☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_________~~__________ to ~~_________~~__________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of August ~~12, 2021~~19, 2022 was ~~1,351,077,530.~~1,485,233,626.

The following unaudited interim financial statements of VNUE, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

~~VNUE, INC.~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

June 30,

December 31,

2021

2020

(Unaudited)

Assets

Current assets:

Cash

$ 4,008

$ 4,458

Prepaid expenses

100,000

100,000

Total current assets

104,008

104,458

Total assets

$ 104,008

$ 104,458

Liabilities and Stockholders' Deficit
Current liabilities:

Accounts payable and accrued expenses

$ 1,219,894

$ 2,372,072

Shares to be issued

247,707

247,707

Accrued payroll-officers

238,250

209,750

Advances from former officer

720

720

Notes payable

34,000

34,000

Deferred revenue

74,225

74,225

Convertible notes payable, net

1,128,242

1,956,922

Purchase liability

300,000

300,000

Derivative liability

0

3,156,582

Total current liabilities

3,243,038

8,351,979

Total liabilities

3,243,038

8,351,979

Commitments and Contingencies

Stockholders' Deficit

Preferred stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 issued and outstanding as of June 30, 2021, and December 31, 2020

425

413

Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,286,690,336 and 1,211,495,162 shares issued and outstanding, as of June 30, 2021, and December 31, 2020, respectively

128,669

121,149

Additional paid-in capital

9,772,348

8,386,593

Accumulated deficit

(13,040,472 )

(16,755,676 )
Total stockholders' deficit

(3,139,030 )

(8,247,521 )
Total Liabilities and Stockholders' Deficit

$ 104,008

$ 104,458

VNUE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	June 30,			December 31,
	2022			2021
Assets
Current assets:
Cash	$	31,659		$	36,958
Prepaid expenses		100,000			464,336
Total current assets		131,659			501,294
Fixed assets, net		27,060			0
Goodwill		10,400,000			-
Intangible Assets		2,275,000			-
Total assets	$	12,833,719		$	501,294

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	2,742,490		$	923,781
Shares to be issued		1,038,469			247,707
Accrued payroll-officers		243,250			233,750
Advances from officer		10,000			10,000
Dividends payable		82,984			-
Notes payable		1,145,542			869,157
Deferred revenue		851,730			74,225
Convertible notes payable, net		470,714			635,714
Purchase liability		7,979,984			300,000
Total current liabilities		14,565,164			3,294,334
Total liabilities		14,565,164			3,294,334

Commitments and Contingencies

Stockholders’ Deficit
Preferred A stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 and 4,250,579 issued and outstanding as of June 30, 2022 and December 31, 2021		425			425
Preferred B stock, par value $0.0001: 2,500 shares authorized; 2,091 and -0- issued and outstanding as of June 30, 2022, and December 31, 2021		-			-
Preferred C stock, par value $0.0001: 10,000 shares authorized; 3,000 and -0- issued and outstanding as of June 30, 2022, and December 31, 2021		-			-
Common stock, par value $0.0001, 2,000,000,000 shares authorized; and 1,474,486,186 and 1,411,799,497 shares issued and outstanding, as of June 30, 2022, and December 31, 2021, respectively		147,448			141,177
Additional paid-in capital		29,364,119			10,900,652
Accumulated deficit		(31,243,437	)		(13,835,294	)
Total stockholders’ deficit		(1,731,445	)		(2,793,040	)
Total Liabilities and Stockholders’ Deficit	$	12,833,719		$	501,294

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

VNUE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	For the three months						For the six months
	June 30,						June 30,
	2022			2021			2022			2021
Revenues – related party	$	1,440		$	4,320		$	6,489		$	6,581
Revenue, net		91,581			-			128,202			-
Total revenue		93,021			4,320			134,691			6,581
Direct costs of revenue		112,213			66			152,726			66
Gross margin (loss)		(19,192	)		4,254			(18,036	)		6,515
Operating expenses:
Stock based compensation -related party		15,300,000			-			15,300,000			-
General and administrative expense		57,109			14,282			120,311			31,354
Payroll expenses		125,279			67,000			246,830			132,750
Professional fees		129,925			79,604			481,878			170,809
Amortization of intangible assets		216,667			-			325,000			-
Total operating expenses		15,828,980			160,886			16,474,019			334,913
Operating loss		(15,848,173	)		(156,632	)		(16,492,055	)		(328,398	)
Other income (expense), net
Change in fair value of derivative liability		-			812,349			-			3,156,582
Other income		-			1,172,782			-			1,172,782.00
Loss on the extinguishment of debt		(154,200	)		(80,227	)		(154,200	)		(80,227	)
Financing costs		(160,749	)		(24,169	)		(678,905	)		(205,535	)
Other income (expense), net		(314,949	)		1,880,735			(833,105	)		4,043,602
Net income (loss)	$	(16,163,122	)	$	1,724,103			(17,325,160	)	$	3,715,204
Preferred B Stock dividends		(51,915	)		-			(82,984	)		-
Net income (loss) available to common shareholders	$	(16,215,037	)	$	1,724,103			(17,408,143	)	$	3,715,204

Net income (loss) per common share - basic and diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00

Weighted average common shares outstanding:
Basic and diluted		1,470,664,691			1,243,610,132			1,443,141,667			1,227,641,362

The accompanying notes are an integral part of these consolidated financial statements.

VNUE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the three months ended

For the six months ended

June 30,

June 30,

2021

2020

2021

2020

Revenues - related party

$ 4,320

$ 6,127

$ 6,581

$ 18,186

Direct costs of revenue

66

0

66

8,509

Gross margin (loss)

4,254

6,127

6,515

9,677

Operating expenses:

General and administrative

160,885

193,843

334,913

370,031

Total costs and expenses

160,885

193,843

334,913

370,031

Operating loss

(156,631 )

(187,716 )

(328,398 )

(360,354 )
Other income (expense), net

Change in fair value of derivative liability

812,349

396,924

3,156,582

106,062

Other income

1,172,782

0

1,172,782

0

Loss on the extinguishment of debt

(80,227 )

0

(80,227 )

(72,709 )
Financing costs

(24,169 )

(68,073 )

(205,535 )

(171,421 )
Other income (expense), net

1,880,735

328,851

4,043,602

(138,068 )
Net income (loss)

$ 1,724,104

$ 141,135

$ 3,715,204

$ (498,422 )

Net loss per common share - basic and diluted

$ 0.00

$ 0.00

$ 0.00

$ (0.00 )

Weighted average common shares outstanding:

Basic and diluted

1,243,610,132

1,149,756,152

1,227,641,362

1,089,508,097

The accompanying notes are an integral part of these consolidated financial statements.

VNUE, INC.

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Unaudited)


													Par value $0.001				Additional
	Preferred A Shares				Preferred B Shares				Preferred C Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2020		4,126,776	$	413		-	$	-		-	$	-		1,211,495,162	$	121,149	$	8,386,593		(16,755,676	)		(8,247,521	)

Beneficial conversion feature of convertible notes																		111,765					111,765

Net income				-				-				-				-				1,991,101			1,991,101

Balance, March 31, 2021		4,126,776	$	413		-	$	-		-	$	-		1,211,495,162	$	121,149	$	8,498,358	$	(14,764,575	)	$	(6,144,656	)

Shares issued upon conversion of convertible notes payable		123,803		12										75,195,174		7,520		1,273,991					1,281,523

Net income								-				-								1,724,104			1,724,104

Balance, June 30, 2021		4,250,579	$	425		-	$	-		-	$	-		1,286,690,336	$	128,669	$	9,772,348	$	(13,040,472	)	$	(3,139,030	)

													Par value $0.001				Additional
	Preferred A Shares				Preferred B Shares				Preferred C Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2021		4,250,579	$	425		-	$	-		-	$	-		1,411,779,497	$	141,177	$	10,900,652	$	(13,835,294	)	$	(2,793,040	)

Issuance of Preferred B Shares for cash						1,500												1,500,000					1,500,000

Financing fee paid in Preferred B shares						35												42,000					42,000

Series B dividends																				(31,068	)		(31,068	)

Beneficial conversion feature of Preferred B shares																		300,000					300,000

Shares issued for services														6,000,000		600		56,200					56,800

Acquisition shares issued for Stage It purchase														41,476,963		4,148		414,770					418,917

Net loss				-								-								(1,162,038	)		(1,162,038	)

Balance March 31, 2022		4,250,579	$	425		1,535	$	-		-	$	-		1,459,256,460	$	145,925	$	13,213,621	$	(15,028,400	)	$	(1,668,428	)

Issuance of Preferred B Shares for cash						280												280,000					280,000

Financing fee paid in Preferred B shares						10												12,000					12,000

Series B dividends																				(51,915	)		(51,915	)

Beneficial conversion feature of Preferred B shares																		87,000					87,000

Conversion of debt to Preferred B shares						266												319,200					319,200

Issuance of Preferred C shares to related parties										3,000								15,300,000					15,300,000

Acquisition shares issued for Stage It purchase														15,229,726		1,523		152,297					153,820

Net loss				-																(16,163,122	)		(16,163,122	)

Balance June 30, 2022		4,250,579	$	425		2,091	$	-		3,000	$	-		1,474,486,186	$	147,448	$	29,364,118	$	(31,243,437	)	$	(1,731,445	)

