Prospectus Summary

This Prospectus contains forward-looking statements that involve risks

The following summary is not complete and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Prospectus.

Alldoes not contain all of the referencesinformation that may be important to you.  You should read the entire prospectus before making an investment decision to purchase our common shares.  All dollar amounts in this Prospectus are in USrefer to United States dollars unless otherwise noted.indicated.

Our Business

We were incorporatedThrough VNUE, Inc., our wholly owned subsidiary, we now carry on business as a Nevadalive entertainment music service company on April 4, 2006. We have been engaged inwhich brings bands and fans together by capturing professional quality audio and video recordings of live performances and delivers the acquisitionexperience of a venue to your home and exploration of mineral properties since our inception. We have two wholly owned subsidiaries, Hyde Park Uranium Inc., a Colorado corporation through which we have acquired mineral claims in Colorado, and Alpha Beta Uranium Inc., a Colorado corporation through which we have acquired additional mineral claims in Colorado. Our common stock became eligible for trading on the OTC Bulletin Board on May 8, 2007 under the ticker symbol“BUKX.OB”.

We have had no revenues since our inception. Our principal offices are located at 1978 Vine Street, Suite 502, Vancouver, British Columbia, Canada, V6K 4S1. Our telephone number is (604) 737 0203. Our fiscal year end is May 31.hand.

2By streamlining the processes of curation, clearing, capturing, distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE captures content through its Front of House mobile application and provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing an artist to seamlessly deliver and sell their live performances directly to the fans who attend their shows. 

While VNUE is primarily being used in live music venues, we are also branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professional demonstrations and panel discussions, as well as action sports and much more.

We are a start up mineral exploration company.development stage company to date we have received minimal revenues from our operations.  VNUE, Inc., our wholly owned subsidiary, only recently commenced operations and we have primarily undertaken only organizational activities and software application development.  Our current mineral and land interests are as follows:

Our specific exploration plan for the mineral property, together with information regarding the location and accessibility, geology, age and structure of the mineral property, and general considerations related to uranium mineralization, is presented in this Prospectus under the heading “Description of Property”.

Our most advanced projects are at the exploration stage and there is no assurance that any of our mining claims contain a commercially viable ore body. We plan to undertake further exploration of our properties. We anticipate that we will require additional financing in order to pursue full exploration of these claims. We do notindependent auditors have sufficient financing to undertake full exploration of our mineral claims at present and there is no assurance that we will be able to obtain the necessary financing.

There is no assurance that a commercially viable mineral deposit exists on any of our mineral properties. Further exploration beyond the scope of our planned exploration activities will be required before a final evaluationraised substantial doubts as to the economic feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties.

We have no revenues, have achieved losses since inception, have been issuedability to continue as a going concern opinion by our auditors and rely uponwithout significant additional financing.  Accordingly, for the sale of our securities to fund operations. We will not generate revenues even if our exploration program indicates that a mineral deposit may exist on our mineral claims. Accordingly,foreseeable future, we will continue to be dependent on future additional financing in order to maintain our operations and continue with our explorationdevelopment activities.

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We were incorporated under the laws of the State of Nevada effective April 4, 2006.  Our principal offices are located at 104 W. 29th Street, 11th Floor, New York, NY 10001.  Our telephone number is 857-777-6190.

ABOUT THIS OFFERING

This offering relates to the resale of up to an aggregate of $5,000,000 in put shares (“Put Shares”) that we may put to Tarpon pursuant to the Equity Purchase Agreement.  Assuming the resale of all 50,000,000 shares offered in this prospectus as Put Shares, this would constitute approximately 7.24% of our outstanding common stock.  It is likely that the number of shares offered in this registration statement is insufficient to allow us to receive the full amount of proceeds under the Equity Purchase Agreement.

At the closing price of our common stock as reported on OTCMarkets on January 8, 2016 of $0.04 per share, we will be able to receive up to $2,000,000 in gross proceeds, assuming the sale of the entire 50,000,000 Put Shares being registered hereunder pursuant to the Equity Purchase Agreement.  We would be required to register 75,000,000 additional shares to obtain the remaining balance of $3,000,000 under the Equity Purchase Agreement at the closing price of our common stock as reported on OTCMarkets on January 8, 2016 of $0.04 per share.

