Forward Looking Statements





This quarterly report on Form 10-Q and other reports (collectively, the
"Filings") filed by Bergio International, Inc. ("Bergio" or the "Company") from
time to time with the U.S. Securities and Exchange Commission (the "SEC")
contain or may contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, the Company's
management as well as estimates and assumptions made by Company's management.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the date hereof.
When used in the Filings, the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan," or the negative of these terms and similar
expressions as they relate to the Company or the Company's management identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to risks, uncertainties,
assumptions, and other factors, including the risks contained in the "Risk
Factors" section of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, filed with the SEC on March 18, 2021, relating to the
Company's industry, the Company's operations and results of operations, and any
businesses that the Company may acquire. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended, or planned.



Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Except as required by
applicable law, including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to conform these
statements to actual results.



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 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.



When designer and CEO, Berge Abajian, creates a collection, he looks well beyond
the drawing board. Berge focuses on the woman who will ultimately wear his
pieces, bringing to creation a magnificent piece of jewelry that reflects the
beauty and vitality a woman possesses. Bergio creations are a seamless blend of
classic elegance and subtle flair, adding to a woman's charm while never
overpowering her.



It is our intention to establish Bergio as a holding company for the purpose of
establishing retails stores worldwide & acquisitions. 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.



                                       2

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)





Plan of Operation (continued)

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.





We have spent over $3 million in branding the Bergio name through tradeshows,
trade advertising, national advertising and billboard advertising since
launching the line in 1995. 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.



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.



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 the fourth quarter of 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 future.



The Company's operations have been affected by the recent and ongoing outbreak
of the coronavirus disease 2019 (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, including a significant disruption in
consumer demand and accessories, labor workforce, inability of customers to pay
outstanding accounts receivable due and owing to the Company as they limit or
shut down their businesses, customers seeking relief or extended payment plans
relating to accounts receivable due and owing to the Company, unavailability of
products and supplies used in operations, and the decline in value of assets
held by the Company, including property and equipment. As such, the
comparability of the Company's operating results has been affected by
significant adverse impacts related to the COVID-19 pandemic.



On February 10, 2021 we acquired 51% of Aphrodite's Marketing an e-commerce
company that sold $9,700,000 in 2020. This acquisition was essential to move the
Company into the e-commerce space and also it will assist to launch Bergio fine
online website to compete with all other jewelry e-commerce companies.



On May 6, 2021 we signed a binding letter of intent to acquire 51% of Gear
Bubble, in four and half years Gear bubble processed over $ 130 Million in sales
and generated $27 Million in revenue in 2020. On July 1, 2021, we have closed
the acquisition and acquired 51% of Gear Bubble.

The Company has increased its online presence with the 2 acquisitions to minimize the impact of having to close its retail stores as well as directing efforts towards its wholesale operations.





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. 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.



                                       3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)





Plan of Operation (continued)

We also intend to sell our products on a wholesale basis to limited customers.





We have spent over $3 million in branding the Bergio name through tradeshows,
trade advertising, national advertising and billboard advertising since
launching the line in 1995. 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.



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.



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 the fourth quarter of 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 future.



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 operations have been affected by the recent and ongoing outbreak
of the coronavirus disease 2019 (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, including a significant disruption in
consumer demand and accessories, labor workforce, inability of customers to pay
outstanding accounts receivable due and owing to the Company as they limit or
shut down their businesses, customers seeking relief or extended payment plans
relating to accounts receivable due and owing to the Company, unavailability of
products and supplies used in operations, and the decline in value of assets
held by the Company, including property and equipment. As such, the
comparability of the Company's operating results has been affected by
significant adverse impacts related to the COVID-19 pandemic.



The Company has increased its online presence to minimize the impact of having
to close its retail stores as well as directing efforts towards its wholesale
operations.



                                       4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)





Results of Operations



Overview



Sales increased during the six months ended June 30, 2021 due to Aphrodite's
Marketing acquisition as compared to the six months ended June 30, 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 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:

? We have negotiated some of our convertible debt.

? Pursuant to a Settlement Agreement, Livingston Asset Management acquired

$362,285 (the "Claim Amount") of Company liabilities from certain creditors. In

satisfaction of the Claim Amount, the Company agreed to issue shares of the

Company's common stock in one or more tranches to Livingston in the manner

contemplated in the Settlement Agreement and Stipulation Agreement. The effect

of this will be to convert debt to equity.

? Filed a S-1 registration statement with the SEC. The Company has received

approximately $3 million in proceeds from this offering for the six months


   ended June 30, 2021.

? Raised additional funding from loans.






These events have allowed us to reduce our debt, provided limited funding for
operations, and funding for the Aphrodite's Marketing. 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.



                                               Three Months Ended                            Percent
                                            June 30,        June 30,        Increase         Increase
                                              2021            2020         (Decrease)       (Decrease)
Sales, net                                 $ 2,137,320     $   77,944     $  2,059,376         2,642.12 %

Gross profit                               $ 1,759,230     $   32,092     $  1,727,138         5,381.83 %

Gross profit as a % of sales                     82.31 %        41.17 %




                                               Six Months Ended                             Percent
                                            June 30,       June 30,        Increase         Increase
                                              2021           2020         (Decrease)       (Decrease)
Sales, net                                 $ 3,286,634     $ 153,337     $  3,133,297         2,043.41 %

Gross profit                               $ 2,598,378     $  81,179     $  2,517,199         3,100.80 %

Gross profit as a % of sales                     79.06 %       52.94 %




                                       5

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Net sales for the three months ended June 30, 2021 increased by $2,059,376 to
$2,137,320 as compared to $77,944. Net sales for the six months ended June 30,
2021 increased by $3,133,297 to $3,286,634 as compared to $153,337. This
increase is the result of the acquisition of Aphrodite's Marketing which
expanded the selling opportunities internationally and nationwide thru out the
US. We were able to minimize the impact of the effect on our retail stores by
our efforts on our wholesale and expanding our online presence, but it is too
early to assess the real impact.