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

VNUE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the six months ended
	June
	2022			2021
Cash Flows From Operating Activities:
Net income (loss)	$	(17,325,160	)	$	3,715,204
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation		9,822			-
Amortization of intangible assets		325,000
Change in the fair value of derivatives		-			(3,156,582	)
Loss on the extinguishment of debt		154,200			80,227
Beneficial conversion feature of Preferred B stock		387,000			-
Issuance of Preferred C voting stock		15,300,000			-
Shares issued for financing costs		54,000			-
Shares issued for services		56,800			-
Amortization of debt discount		-			111,765
Changes in operating assets and liabilities
Prepaid expenses		364,336			-
Accounts payable and accrued interest		107,361			(1,113,564	)
Deferred revenue		(398	)		-
Accrued payroll officers		9,500			28,500
Net cash used in operating activities		(557,538	)		(334,450	)

Cash Flows From Investing Activities:
Acquisition of a business net of cash received		(977,761	)		-
Net cash used in investing activities		(977,761	)		-

Cash Flows From Financing Activities:
Payments on promissory note		(253,000	)		-
Proceeds from the of Series B Preferred Stock		1,780,000			-
Proceeds from the issuance of convertible notes		3,000			334,000
Net cash provided by investing activities		1,530,000			334,000

Net Increase (Decrease) In Cash		(5,299	)		(450	)
Cash At The Beginning Of The Period		36,958			4,458
Cash At The End Of The Period	$	31,659		$	4,008

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash information:
Common shares issued upon conversion of debt and accrued interest	$	-		$	1,281,523
Common shares issued for the Stage It acquisition	$	572,738		$	-
Issuance of Preferred C voting shares	$	15,300,000		$	-
Preferred B shares issued upon the conversion of debt and accrued interest	$	176,410		$	-

The accompanying notes are an integral part of these consolidated financial statements.

VNUE, INC.
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Par value$0.001

Additional

Preferred Shares

Common Shares

Paid- in

Number

Amount

Number

Amount

Capital

Deficit

Total

Balance - December 31, 2019

4,126,776

$ 413

770,883,602

$ 77,088

$ 8,099,346

(12,201,899 )

(4,025,052 )

Shares issued on conversion of notes payable

378,872,550

37,887

83,421

121,308

Net (loss)

(639,557 )

(639,557 )

Balance, March 31, 2020

4,126,776

$ 413

1,149,756,152

$ 114,975

$ 8,182,767

$ (12,841,456 )

$ (4,543,301 )

Net income

141,135

141,135

Balance, June 30, 2020

4,126,776

$ 413

1,149,756,152

$ 114,975

$ 8,182,767

$ (12,700,321 )

$ (4,402,166 )

Par value $0.001

Additional

Preferred Shares

Common Shares

Paid- in

Number

Amount

Number

Amount

Capital

Deficit

Total

Balance - December 31, 2020

4,126,776

$ 413

1,211,495,162

$ 121,149

$ 8,386,593

$ (16,755,676 )

$ (8,247,521 )

Net income

1,991,101

1,991,101

Beneficial conversion feature of convertible notes

111,765

111,765

Balance, March 31, 2021

4,126,776

$ 413

1,211,495,162

$ 121,149

$ 8,498,358

$ (14,764,575 )

$ (6,144,656 )

Shares issued upon conversion of convertible notes payable

123,803

12

75,195,174

7,520

1,273,991

1,281,523

Net income

1,724,104

1,724,104

Balance, June 30, 2021

4,250,579

$ 425

1,286,690,336

$ 128,669

$ 9,772,348

$ (13,040,472 )

$ (3,139,030 )

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

VNUE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the six months ended

June 30,

2021

2020

Cash Flows From Operating Activities:

Net income (loss)

$ 3,715,204

$ (498,422 )
Adjustments to reconcile net income to net cash provided by (used for) operating activities

Change in the fair value of derivatives

(3,156,582 )

(106,062 )
Derivative value considered financing costs

0

48,599

Loss on the extinguishment of debt

80,227

72,709

Amortization of debt discount

111,765

69,669

Changes in operating assets and liabilities

Prepaid expenses

(100,000 )
Accounts payable and accrued interest

(1,113,564 )

72,551

Deferred revenue

0

74,225

Accrued payroll officers

28,500

91,250

Net cash used in operating activities

(334,450 )

(275,481 )

Cash Flows From Investing Activities:

0

0

Cash Flows From Financing Activities:

Payoff of convertible note

0

(53,000 )
Proceeds from the issuance of convertible notes

334,000

284,708

Net cash provided by investing activities

334,000

231,708

Net Decrease In Cash

(450 )

(43,773 )
Cash At The Beginning Of The Period

4,458

52,096

Cash At The End Of The Period

$ 4,008

$ 8,323

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 0

$ 0

Cash paid for income taxes

$ 0

$ 0

Supplemental disclosure of non-cash information:

Common shares issued upon conversion of notes payable and accrued interest

$ 1,281,523

$ 121,308

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

VNUE, INC.

NOTES TO ~~CONDENSED~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

NOTE 1 - – ORGANIZATION AND BASIS OF PRESENTATION

History and Organization

VNUE, Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE”, “TGRI”, or the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2006.

On May 29, 2015, VNUE, Inc.~~, known as Tierra Grande Resources, Inc. at the time,~~ entered into a merger agreement with VNUE ~~Inc., a~~ Washington, ~~corporation (VNUE Washington), and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of VNUE,~~ Inc. ~~(“Merger Sub”).~~ Pursuant to the terms of the Merger Agreement, VNUE Washington merged with and into Merger Sub, with Merger Sub continuing as the surviving entity that succeeded to all of the assets, liabilities and operations of VNUE Washington (the “Merger”). In connection with the Merger, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of ~~VNUE, Inc.~~TGRI common stock. ~~The~~As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and the transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer.

The Company is developing ~~technology driven~~technology-driven solutions for Artists, Venues, and Festivals to automate the capturing, publishing, and monetization of their content, as well as protection of their rights.

~~Going Concern~~On February 13, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly-owned subsidiary of the Company (the “Merger”).

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back for the purposes of satisfying certain contingent obligations of Stage It.

The Merger Agreement also allows for the issuance of earn-out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months. See Note 5. for additional information

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements ~~during~~as of June 30, 2022, the Company had $31,659 in cash on hand, had negative working capital of $14,433,505 and had an accumulated deficit of $31,243,437. Additionally for the six months ended June 30, ~~2021,~~2022, the Company used $557,538 in cash ~~in operations of $334,450, and as of June 30, 2021, had a stockholders’ deficit of $3,139,030 and negative working capital of $3,139,030.~~from operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The Company does not have any commitments for additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, ~~2021,~~2022, consolidated financial statements, has raised substantial doubt about the ~~Company had cash on hand of $4,008.~~ Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

On June 22, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”), a Nevada limited liability company, pursuant to which the Company will have the right in its sole discretion for a period of one year from the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transaction is considered an Equity Line of Credit (“ELOC”)

In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. As result management estimates that the current funds on hand will be sufficient to continue operations through the next 12 months.

~~Management’s Representation of Interim Financial Statements~~

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto at December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on April 8, 2021 with the SEC.

~~Table of Contents~~

NOTE 23 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Consolidation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

The Company consolidates ~~all~~its results with its wholly-owned ~~subsidiaries in which the Company’s power to control exists. The Company consolidates the following subsidiaries and/or entities:~~subsidiary, Stage It Corp.

~~Name of consolidated subsidiary or Entity~~	~~State or other~~ ~~jurisdiction of~~ ~~incorporation or~~ ~~organization~~	~~Date of incorporation~~ ~~or formation~~ ~~(date of acquisition/~~ ~~disposition, if~~ ~~applicable)~~	~~Attributable~~ ~~interest~~

~~VNUE Inc. (formerly TGRI)~~	~~The State of Nevada~~	~~April 4, 2006 (May 29, 2015)~~		~~100~~	%

~~VNUE Inc. (VNUE Washington)~~	~~The State of Washington~~	~~October 16, 2014~~		~~100~~	%

~~VNUE LLC~~	~~The State of Washington~~	~~August 1, 2013 (December 3, 2014)~~		~~100~~	%

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production.

The Company also recognizes revenue on the sale of CDs and USB drives that contain the recording of live concerts and are made available to concert attendees immediately after the show and ~~on-line.~~online. Revenue is recognized on the sale of a product when our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased.

As of June 30, 2022 and December 31, 2021 deferred revenue amounted to $851,730 and $74,225, respectively.

Management’s Representation of Interim Financial Statements

The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates include the assumptions used for ~~impairment testing~~the determination of goodwill and intangible assets, ~~assumptions used to value the derivative liabilities,~~ the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates.

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Fair Value of Financial Instruments

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

	• ●	Level 1 — Quoted prices in active markets for identical assets or liabilities.

