Agreement grants to TCA a continuing, first priority security interest in all of the Companys assets, wheresoever located and whether now existing or hereafter arising or acquired.
The above description of the Security Agreement does not purport to be complete and is qualified in its entirety by the full text of the document itself.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Convertible Promissory Note
On December 23, 2011, the Company issued the Note in favor of TCA. The maturity date of the Convertible Note is December 22, 2012, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Companys common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Companys common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Companys option without penalty, provided that such partial payments are in the amount of at least $50,000.
The above description of the Convertible Note does not purport to be complete and is qualified in its entirety by the full text of the document itself.
Item 3.02 Unregistered Sales of Equity Securities
In addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities underlying the Convertible Note pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, TCA is an accredited investor and/or qualified institutional buyer and TCA has access to information about us and its investment.
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.