We currently do not have enough authorized but unissued shares of common stock to issue the additional 132,000,000 shares required to obtain the remaining balance of $4,000,000 under the Equity Purchase Agreement, and would evaluate a subsequent registration statement based upon the then current closing price and the total issued and outstanding at that time.

The amount of $5,000,000 was selected based on our potential use of funds over the effective time period to enable us to complete development of the VNUE Platform.  Our ability to receive the full amount is largely dependent on the daily dollar volume of stock traded during the effective period.  Based strictly on the current daily trading dollar volume up to January 2016, we believe it is unlikely that we will be able to receive the entire $5,000,000.  

On June 15, 2015, we entered into the Equity Purchase Agreement with Tarpon pursuant to which, we have the right, for a two year period, commencing on the date of the Equity Purchase Agreement (but not before the date which the SEC first declares effective this registration statement) (the “Commitment Period”), of which this prospectus forms a part, registering the resale of the Put Shares by Tarpon, to resell the Put Shares purchased by Tarpon under the Equity Purchase Agreement. As a condition for the execution of the Equity Purchase Agreement, we issued Tarpon a promissory note in the principal amount of $50,000, maturing on December 31, 2015, as a commitment fee.

In order to sell shares to Tarpon under the Equity Purchase Agreement, during the Commitment Period, the Company must deliver to Tarpon a written put notice on any trading day (the “Put Date”), setting forth the dollar amount to be invested by Tarpon (the “Put Notice”).  For each share of our common stock purchased under the Equity Purchase Agreement, Tarpon will pay 90 percent of the lowest closing bid price (“Closing Price”) of any trading day during the ten (10) trading days immediately following the date on which we have deposited an estimated amount of Put Shares to Tarpon’s brokerage account in the manner provided by the Equity Purchase Agreement (the “Valuation Period”).  We may, at our sole discretion, issue a Put Notice to Tarpon and Tarpon will then be irrevocably bound to acquire such shares.

The Equity Purchase Agreement provides that the number of Put Shares to be sold to Tarpon shall not exceed the number of shares that when aggregated together with all other shares of our common stock which Tarpon is deemed to beneficially own, would result in Tarpon owning more than 9.99% of our outstanding common stock.

In the event that during a Valuation Period for any Put Notice, the Closing Price on any trading day falls to a price equal to seventy-five percent (75%) of the average of the closing trading prices for the ten (10) trading days immediately preceding the date of the Company’s Put Notice (a “Low Bid Price”), then for each such trading day the parties shall have no right to sell and shall be under no obligation to purchase one-tenth of the Investment Amount specified in the Put Notice , and the Investment Amount shall accordingly be deemed reduced by such amount. In the event that during a Valuation Period the Closing Price falls below the Floor Price for any three (3) trading days, not necessarily consecutive, then the balance of each party’s rights and obligations to purchase and sell the investment amount under such Put Notice shall terminate on such second trading day (the “Termination Date”).  The put amount shall be adjusted to include only one-tenth (1/10) of the initial Investment Amount for each trading day during the Valuation Period prior to the Termination Date that the Bid Price equals or exceeds the Low Bid Price.  

If, during any Valuation Period, we (i) subdivide or combine our common stock; (ii) pay a dividend in shares of common stock or makes any other distribution of shares of common stock; (iii) issue any options or other rights to subscribe for or purchase shares of common stock and the price per share is less than closing price in effect immediately prior to such issuance; (iv) issue any securities convertible into shares of common stock and the consideration per share for which shares of common stock may at any time thereafter be issuable pursuant to the terms of such convertible securities shall be less that the closing price in effect immediately prior to such issuance; (v) issue shares of common stock otherwise than as provided in the foregoing subsections (i) through (iv) at a price per share less than the closing price in effect immediately prior to such issuance, or without consideration; or (vi) make a distribution of its assets or evidences of its indebtedness to the holders of common stock as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law (collectively, a “Valuation Event”), then a new Valuation Period shall begin on the trading day immediately after the occurrence of such Valuation Event and end on the fifth trading day thereafter.