	• ●	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	• ●	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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~~NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (continued)~~

~~Fair Value of Financial Instruments (continued)~~

The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

~~The fair value of the derivative liabilities of $-0- and $3,156,582 on June 30, 2021, and December 31, 2020, respectively, were valued using Level 3 inputs.~~

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. There were 0 derivative liabilities outstanding as of June 30, 2022 and December 31, 2021

Income (Loss) per Common Share

Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that is then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on June 30, ~~2021,~~2022, because their impact was anti-dilutive. As of June 30, ~~2021,~~2022, the Company had 231,267,937outstanding warrants ~~to purchase 15,800,319~~and 10,325,196 shares ~~of common stock and 932,594,639 shares of common stock~~ related to convertible notes payables respectively, which were excluded from the computation of net loss per share.

Property and Equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. The threshold for depreciating office equipment is $200, and $1,000 for furniture and fixtures maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows:

Schedule of Property Plant Equipment Estimated Useful Lives
Computers, software, and office equipment		3 years
Furniture and fixtures		7 years

As of June 30, 2022, the Company’s property, which consisted solely of computers, amounted to $27,060 and -0-, respectively. Depreciation expense for the six months ended June 30, 2022, and 2021, amounted to $1,880 and $9,822 respectively.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.

Recently Issued Accounting Pronouncements

~~On Dec. 18, 2019,~~In June 2016, the Financial Accounting Standards Board ~~(FASB) released~~(“FASB”) issued Accounting Standards Update ~~(ASU) 2019-12, which affects general principles within~~(“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic ~~740, Income Taxes. The amendments~~326 requires measurement and recognition of ~~ASU 2019-12 are meant to simplify and reduce the cost of accounting~~expected credit losses for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial ~~statements.~~assets held. The Company ~~adopted~~will be required to adopt this ~~guidance on January 1, 2021 which had no impact on the Company’s financial statements.~~

ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ~~Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does~~adoption of Topic 326 is not ~~believe that there are any other new pronouncements that have been issued that might~~expected to have a material ~~impact on its financial position or results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact~~effect on the Company’s financial statements ~~since all Company leases are month~~and financial statement disclosures.

NOTE 4 – PREPAID EXPENSE

As of June 30, 2022 and December 31, 2021, the balances in prepaid expenses was $100,000 and $464,336.

$100,000 of the prepaid expense in both periods relates to ~~month, or short-term rentals.~~

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~~NOTE 3 – PREPAID EXPENSE~~

~~On Jan~~a January 9, 2020 ~~the Company~~agreement entered into ~~an agreement~~by the Company with recording and performance artist, Matchbox Twenty “MT Agreement”), to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to ~~Matchbox Twenty~~MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. ~~We have recorded this amount as a prepaid expense on our consolidated balance sheets as~~This tour which has been delayed due to Covid-19 is expected to commence in summer of ~~June 30, 2021 and December 31, 2020.~~ 2022.

NOTE 45 – RELATED PARTY TRANSACTIONS

DiscLive Network

On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license.

In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive ~~Officer, Mr. Bair. On March 19, 2021, the Licensing Agreement was extended until March 2022, and will automatically extend unless either party notifies the other of cancellation.~~

Officer. Revenues of ~~$4,320~~ $6,489 and ~~$6,581 during~~$6,581 for the ~~three and six months~~periods ended June 30, ~~2021,~~2022, and ~~$6,127 and $18,186 during the three and six months ended June 30, 2020,~~2021, respectively, were recorded using the assets licensed under this agreement. For the ~~six months~~periods ended June 30, ~~2021~~2022, and ~~2020,~~2021 the fees would have amounted to ~~$216~~$324 and ~~$329~~$329, respectively. ~~Our~~The Company’s Chief Executive Officer agreed to waive the right to receive these license fees for both ~~years.~~years and has never taken any fees pursuant to this agreement.

Accrued Payroll to Officers

Accrued payroll to two officers was ~~$238,250~~$243,250 and ~~$209,750~~$233,750 respectively, as of June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, respectively. The Chief Executive Officer’s compensation is ~~$170,000~~$170,000 per year.

Advances from Officers/Stockholders

From time to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. During the year ended December 31, ~~2019,~~2021, the Company’s CEO advanced $10,000 to the Company on an interest-free basis. That amount remained outstanding as of June 30, 2022.

NOTE 6 – BUSINESS ACQUISITION

On February 13, 2022, VNUE, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a ~~former employee~~Delaware corporation and ~~stockholder agreed~~wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to ~~forgive $14,000 owed~~which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly owned subsidiary of the Company (the “Merger”).

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back to satisfy certain contingent obligations of Stage It.

The Merger Agreement also allows for the issuance of earn-out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months.

On February 13, 2022, the Company, Stage It and the shareholders of Stage It entered into a voting agreement concerning the Merger.

On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company will issue the initial 135,000,000 shares and pay certain amounts as detailed under Merger Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are set forth in the Merger Agreement.

The Merger Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Company, Merger Sub, or any of their respective subsidiaries or affiliates

For the acquisition of Stage It the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed:

Consideration paid

Schedule of fair value of consideration
Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share	$	418,917
Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share		944,583
Net liabilities assumed		2,871,066
Earnout liability		7,679,984
Cash paid		1,085,450
Fair value of total consideration paid	$	13,000,000

Net assets acquired and liabilities assumed

Schedule of net asset acquired and liabilities assumed
Cash and cash equivalents	$	107,689
Property		36,882
Total assets		144,571

Accounts payable and accrued liabilities		1,711,349
Notes payable		526,385
Deferred revenue		777,903
Total liabilities	$	3,015,637

Net liabilities assumed	$	2,871,066

The Company ~~recorded~~has allocated the ~~$14,000 as~~fair value of the total consideration paid of $10,400,000 to goodwill and $2,600,000 to intangible assets with a ~~gain~~life of three years. The value of goodwill represents Stage It’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on March 31, 2022. The Company’s accounting for the ~~settlement~~acquisition of ~~debt, leaving~~Stage It is incomplete. Management is performing a ~~remaining~~valuation study to calculate the fair value of the acquired intangible assets, which it plans to complete within the one-year measurement period.

NOTE 7 – INTANGIBLE ASSETS

As of June 30, 2022, the balance of ~~$720 recorded on~~intangible assets was $2,275,000. During the ~~consolidated balance sheet on~~year the three-month period ended June 30, ~~2021.~~2022, the Company recorded $108,333 in amortization expense. As discussed in Note 6, the intangible assets have been valued based on provisional estimates of fair value and are subject to change as the Company completes its valuation assessment by the completion of the one-year measurement period. Remaining amortization as of June 30, 2022 for the following fiscal years is: 2022 - $325,000; 2023 - $866,666; and 2024 - $866,666, 2025 -$216,668.

NOTE 58 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability.

The following table sets forth the components of the Company’s accrued liabilities on June 30, ~~2021~~2022, and December 31, ~~2020.~~2021:

Schedule of accrued liabilities
	6/30/21		12/31/20		June 30, 2022		December 31, 2021
Accounts payable and accrued expense	$	567,680		587,230	$	2,354,097	$	588,275
Accrued interest		506,955		466,801		242,864		189,527
Accrued interest and penalties Golock (a)		0		1,172,782
Soundstr Obligation		145,259		145,259		145,529		145,259
Total accounts payable and accrued liabilities	$	1,219,894		2,372,072	$	2,742,490	$	923,061

~~(a) See~~NOTE 9 – PURCHASE LIABILITY

The balance of the company’s Purchase Liability at June 30, 2022, and December 31, 2021 was $7,979,984 and $300,000, respectively.

Under the terms of the business acquisition of Stage It described in Note ~~9 related~~6, during the three months ended June 30, 2022 the Company had a contingent Earnout Liability of $7,679,984 due to the ~~reversal~~shareholders of ~~interest and penalties for Golock.~~Stage It if Stage It operations achieve certain operating milestones. This liability will be subject to quarterly analysis.

~~Table of Contents~~

~~NOTE 6 – PURCHASE LIABILITY~~

On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic. The purchase price for the acquisition was comprised of ~~$50,000~~$50,000 paid in cash, and a purchase liability of $300,000, for an aggregate purchase price of $350,000. The Company assigned $350,000 of the purchase price to intellectual property, of which $116,668 was amortized in 2018. As of December 31, 2018, the Company recorded an impairment charge of the remaining balance of $204,165. $300,000.

The purchase liability iswas payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign, and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration.

The Company has had no correspondence regarding this liability with Pledge Music who declared bankruptcy in 2019.

NOTE 710 – SHARES TO BE ISSUED

As of December 31, 2018, the Company had not yet issued 3,964,352 shares of common stock with a value of $243,839 for past services provided and for an acquisition. During the year ended December 31, 2019, the Company became obligated to issue an additional 240,000 shares of common, valued at $184, per the terms of a consulting agreement, and 1,000,000 shares of common stock valued at $3,500, as consideration for amending an existing convertible note. As of June 30, ~~2021,~~2022 and December 31, ~~2020~~2021 the ~~Company had not yet~~balances of shares to be issued ~~5,204,352 shares of common stock with a value of $247,707.~~

~~NOTE 8 – NOTES PAYABLE -PAST DUE~~

On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note was due within 10 business days of the Company receiving notice of the effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10-business day period shall constitute an Event of Default, as a result of which the note will become immediately duewere $1,038,469 and ~~payable, and the balance will bear interest at 7%~~$247,707. The Company’s Form S-1 was declared effective on March 8, 2016, and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%.

