Replies to post #7847 on Bergio International Inc (BRGO)

[CancunCharlie]

I'm trying to figure this out. Can someone help with this?

is this just funding? Is this good or bad for us shareholders?

To me it looks like we just got diluted, am I correct?

[StocktraderDK]

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 Company’s 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 Company’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s 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 Company’s 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.