Gross Profit



Gross profit increased by $1,727,138 to $1,759,230 for the three months ended
June 30, 2021 as compared to $32,092 for the three months ended June 30, 2020.
Gross profit increased by $2,517,199 to $2,598,378 for the six months ended June
30, 2021 as compared to $81,179 for the six months ended June 30, 2020. This
increase is primarily attributable to increase in revenues as discussed above.



Operating Expenses



Operating expenses increased by $2,083,729 to $2,233,471 for the three months
ended June 30, 2021 as compared to $149,742 for the three months ended June 30,
2020. The increase was primarily attributable to increase in selling,
advertising and marketing expenses of $1,415,708, increase professional and
consulting expenses of $285,814 and increase in general and administrative
expenses of $382,207. The increase in operating expenses reflects the increase
in business operations as a result of the acquisition of Aphrodite's Marketing.



Operating expenses increased by $3,059,856 to $3,437,701 for the six months
ended June 30, 2021 as compared to $377,845 for the six months ended June 30,
2020. The increase was primarily attributable to increase in selling,
advertising and marketing expenses of $1,734,559, increase professional and
consulting expenses of $321,305 and increase in general and administrative
expenses of $1,003,992. The increase in operating expenses reflects the increase
in business operations as a result of the acquisition of Aphrodite's Marketing.



Loss from Operations




As a result of the above, we had a loss from operation of $474,241 for the three
months ended June 30, 2021 as compared to a loss from operations of $117,650 for
the three months ended June 30, 2020. As a result of the above, we had a loss
from operation of $839,232 for the six months ended June 30, 2021 as compared to
a loss from operations of $296,666 for the six months ended June 30, 2020.




Other Income (Expense)




For the three months ended June 30, 2021, the Company had other expense of
$1,446,260 as compared to other income of $1,026,345 for the three months ended
June 30, 2020, an increase of $2,472,605 in other expense. The increase in other
expense is primarily attributed to the increase in change in fair value of
derivatives of $1,784,173, increase in amortization of debt discount of
$452,129, increase in interest expense of $278,694, increase in derivative
expense of $63,837 offset by increase in gain on extinguishment of debt of
$81,000 and other income of $24,406.



For the six months ended June 30, 2021, the Company had other expense of
$1,558,800 as compared to other expense of $265,540 for the six months ended
June 30, 2020, an increase of $1,293,260 in other expense. The increase in other
expense is primarily attributed to the increase in change in fair value of
derivatives of $694,358, increase in amortization of debt discount of $551,398,
increase in interest expense of $306,838, increase in derivative expense of
$189,203 offset by increase in gain on extinguishment of debt of $423,309 and
other income of $24,406.



Net Income (Loss)



As a result of the above, we had net loss $1,920,501 for the three months ended
June 30, 2021 as compared to net income of $908,695, for the three months ended
June 30, 2020. As a result of the above, we had net loss $2,398,123 for the six
months ended June 30, 2021 as compared to net loss of $562,206 for the six

months ended June 30, 2020.



                                       6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table summarizes working capital at June 30, 2021, compared to December 31, 2020:





                       June 30,        December 31,       Increase/
                         2021              2020          (Decrease)

Current Assets        $ 5,261,054     $    1,321,632     $ 3,939,422

Current Liabilities $ 6,040,815 $ 1,106,318 $ 4,934,497



Working Capital       $  (779,761 )   $      215,314     $  (995,075 )

At June 30, 2021 the Company had negative working capital of $779,761 as compared to positive 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.

During the six months ended June 30, 2021, the Company's principal sources and uses of funds were as follows:


Cash used in operating activities: 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, 2021, the
Company used $44,355 in cash for investing activities as compared to $0 of cash
in investing activities for the six months ended June 30, 2020 as a result of
purchases of property and equipment.



Cash provided by (used in) financing activities: Net provided by financing
activities for the six months ended June 30, 2021 was $3,149,135 as compared to
using $8,036 for the six months ended June 30, 2020. This increase is primarily
the result of increases in proceeds received from convertible notes of
$1,617,500, sale of common stock of $2,958,837 offset partially by an increase
in repayments of loans payable of $839,976, repayment of debt of $567,403 and
repayment of convertible debt of $30,000.



Our indebtedness is comprised of loans payable, convertible notes, 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 June 30, 2021, principal amounts under the
convertible notes payable was $1,762,500, net of debt discount of $1,123,585 at
June 30, 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
$13,831,781 as of June 30, 2021. As of June 30, 2021, the Company has $1,762,500
in principal amounts of convertible notes and $948,743 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.



                                       7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)





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. The Company has also increased its online presence to minimize
the impact of having to close its retail stores as well as directing efforts
towards its wholesale operations. The newly formed company, Aphrodite's
Marketing, of which Bergio owns 51%, will greatly enhance our online presence
and provide the opportunity for future growth.



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.



Research and Development

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

Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, results or
operations, liquidity, capital expenditures or capital resources that is deemed
material.



Critical Accounting Policies



Our critical accounting policies are described in Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our Annual
Report. There have been no changes in our critical accounting policies. Our
significant accounting policies are described in our notes to the consolidated
financial statements for the year ended December 31, 2020 which is included in
our Annual Report.

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