On April 30, 2019, the Company issued an unsecured Promissory Note in the principal amount of $25,000. The Note is due and payable on August 30, 2019, along with $5,000 worth of interest. The Promissory Note is past due, however, the maker of the Note has verbally agreed not to call a default.

Asbalance as of June 30, ~~2021,~~2022 is comprised of the ~~accrued interest expense on these two Notes amounted to $30,338.~~following

●

As of December 31, 2021 the Company had not yet issued 5,204,352 shares of common stock with a value of $247,707 for past services provided and for an acquisition in previous years.

●

During the six months ended June 30, 2022, pursuant to the acquisition of Stage It described throughout this Report, an additional 78,293,311 shares remain issuable to Stage It shareholders valued at $790,762.

NOTE 11 – NOTES PAYABLE

The ~~principal~~ balance of the Notes Payable outstanding ~~was $34,000 and $34,000~~ as of June 30, ~~2021,~~2022, and December 31, ~~2020, respectively~~2021, was $1,142,542 and ~~are past due.~~

~~NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES~~

~~Convertible notes payable consists of the following:~~

June 30,

December 31,

2021

2020

Various Convertible Notes (a)

$ 43,500

$ 43,500

Ylimit, LLC Convertible Notes (b)

492,528

1,336,208

Golock Capital, LLC Convertible Notes (c)

339,010

339,011

GSH Note (d)

165,000

0

Other Convertible Notes (e)

88,204

238,203

Convertible notes

$ 1,128,242

$ 1,956,922

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~~NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES (continued)~~

~~During the three months ended June 30, 2021 the Company converted major portions of its convertible debt to equity.~~$869,157, respectively. The ~~Company converted $1,162,800 in principal and $38,616 in accrued interest into 75,195,174 shares of common stock and incurred a loss of $80,227 upon conversion.~~

(a) In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The balance of the notes outstanding was $43,500 as of June 30, 2021 and December 31, 2020 of which $28,500 was due to related parties. As of June 30, 2021 these notes are convertible into 718,945 shares of common stock.

(b) On November 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory note dated May 9, 2016 along with subsequent amendment and fundings that followed. Under the terms of Ylimit Amendment One, Ylimit extended maturity date of all outstanding convertible debt due to them by the company, to a new maturity date of February 09, 2020. Ylimit received no consideration for this amendment.

By verbal agreement Ylimit increased the Company’s borrowing limits by $175,000 and extended this amount of additional funding to the Company during the last three months of 2019 bring the total convertible note balance due to YLimit to a total of $882,500 as December 31, 2019. All note discount related to Ylimit was fully amortizedbalances as of December 31, ~~2019.~~2021 were comprised of two notes amounting to $12,000 and an 8% note for $857,157 due to Ylimit payable on September 30, 2022. The two notes for $12,000 are past due an continue to accrue interest.

On February 9, 2020, the Company entered into another amendment with Ylimit (“Ylimit Amendment Two”) to further extend the maturity date of all of the Company’s outstanding debt to August 9, 2020 including the $175,000 that Ylimit funded in the fourth quarter of 2019. Ylimit received no consideration for the Ylimit Amendment Two.

~~On January 5, 2021 the Company entered into Amendment Three to extend the maturity of all notes until February 9, 2022. Ylimit received no consideration for Amendment Three.~~

During the six months ended June 30, 2021, Ylimit invested another $119,000 on terms comparable to recent fundings. As of June 30, 2021 based on a fixed conversion price of $0.001, Ylimit’s notes are convertible into 844,844,575 shares of common stock

~~(c) From September 1, 2017 to December 31, 2017,~~2022, the Company ~~issued convertible~~added $273,385 in note liabilities pursuant to the Stage It acquisition. These notes ~~to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The~~currently are not accruing interest.

NOTE 12 – CONVERTIBLE NOTES PAYABLE

Convertible notes ~~are convertible into shares~~payable consist of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggyback registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017.following:

Schedule of Convertible notes payable
	June 30, 2022		December 31, 2021
Various Convertible Notes	$	43,500		43,500
Golock Capital, LLC Convertible Notes (a)		339,011		339,011
Other Convertible Notes (b)		88,203		253,203
Total Convertible Notes	$	470,714		635,714

(a)

On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of $553,000 at the date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018.

On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of $553,000 at date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018.

~~Table of Contents~~

On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender ~~request~~requested conversion. During the year ending December 31, 2019, the Company issued new notes payable of ~~$53,331~~$53,331 and ~~$23,102~~$23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019, was ~~$339,010.~~$339,010. As of December 31, 2019, ~~$285,679~~$285,679 of these notes were past due. As of June 30, ~~2021~~2022 all of the Golock notes amounting to ~~$339,011~~$339,011 were past due.

As a result Golock has assessed the Company additional penalties and interest of ~~$1,172,782.~~$1,172,782. The Company disagrees with the accrued interest and penalties due to Golock. Initially, the Company recorded this amount as a liability on its balance during the period ended ~~March 31,~~ 2021. Subsequent during the three month period ended ~~June~~September 30, 2021, the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached.

(b)

During the year ended December 31, 2021, GHS Investments funded an 8%, $165,000 convertible promissory note maturing on November 16, 2021. This note was converted to equity during the three months ended June 30, 2022. As of June 30, 2022, $73,204 of these notes due to one lender are past due. This lender is associated with Golock and the Company is disputing the validity of this note.

(d) During the six months ended June 30, 2021, GHS Investments funded an 8%, $165,000 convertible promissory note maturing on November 16, 2021. The conversion price on the Note is fixed at.0171. The Company recorded a beneficial conversion feature of $106,765 upon the issuance of the Note and was immediately expensed in full.Summary

(e) As of December 31, 2017 the Company had an outstanding convertible note payable of $61,000. During the year ended December 31, 2018, the Company entered into additional notes of $369,250. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share.

As of June 30, 2021, $73,204 of these notes due to one lender are past due. This lender is associated with Golock and the Company is disputing the validity of this note. These notes are convertible into 16,981,339 shares of the Company’s common stock.

~~Summary~~

The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Consolidated Statement of Operations.

~~Table of Contents~~

NOTE 1013 – ~~DERIVATIVE LIABILITY~~STOCKHOLDERS’ DEFICIT

Common stock

The ~~FASB~~Company has ~~issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices~~authorized 2,000,000,000 shares of the Notes described in Note 6 were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in$0.0001 par value ~~reported in the statement of operations.~~common stock. As of June 30, ~~2021,~~2022, and December 31, ~~2020, the derivative liabilities~~2021, there were ~~valued using probability weighted option pricing models with the following assumptions:~~

6/30/21

12/31/20

Exercise Price

$
0.00595-0.007140

$
0.00015–0.00018

Stock Price

.0121

$ 0.0003

Risk-free interest rate

.06 %

.06 %
Expected volatility

204.20

236 %
Expected life (in years)

1.00

1.00

Expected dividend yield

0 %

0 %
Fair Value:

$ 0

$ 3,156,582

~~The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility~~1,474,486,186 and 1,411,799,497 shares of ~~its~~ common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the pastissued and ~~does not expect to pay dividends in the future.~~outstanding respectively.

As of June 30, 2021 and supported by a legal opinion which challenged the original transactions as void and advised the Company not to process any conversion notices from Golock , the Company stopped recording the derivative liability on the Golock convertible notes.Preferred Stock Series A

~~NOTE 11 – STOCKHOLDERS’ DEFICIT~~

On July 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which, 5,000,000 were designated as Series A Convertible Preferred Stock.

~~Common stock~~

~~The Company has authorized 2,000,000,000 shares of $0.0001 par value common stock.~~ As of June 30, ~~2021,~~2022 and ~~December 31, 2020 there were 1,286,690,336 and 1,211,495,162 shares of common stock issued and outstanding, respectively.~~

~~Preferred Stock Series A~~

~~As of June 30,~~ 2021 ~~and December 31, 2020,~~ the Company had 20,000,000 shares of ~~$0.0001~~$0.0001 par value preferred stock authorized and there were 4,250,579 ~~and 4,126,776~~ shares of Series A Preferred Stock issued and ~~outstanding, respectively.~~outstanding.

On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

~~Table of Contents~~

~~NOTE 11 – STOCKHOLDERS’ DEFICIT (continued)~~

~~Preferred Stock Series A (continued)~~

Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders shall be entitled to share among dividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A Preferred Stock have no liquidation or redemption preference rights but get treated as common stockholders on an as converted basis.

The Company believes that the issuance of the Series A Preferred Stock was exempt from the registration requirements under the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act in that said transaction did not involve a public solicitation and said restricted shares were issued to only a small number of employees and consultants with an ongoing relationship with the Company.

~~Warrants~~As of June 30, 2022, and December 31, 2021, there were 4,250,579 shares of Series A Preferred issued and outstanding.

~~No warrants were issued during~~Preferred Stock Series B

On January 3, 2022, the Company authorized and designated a class of 1,600 shares, par value $0.0001 of Series B Convertible Preferred Stock (“Series B Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series 5 Designation”).

During the three months ended March 31, 2022 the Company issued 1,535 restricted shares of Series B Preferred Stock to GHS Investments (“GHS”) in return for $1,500,000 (less $130,000 in fees) in financing provided to the Company.

Pursuant to the Series B Designation, each share of Series B Preferred Stock may be converted into $1,200 of common stock of the Company. In connection with the issuance of the Series B Preferred Stock, the Company recorded $42,000 in financing fees and a $300,000 expense for the beneficial conversion feature of Series B Preferred stock.

During the three months ended June 30, ~~2021.~~2022 the Company issued an additional 556 Series B Preferred Shares. 280 of these shares were issued for gross cash proceeds of $280,000. 10 of these shares were issued as a commitment fee, and 266 of these shares were issued to retire debt. In connection with these issuances the Company recorded $12,000 in financing fees, a beneficial conversion feature of $87,000 and a loss of $154,200 on the retirement of debt.

As of June 30, 2022, and December 31, 2021, there were 2,091and -0- shares of Series B Preferred outstanding, respectively.

Preferred Stock Series C

On May 25, 2022 the Company authorized and designated a class of 10,000 shares of Series C Preferred Stock, par value $0.0001. The holders of the Series C Preferred Stock shall have the right to cast one million (1,000,000) votes for each share held of record on all matters submitted to a vote of holders of the Company’s common stock.On the same date, the Company issued to each of Zach Bair, CEO & Chairman, Anthony Cardenas, CCO and Director, and Lou Mann, EVP and Director, 1,000 shares of this newly created Series C Preferred Stock for services rendered.These share which represented 3,000,000,000 (billion) votes was value at the trading price of the Company’s securities of $0.0051 on the date of Board of Director approval. As a result the Company recorded a non-cash charge of $15,300,000 on its Statement of Operation for the three months ended June 30, 2022.

As of June 30, 2022 and December 31, 2021, there were 3,000 and -0- shares of Series C Preferred Stock outstanding.

Warrants

In connection with the issuance of Series B Preferred Stock to the Company described in Note 14, the Company issued 133,689,840 warrants, with a five year life, at a strike price of $0.01122.

A summary of warrants is as follows:

Schedule of warrants
	Number of Warrants			Weighted Average Exercise
Balance outstanding, December 31, 2020		23,805,027			-
Warrants expired or forfeited		(8,004,708	)		-
Balance outstanding and exercisable, December 31, 2021		15,800,319		$	0.00475
Warrants granted during the six months ended June 30, 2022		215,467,618		$	0.00885	^(a)
Balance outstanding and exercisable, June 30, 2022		231,267,937			-

Number

Weighted

of

Average

Warrants

Exercise

Balance outstanding, December 31, 2018

8,004,708

0.014

Warrants granted

15,800,319

.00475

Warrants exercised

-

-

Warrants expired or forfeited

-

-

Balance outstanding, December 31, 2019

23,805,027

0.079

Warrants granted

-

-

Warrants exercised

-

-

Balance outstanding, December 31, 2020

23,805,027

0.079

Warrants expired or forfeited

(8,004,708 )

0

Balance outstanding and exercisable, June 30, 2021

15,800,319

$ 0.0079

(a)

The strike price is subject to adjustment based on the market price of the company’s stock price

Information relating to outstanding warrants on June 30, ~~2021,~~2022, summarized by exercise price, is as follows:

Outstanding and Exercisable

Weighted

Exercise Price Per

Average

Share

Shares

Life (Years)

Exercise Price

$ 0.004750

15,800,319

2.33

$ 0.00475

The weighted-average remaining contractual life of all warrants outstanding and exercisable on June 30, ~~2021~~2022 is ~~2.33~~approximately 4.39 years. The outstanding and exercisable warrants outstanding on June 30, ~~2021,~~2022, had no0 intrinsic value.

~~Table of Contents~~

NOTE 1214 – COMMITMENT AND CONTINGENCIES

Joint Venture Agreement – Music Reports, Inc.

On September 1, 2018, the Company entered into an initial joint venture (“JV”) agreement with Music Reports, Inc., (“MRI”). Music Reports (musicreports.com) will initially partner with VNUE to provide Performing Rights Organization (PRO) data to VNUE’s Soundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrate the automated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of June 30, ~~2021,~~2022, no net revenue was generated from the JV.

~~Litigation~~

~~None~~

Artist Agreement

On October 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm. The Artist Agreement is effective October 27, 2015, and has a term lasting as long as I Break Horses artist recordings are available via the VNUE Service. Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30% of the Net Income generated ~~thereby.~~thereby. As of June 30, ~~2021,~~2022, the Company had not earned any revenue under this agreement.

Litigation

~~NOTE 13 – SUBSEQUENT EVENTS~~Legal Matters

InDBW Investments, LLC et al

As disclosed in greater detail in the Company’s Form 10-Q, filed May 23, 2022, the Company remains in active litigation with DBW Investments, LLC (“DBW”) and Golock Capital, LLC (“Golock”). The remainder of this disclosure will address all material updates since the aforementioned Form 10-Q.

On May 6, 2022, the Company filed a motion for leave to amend its answer, affirmative defenses, and counterclaims. As of the date hereof, the Company’s motion is fully submitted to the Court, but no decision has been made.

On August 17, 2022, the Company was informed that the case was reassigned from Judge Vernon S. Broderick to Judge Denise L. Cote.

The Company remains committed to vigorously defending itself against DBW and Golock

LG Capital, LLC et al

On June 15, 2022, the Company commenced an action against LG Capital, LLC (“LG Capital”), Joseph Lerman (“Lerman”), Boruch Greenberg (“Greenberg”), and Daniel Gellman (“Gellman”) (LG, Lerman, Greenberg, and Gellman, together, the “LG Defendants”) in the U.S. District Court for the Eastern District of New York.

The Company’s complaint alleges that: (i) LG is an unregistered dealer acting in contravention of federal securities laws and, thus, the Company is entitled to rescission—pursuant to Section 29(b) of the Securities Exchange Act of 1934—of all unlawful securities transactions by and between the Company and LG, including the Convertible Promissory Note, dated October 23, 2018 (the “Note”), the Securities Purchase Agreement, dated October 23, 2018 (“SPA”), and all conversions made pursuant to the Note (“Conversions”); (ii) Lerman, Greenberg, and Gellman are liable to the Company as control persons of LG Capital for its violations of federal securities laws; (iii) LG Capital is a RICO enterprise, that Lerman, Greenberg, and Gellman are RICO culpable persons who controlled LG Capital, and the LG Defendants violated RICO by engaging in unlawful debt collection through the Note and Conversions; (iv) Lerman, Greenberg, and Gellman conspired to violate RICO through unlawful debt collection; (v) the LG Defendants have been unjustly enriched at the expense of the Company through the Note, SPA, and Conversions; and (vi) a constructive trust be imposed against the LG Defendants.

The LG Defendants are obligated to answer or otherwise respond to the Company’s complaint on or before August 30, 2022.

The Company remains committed to vigorously asserting its legal claims against the LG Defendants.

NOTE 15 – SUBSEQUENT EVENTS

On July ~~2021,~~14, 2022, the Company issued 1,772,076 shares related to the Stage IT transaction. Additionally the Company raised ~~$587,429 on its equity line~~net proceeds of ~~credit through~~$20,851 from the sale of ~~64,387,194~~8,987,647 shares ~~of its common stock at a price of approximately $0.00912 per share.~~to GHS Investments.

~~Table of Contents~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The statements in this quarterly report that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also, look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business. Some forward-looking statements that we may use include, without limitation, those statements that relate to:

• ●	Competition and market acceptance of our product,

●	•	Other risks and uncertainties related to the music industry and our business strategy and the impact of the Covid-19 pandemic on our operations,
•
●	Our ability to penetrate the market and continually innovate useful technologies,
•
●	Our ability to negotiate and enter into license agreements,
•
●	Our ability to raise capital, and
•
●	Our ability to protect our intellectual property ~~rights,~~ rights.

You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the United States Securities and Exchange Commission (“SEC”). We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

Presentation of Information

As used in this ~~annual~~quarterly report, the terms “we”, “us”, “our” and the “Company” mean VNUE, Inc. and its subsidiaries, unless the context requires otherwise.

All dollar amounts in this annual report refer to US dollars unless otherwise indicated.

~~Overview~~

Overview

We were incorporated as a Nevada corporation on April 4, 2006.

Impact of Current Coronavirus (COVID-19) Pandemic on the Company

Covid-19 has had a material adverse effect on our live recording business and the music industry in general. Substantially all of our future set.fm and DiscLive business is dependent on success of public events and gatherings. We believe that the vaccination efforts throughout the world are having a positive impact on the population that may enable more live music events to be held in the future which would be beneficial to our business, however, there can be no assurances on the timing of when this may occur or whether it will occur at all.

~~Table of Contents~~

Overview ~~of our Current Business~~

~~The live music and entertainment space is constantly searching for new monetization outlets. Music licensing and royalties~~Our Business

We are particular “hot button” issues in the industry. We believe that we have developed solutions that create new revenue streams, and simultaneously helps to protect the rights of the creators and will help ensure they are properly compensated. This befits not only artists, labels, publishers, and live venues but the fans as well.

~~Through VNUE, Inc., our wholly-owned subsidiary, we now carry on business as~~ a ~~live entertainment~~ music technology company that ~~offers a suite~~utilizes our platforms to record live concerts and then sell the content to consumers. We make content we record available to the set.fm platform, as well as our website, immediately after the show is finished. Our technology helps artists and record labels generate alternative income from the recorded content. We also offer high end collectible products such as CDs, USB drives and laminates, which feature our fully mixed and mastered live concert content.

Until the acquisition of products and services which monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radio stations, venues, restaurants, bars, and other stakeholders in music. OurStage It, described below, we had two ~~main product lines are:~~products:

·●

Set.fm™ / DiscLive Network™ - Our consumer app platform ~~that~~ allows ~~fans~~customers to download and purchase, via their individual mobile device, the concert they just ~~experienced instantly on their mobile device, and “instant”~~attended. There are also physical collectible products which are recorded and sold at shows ~~and~~as well as online through the ~~company’s~~Company’s exclusive partner DiscLive Network™,. The app itself is free to download, and allows for in app purchases regarding the ~~15-year pioneer in “instant live” recording.~~

content. (Currently, this is the only platform that generates any revenue for the Company.)

	●
	·	Soundstr™ - ~~Our technology which is~~ a comprehensive music identification and rights management Cloud platform that we are developing, when fully deployed, can accurately track and audit public performances of music, creating a more transparent ecosystem for general music licensing and associated royalty payments, ~~and~~which will help to ensure the correct stakeholders are ~~paid~~compensated through the use of our “big data” collection.

While Set.fm™ and Soundstr™ are proprietary marks of the Company, DiscLive, and its related marks and names are not owned by the Company and are owned orand utilized by RockHouse Live Media Productions, Inc. The Company has not filed any formal trademark applications relating to Set.fm™ with the United States US Patent and Trademark Office but has been using these marks openly since 2017 and claims common law rights to them.

The Company currently only generates revenue from Set.fm and from DiscLive by (a) recording the audio of live concerts and then selling the content “instantly” through its set.fm website, as well as the IOS Set.fm mobile application, and (b) selling content on physical products such as CDs, which are burned on-site where customers can purchase them. Our customers are fans of live music and the bands which we record.

Customers want to “take home” their experience of the concerts they attend. Our Company enters into agreement with certain bands and artists, and record labels if a particular artist under contract with the label. Our teams then follow that artist or band while they are on tour and record every show on that tour. Our Company uses its own recording and sound equipment while recording concerts.

As we partner with both artists and labels, we market our services on their websites, their social media platforms, their mailing lists, as well as our own websites and social networks. Furthermore, partnerships, with companies similar to Ticketmaster, allow us to market to customers when they buy tickets to see certain artists in concert.

On ~~Jan 9, 2020,~~February 13, 2022, the Company entered into an ~~agreement~~Agreement and Plan of Merger (the “Merger Agreement”) with ~~recording~~VNUE Acquisition Inc., a Delaware corporation and ~~performance artist, Matchbox Twenty, to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part~~wholly-owned subsidiary of the ~~deal,~~Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company agreed to ~~pay an advance~~acquire Stage It for $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly owned subsidiary of ~~$100,000 against sales,~~the Company (the “Merger”).

Pursuant to ~~Matchbox Twenty~~the Merger Agreement, each of Stage It’s outstanding shares (including common and ~~its affiliated companies, which was~~preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in ~~full~~cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in ~~installments,~~a Closing Payment Certificate to the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the ~~last installment~~actual number of ~~$40,000~~such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back for the purposes of satisfying certain contingent obligations of Stage It. Though the period ended March 31,, 2022 the Company has paid approximately $1,568,000 in purchase consideration and expenses related to the acquisition.

The Merger Agreement also allows for the issuance of earn out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months.

With the addition of Stage It (Stage It.com), VNUE will have the ability to livestream concerts and other events, adding to the pool of other live music focused technology services. Stage It is an established platform where concerts or other live events may be ticketed (just like an in-person event), and fans who pay for tickets may enjoy a performance or other engagement by watching digital video as it occurs on ~~March 4, 2020.~~their web browser. For example, an artist can create an event through the platform, and then, in advance, let their fans know they can purchase the ability to view the concerts on the Stage It platform. Fans then buy the ability to access these concerts, and at the designated time, the fan may then observe the live performance on Stage It.com.

Recent Developments

In late July, we announced that the Company is launching an aggressive campaign to deploy its Soundstr Music Recognition Technology in every bar, restaurant and hotel in Key West, FL, and has brought on local resources to have “boots on the ground” for the rollout.

Key West is one of the most sought-after vacation spots in the world, attracting around five million tourists per year by planes, boats (including cruise ships), and automobiles. It also boasts a large number of businesses that utilize music. In fact, the famed Duval Street is lined with no less than 143 bars – in less than two miles.

Interested businesses may receive the Soundstr Pulse devices for no cost whatsoever. Additionally, in the next several months, VNUE will be offering both playlist functionality – meaning clients will be able to play fully licensed music directly from Soundstr – as well as the ability to opt-in for advertising, which will help to offset licensing costs that businesses pay. One of the strongest points about Soundstr Pulse is that it does have high quality audio output capabilities (for use with advertising and for playlists), as well as Bluetooth beacon technology that will be leveraged for non-invasive advertising.

Also in late July, we announced the Company is partnering with Key West’s Barefoot Radio 104.9 and RockHouse Live Key West, in collaboration on a new music show centered around local artists and those artists who pass through the exotic and beautiful island on tour.

Live and Local at RockHouse Live Key West™ will air every Thursday night, starting September 1, 2022, from 8PM to 10PM, 100% live from RockHouse Live Key West’s exclusive Rock Room.

In addition to being carried on terrestrial radio by Barefoot 104.9, the show will also air on VNUE’s online and app-based radio station, VNUE Radio, and it will be professionally livestreamed on VNUE’s StageIt.com platform, both of which reach a global audience, and the latter with over a million subscribers. And it will also air on select screens at each of the other RockHouse Live locations, in Clearwater Beach, Oxford, MS, and Memphis, TN.

Two musical artists, which will range from solo artists to full bands, will be featured every week, and will each be interviewed on-site in the RockHouse Live Rock Room, in front of a live audience. Each artist will also take the stage, and during their performance, the radio station will play recordings by each of the featured artists, as well as other local artists who have submitted material for consideration.

~~Also as part~~Results of Operations for the transaction, Ticketmaster agreed to include the option for their customers to pre-purchase a double CD set at checkout, for a price to the customer of $25.00, resulting in a net payment to VNUE of approximately $20 after Ticketmaster’s feesthree and taxes. Additionally, Wonderful Union, the VIP package sales company utilized by Matchbox Twenty agreed to buy 5,000 digital download cards from VNUE for $7 each (to include in VIP packages that they send to fans) for $35,000, which has been paid full. As of May 11, 2020, Ticketmaster has paid via wire $40,378 toward the aforementioned pre-sales.six months ended June 30, 2022, and 2021

~~Table of Contents~~

The following discussion and analysis of our results of operations and financial condition for the three and six months ended June 30, ~~2021,~~2022, and ~~2020,~~2021, should be read in conjunction with our condensed consolidated financial statements and related notes included in this report.

~~Comparison~~Revenues

In the six months ended June 30, 2022, we had revenue of $134,691 compared to $6,581 for the six months ended June 30, 2021, representing an increase of $128,110. For the three months compared for each year, it represented an increase of $88,701. The increase in revenue is primarily attributable to the inclusion of Stage It revenues in the three and six months ended June 30, ~~2021, and 2020~~

~~Revenues~~

In2022 compared to zero during the ~~three months~~same periods ended June 30, ~~2021, we had revenue~~2021.

We expect that our revenues will increase in future quarters as a result of ~~$4,320 compared to $6,127~~the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for ~~the three months ended June 30, 2020, representing a decrease~~live performances, however, there can be no assurances.

Direct Costs of ~~$1,807.~~ Revenues

In the six months ended June 30, ~~2021,~~2022, we had direct costs of revenue of ~~$6,581~~$152,726 compared to ~~$18,186~~$66 for the six months ended June 30, ~~2020, representing a decrease of $11,605. The decrease in revenue is primarily attributable to the overall impact of COVID-19, preventing live concerts from taking place.~~

~~Direct Costs of Revenues~~

~~In the three months ended June 30,~~ 2021, ~~we had direct costs of revenue of $66 compared to $-0- for the three months ended June 30, 2020,~~ representing an increase of ~~$66. In~~$152,660. For the ~~six~~three months ~~ended June 30, 2021, we had direct~~compared for each year, it represented an increase of $112,147.

The increase in costs is attributable to Stage It. We expect to generate positive gross margins from higher sales volumes in the future, although there can be no assurances.

Operating Expenses

We incurred operating expenses in the amount of ~~revenue of $66 compared to $8,509~~$16,474,019 for the six months ended June 30, ~~2020, representing a decrease of $8,443. Due to~~2022, as compared with $334,913 for the ~~low volume of revenue, associated costs are not indicative of the costs and margins we expect to generate from higher sales volumes.~~

~~General and Administrative Expenses~~

~~In the three months~~same period ended June 30, 2021, ~~we had general and administrative~~primarily as a result of $15,300,000 representing the fair market value of the Series C Preferred Stock voting stock received as compensation by our management. We do not expense to have this expense in future quarters.

The balance of ~~$160,885 compared to $193,843~~our operating expenses for all periods consisted of the ~~three months ended June 30, 2020, representing a decrease of $32,958. In the six months ended June 30, 2021, we had the general and administrative expense of $334,913 compared to $370,031~~following for the six months ended June 30, ~~2020, representing a decrease~~2022 and 2021.

	Six Months Ended June 30,
	2022		2021
General and administrative expenses	$	120,311	$	31,354
Payroll expenses	$	246,830	$	132,750
Professional Fees	$	481,878	$	170,809
Amortization of intangible assets	$	325,000	$	—

The increase of ~~$35,118. There was a reduction~~$88,957 in our general and administrative expenses for the six months ended June 30, 2022 versus the same period ended 2021 is largely the result of ~~$30,970~~the inclusion of Stage It expenses in 2022 compared to $-0- in the prior year. We expect our general and ~~$22,244~~administrative expenses to increase in future quarters with our reporting obligations with the SEC and the increased expenses associated with increased activity with StageIt operations, which is expected for the balance of ~~legal~~the year.

The increase of $114,080 in our payroll expenses for the six months ended June 30, 2022 versus the same period ended 2021 is largely the result salaries, wages, benefits and other human resource related costs due to the acquisition of StageIt and the team to support additional growth.

We expect that our payroll will increase in future quarters as we take on more operations that require most human resources.

The increase of $311,069 in our professional fees for the ~~three-~~six months ended June 30, 2022 versus the same period ended 2021 is largely the result of the added cost of legal and ~~six-months ending~~accounting compliance in connection with the merger with StageIt and the increased costs associated with our newly acquired subsidiary.

We recorded amortization and intangible expense of $325,000 for the six months ended June 30, 2022 with none in the same period ended June 30, 2021 ~~and~~as a ~~reduction~~result of ~~$20,500 and $-0-~~the acquisition of officers compensation for the three- and six-months ending June 30, 2021. The decrease in general and administrative expense is primarily attributable to the overall impact of COVID-19, preventing live concerts from taking place.Stage It.

Other Income ~~(Expenses),~~/ Expenses, Net

We recorded other expense of $833,105 for the six months ended June 30, 2022, compared to other income ~~net~~ of $4,043,602 for the six months ended June 30, ~~2021, compared~~2021. Our other expenses in the 2022 period was mainly attributable to ~~other expense~~financing costs and a loss on the extinguishment of ~~$138,068 during the six month period ended June 30, 2021. The significant increase in~~debt. Our other income ~~net,~~ in the 2021 period was ~~primarily~~mainly attributable to a ~~reduction of $3,156,582~~change in the ~~Company’s~~fair market value of a derivative liability ~~related~~and from other income.

We expect to ~~convertible notes.~~incur other expenses in future quarters as a result of financing transactions.

Net Income (Loss)

As a result of the foregoing ~~revenues, direct costs~~we recorded a net loss available to common shareholders of ~~revenues, research and development expenses, general and administrative expenses, and other~~$17,408,143 for the six months ended June 30, 2022, compared with net income ~~(expenses), net, our net profit was~~available to common shareholders of $3,715,204 for the six months ended June 30, ~~2021, compared to a net loss for the six months ended June 30, 2020, of $498,422.~~2021.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through private offerings of our equity securities and loans.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the six months ended June 30, ~~2021,~~2022, the Company used cash in operations of ~~$334,450,~~$557,538, and as of June 30, ~~2021,~~2022, had a stockholders’ deficit of ~~$3,139,030~~$31,243,437 and negative working capital of ~~$3,139,030.~~$ 14,433,505. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The ~~Company does not have any commitments for additional capital. The~~ financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On June 30, ~~2021,~~2022, the Company had cash on hand of ~~$4,008..~~ $31,659, as compared with cash on hand of $36,958 as of December 31, 2021.

More recently, the Company has been relying on issuances of its preferred stock and its equity line of credit with GHS Investments, LLC (“GHS”), described below, to fund its operations. All other financial commitments have been terminated and we are looking for new opportunities to fund the Company to supplement our preferred stock and credit line funding. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.

On January 3, 2022 and on April 19, 2022, the Company executed Securities Purchase Agreements with GHS whereby GHS agreed to purchase, in tranches, shares of our Series B Convertible Preferred Stock. The Company been able to raise $1,750,000 from the sale of 1,795 shares of Series B Convertible Preferred Stock with 100% warrant coverage.

On June ~~22, 2021,~~3, 2022, the Company entered into an Exchange Agreement with GHS, whereby GHS agreed to purchase 266 shares of the Company’s Series B Convertible Preferred Stock in exchange for retiring two convertible promissory notes held in our Company with principal and accrued but unpaid interest of $267,194. This reduced the debt in our Company by the same amount.

On June 29, 2022, the Company entered a Securities Purchase Agreement ~~(the “SPA”)~~ with GHS Investments, LLC ~~(the “Purchaser”~~(“GHS”), dated June 22, 2022, whereby GHS agreed to purchase, $30,000 of the Company’s Series B Convertible Preferred Stock in exchange for 32 shares of Series B Convertible Preferred Stock with 100% warrant coverage.

The Company has agreed to register the shares of common stock underlying the 2,093 shares of Series B Preferred Stock and 203,467,618 shares of common stock underlying warrants. GHS has agreed to a ~~Nevada limited liability company, pursuant~~one time waiver of the registration requirement for these shares of common stock, provided that we increase our authorized common stock and register the common shares at a later date when enough authorized stock is available for such purpose.

On August 8, 2022, we filed an amendment to ~~which~~our Articles of Incorporation to increase our authorized shares of common stock from 2,000,000,000 to 4,000,000,000 shares with par value remaining at $0.0001 per share. There was no change to the number of our authorized preferred stock.

We filed the amendment, after approval of our board and shareholders, to reserve sufficient shares of our common stock for issuance upon conversion or exercise of our outstanding debt and equity securities and to provide us with greater flexibility for future financings and potential acquisitions. As a result of the amendment, we are now able to supply shares of common stock to update our reserve commitments and we are now able to utilize the equity line that we recently entered into with GHS.

Also on June 6, 2022, the Company ~~will~~entered into an Equity Financing Agreement (“Financing Agreement”) and Registration Rights Agreement (“Registration Agreement”) with GHS. Under the terms of the Financing Agreement, GHS agreed to provide the Company with up to $10,000,000 upon effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission.

Following effectiveness of the registration statement, the Company shall have the ~~right~~discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, in an amount equaling less than ten thousand dollars ($10,000) or greater than five hundred thousand dollars ($500,000). Pursuant to the Equity Financing Agreement, GHS and its ~~sole discretion for~~affiliates will not be permitted to purchase and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Financing Agreement). Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the Purchase price shall mean ninety percent (90%) of the Market Price, subject to a ~~period~~floor of ~~one year from~~$.0001 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $10,000,000 worth of common stock under the terms of the Equity Financing Agreement.

Additionally, concurrently with the execution of definitive agreements, the Company has issued to GHS 29,069,768 commitment shares that were not issued prior by the Company, but have now been issued that the amendment to increase the Company’s authorized common stock has been filed.

The Registration Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the ~~SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments.~~ registration rights Agreement; and (ii) have the registration statement declared effective by the Commission within 30 days after the date the registration statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed.

The ~~transaction is considered an Equity Line of Credit (“ELOC”)~~Company has filed the registration statement as required by the Registration Agreement.

~~In July 2021,~~During the three months ended June 30, 2022, the Company ~~raised $587,429 on its~~did not utilize equity line of credit ~~through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. As result management estimates that the current funds~~and currently does not have enough cash on hand to operate longer than the next two months unless it is able to utilize its Financing Agreement.

Notwithstanding, given the volume limitations imposed by the Financing Agreement, where we may not put shares over 200% of the Company’s average trading volume, with a maximum amount of $500,000 per put, the Company is currently looking for other opportunities to fund the Company to supplement its credit line. No assurance can be given that any future financing will be ~~sufficient~~available or, if available, that it will be on terms that are satisfactory to ~~continue~~the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, ~~through~~in the ~~next 12 months.~~case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.

~~Table of Contents~~

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which were prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations. (See Note 1 - Significant and Critical Accounting Policies and Practices in the Company’s Form 10-K for the period ended December 31, ~~2020~~2021 filed with the SEC on April ~~8, 2021.~~15, 2022.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to 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 the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used to determine the value of the derivative liabilities, the valuation allowance for the deferred tax asset, and the accruals for potential liabilities.

~~Table of Contents~~

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then-current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Recent Accounting Pronouncements

See Note 2 of the Condensed Consolidated Financial Statement herein for management’s discussion of recent accounting pronouncements.

Selected Financial Data

Not applicable.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Not applicable.

~~Table of Contents~~

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, ~~2021.~~2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Based on that evaluation, and the material weaknesses outlined below under Internal Control Over Financial Reporting, our principal executive officer and principal accounting officer concluded, as of the end of the period covered by this annual report, that, due to weaknesses in our internal controls described below, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the periods specified in the SEC’s rules and forms, and that such information may not be accumulated and communicated to our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosures.

b) Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, ~~2021,~~2022, the Company determined that there were deficiencies that constituted material weaknesses, as described below.

1.	Lack of proper segregation of duties due to limited personnel.

2.	Lack of a formal review process that includes multiple levels of review.

3.	Lack of adequate policies and procedures for accounting for financial transactions.

4.	Lack of independent board member(s)

5.	Lack of independent audit committee

Management is currently evaluating remediation plans for the above control deficiencies.

c) Changes in Internal Controls over Financial Reporting

During the fiscal quarter ended June 30, ~~2021,~~2022, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

d) Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

~~Table of Contents~~

PART II

- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During the three months ended June 30, 2021,~~Please see section titled “Liquidity and Capital Resources” above for unregistered sales of equity issuances.

In August 2022, the Company ~~converted major portions of its convertible debt to equity. The Company converted $1,162,800 in principal and $38,616 in accrued interest into 75,195,174~~issued 29,069,768 shares of common ~~stock.~~stock to GHS under the Financing Agreement as commitment shares.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended June 30, ~~2021.~~2022.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

There is no other information required to be disclosed under this item which was not previously disclosed.

~~Table of Contents~~

ITEM 6. EXHIBITS

Exhibits

Exhibit

Number

Description of Exhibits

31.1*

Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

32.1*

Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* 104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

~~___________~~

*	Filed herein

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant	VNUE, Inc.

Date: August ~~16, 2021~~ 19, 2022	By:	/s/ Zach Bair
		Zach Bair
			Chief Executive Officer (Principal Executive Officer and Principal Accounting Officer)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

			PAGE
PART I - FINANCIAL INFORMATION		1


Item 1.	~~Condensed~~ Consolidated Financial Statements ~~(Unaudited)~~(unaudited)	3	1
	~~Condensed~~ Consolidated Balance Sheets as of June 30, ~~2021 (unaudited)~~2022 and December 31, ~~2020~~2021 (unaudited)	3	2
	~~Condensed~~ Consolidated Statements of Operations for the three and six months ended June 30, 2022, and 2021 ~~and 2020~~ (unaudited)	4	3
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 ~~and 2020~~ (unaudited)	5	4
	~~Unaudited~~ Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022, and 2021 ~~and 2020~~ (unaudited)	6	5
	Notes to ~~Condensed~~ Consolidated Financial Statements (unaudited)	7	6
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21	24
Item 4.	Controls and Procedures	22	24

PART II - OTHER INFORMATION			26

Item 1.	Legal Proceedings	23	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23	26
Item 3.	Defaults Upon Senior Securities	23	26
Item 4.	Mining Safety Disclosures	23	26
Item 5	Other information	23	26
Item 6.	Exhibits	24	26

SIGNATURES		25 27

	June 30,			December 31,
	2021			2020
	(Unaudited)

Assets
Current assets:
Cash	$	4,008		$	4,458
Prepaid expenses		100,000			100,000
Total current assets		104,008			104,458
Total assets	$	104,008		$	104,458

Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	1,219,894		$	2,372,072
Shares to be issued		247,707			247,707
Accrued payroll-officers		238,250			209,750
Advances from former officer		720			720
Notes payable		34,000			34,000
Deferred revenue		74,225			74,225
Convertible notes payable, net		1,128,242			1,956,922
Purchase liability		300,000			300,000
Derivative liability		0			3,156,582
Total current liabilities		3,243,038			8,351,979
Total liabilities		3,243,038			8,351,979

Commitments and Contingencies

Stockholders' Deficit

Preferred stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 issued and outstanding as of June 30, 2021, and December 31, 2020		425			413
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,286,690,336 and 1,211,495,162 shares issued and outstanding, as of June 30, 2021, and December 31, 2020, respectively		128,669			121,149
Additional paid-in capital		9,772,348			8,386,593
Accumulated deficit		(13,040,472	)		(16,755,676	)
Total stockholders' deficit		(3,139,030	)		(8,247,521	)
Total Liabilities and Stockholders' Deficit	$	104,008		$	104,458

VNUE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2021			2020			2021			2020

Revenues - related party	$	4,320		$	6,127		$	6,581		$	18,186
Direct costs of revenue		66			0			66			8,509
Gross margin (loss)		4,254			6,127			6,515			9,677
Operating expenses:
General and administrative		160,885			193,843			334,913			370,031
Total costs and expenses		160,885			193,843			334,913			370,031
Operating loss		(156,631	)		(187,716	)		(328,398	)		(360,354	)
Other income (expense), net
Change in fair value of derivative liability		812,349			396,924			3,156,582			106,062
Other income		1,172,782			0			1,172,782			0
Loss on the extinguishment of debt		(80,227	)		0			(80,227	)		(72,709	)
Financing costs		(24,169	)		(68,073	)		(205,535	)		(171,421	)
Other income (expense), net		1,880,735			328,851			4,043,602			(138,068	)
Net income (loss)	$	1,724,104		$	141,135		$	3,715,204		$	(498,422	)

Net loss per common share - basic and diluted	$	0.00		$	0.00		$	0.00		$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		1,243,610,132			1,149,756,152			1,227,641,362			1,089,508,097

The accompanying notes are an integral part of these consolidated financial statements.

VNUE, INC.
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

					Par value$0.001				Additional
	Preferred Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2019		4,126,776	$	413		770,883,602	$	77,088	$	8,099,346		(12,201,899	)		(4,025,052	)

Shares issued on conversion of notes payable						378,872,550		37,887		83,421					121,308

Net (loss)												(639,557	)		(639,557	)

Balance, March 31, 2020		4,126,776	$	413		1,149,756,152	$	114,975	$	8,182,767	$	(12,841,456	)	$	(4,543,301	)

Net income												141,135			141,135

Balance, June 30, 2020		4,126,776	$	413		1,149,756,152	$	114,975	$	8,182,767	$	(12,700,321	)	$	(4,402,166	)

					Par value $0.001				Additional
	Preferred Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2020		4,126,776	$	413		1,211,495,162	$	121,149	$	8,386,593	$	(16,755,676	)	$	(8,247,521	)

Net income												1,991,101			1,991,101

Beneficial conversion feature of convertible notes										111,765					111,765

Balance, March 31, 2021		4,126,776	$	413		1,211,495,162	$	121,149	$	8,498,358	$	(14,764,575	)	$	(6,144,656	)

Shares issued upon conversion of convertible notes payable		123,803		12		75,195,174		7,520		1,273,991					1,281,523

Net income												1,724,104			1,724,104

Balance, June 30, 2021		4,250,579	$	425		1,286,690,336	$	128,669	$	9,772,348	$	(13,040,472	)	$	(3,139,030	)

The accompanying notes are an integral part of these consolidated financial statements.

VNUE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the six months ended
	June 30,
	2021			2020
Cash Flows From Operating Activities:
Net income (loss)	$	3,715,204		$	(498,422	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities

Change in the fair value of derivatives		(3,156,582	)		(106,062	)
Derivative value considered financing costs		0			48,599
Loss on the extinguishment of debt		80,227			72,709
Amortization of debt discount		111,765			69,669
Changes in operating assets and liabilities
Prepaid expenses					(100,000	)
Accounts payable and accrued interest		(1,113,564	)		72,551
Deferred revenue		0			74,225
Accrued payroll officers		28,500			91,250
Net cash used in operating activities		(334,450	)		(275,481	)

Cash Flows From Investing Activities:		0			0

Cash Flows From Financing Activities:
Payoff of convertible note		0			(53,000	)
Proceeds from the issuance of convertible notes		334,000			284,708
Net cash provided by investing activities		334,000			231,708

Net Decrease In Cash		(450	)		(43,773	)
Cash At The Beginning Of The Period		4,458			52,096
Cash At The End Of The Period	$	4,008		$	8,323

Supplemental disclosure of cash flow information:
Cash paid for interest	$	0		$	0
Cash paid for income taxes	$	0		$	0

Supplemental disclosure of non-cash information:
Common shares issued upon conversion of notes payable and accrued interest	$	1,281,523		$	121,308

The accompanying notes are an integral part of these consolidated financial statements.

	6/30/21			12/31/20

Exercise Price	$	0.00595-0.007140		$	0.00015–0.00018
Stock Price		.0121		$	0.0003
Risk-free interest rate		.06	%		.06	%
Expected volatility		204.20			236	%
Expected life (in years)		1.00			1.00
Expected dividend yield		0	%		0	%
Fair Value:	$	0		$	3,156,582

	Number			Weighted
	of			Average
	Warrants			Exercise
Balance outstanding, December 31, 2018		8,004,708			0.014
Warrants granted		15,800,319			.00475
Warrants exercised		-			-
Warrants expired or forfeited		-			-
Balance outstanding, December 31, 2019		23,805,027			0.079
Warrants granted		-			-
Warrants exercised		-			-
Balance outstanding, December 31, 2020		23,805,027			0.079
Warrants expired or forfeited		(8,004,708	)		0
Balance outstanding and exercisable, June 30, 2021		15,800,319		$	0.0079

		Outstanding and Exercisable
						Weighted
Exercise Price Per						Average
Share		Shares		Life (Years)		Exercise Price

$	0.004750		15,800,319		2.33	$	0.00475