We are relying on an exemption from the registration requirements of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.  The transaction does involve a private offering, Tarpon is an “accredited investor” and/or qualified institutional buyer and Tarpon has access to information about us and its investment.

Assuming the sale of the entire $5,000,000 in Put Shares being registered hereunder pursuant to the Equity Purchase Agreement, we will be able to receive $5,000,000 in gross proceeds.  Neither the Equity Purchase Agreement nor any rights or obligations of the parties under the Equity Purchase Agreement may be assigned by either party to any other person.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the Equity Purchase Agreement.  These risks include dilution of stockholders, significant decline in our stock price and our inability to draw sufficient funds when needed.

Tarpon will periodically purchase our common stock under the Equity Purchase Agreement and will, in turn, sell such shares to investors in the market at the market price.  This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Tarpon to raise the same amount of funds, as our stock price declines.

The Offering

The 6,200,000 common shares we are registering represent approximately 14% of our issued and outstanding stock (assuming the 1,000,000 common shares underlying options being registered are issued).

Past Transactions With Tarpon Bay Partners, LLC

We have not done any transactions with Tarpon Bay Partners, LLC or its affiliates.

Capital Requirements

Analysis of our business acquisition and operations cost indicate a requirement of US $5,000,000 or more.  Based on market response to our products, services, and technologies, it is management’s opinion that we will require additional funding.

Financial Summary InformationRisk Factors

All of the references to currency in this Prospectus are to US Dollars, unless otherwise noted. The following table sets forth selected financial information, which should be read in conjunction with the information set forth under "Management’s Discussion and Analysis" and our Financial Statements and related notes included elsewhere in this Prospectus.

Please consider the following risk factors before deciding to invest in our common stock.

This offering and anyAn investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and all of the other information contained in this Prospectusprospectus before deciding whether to purchaseinvesting in our common stock.  If any of the following risks actuallyoccur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR COMPANY

An investment in our common stock involves a high degree of risk.  You should carefully consider the following risk factors and the other information in this registration statement before investing in our common stock.  Our business and results of operations could be seriously harmed by any of the following risks.  The risks set out below are not the only risks we face.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.  If any of the following events occur, our business, financial condition and results of operations could be harmed. Thematerially adversely affected.  In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

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Risks Related to Our Operating Results and Business

1. There is substantial doubt as to whether we will continue operations. If we discontinue operations, you could lose your investment.

Changes in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results of operations.

Because our customers are consumers, we, together with the rest of the music industry, depend upon consumer discretionary spending. The following factors raise substantial doubt regardingrecent recession, coupled with high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit and reduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and may continue to repress consumer confidence and discretionary spending for the abilitynear term. 

Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results of operations.

We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue as a going concern: (i) the losses we incurred since our inception; (ii) our lack of operating revenues as at November 30, 2007; and (iii) our dependence on sale of equity securities and receipt of capital from outside sources to continue in operation. We anticipate that we will incur increased expenses without realizing enough revenues. We therefore expect to incur significant lossesbe successful in the foreseeable future. The financial statements do not include any adjustmentsAny incident that might result from the uncertainty abouterodes consumer affinity for our ability to continuebrand could significantly reduce its value and damage our business. If customers perceive or experience a reduction in quality, or in any way believe we are unablefailed to obtain additional financing from outside sourcesdeliver a consistently positive experience, our brand value could suffer and eventually produce enough revenues, weour business may be forced to sell our assets, curtail or cease our operations. If this happens, you could lose all or part of your investment.adversely affected.

2. Because we are in the preliminary stage of exploration on our mineral claims, we face a high risk of business failure and this could result in a total loss of your investment.

We are in the preliminary stage of exploration of our mineral claim, and thus have no way to evaluate the likelihood of whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities acquiring interests in a mineral claim, preparing a plan of exploration and preliminary drilling. We have not earned any revenues and have not achieved profitability as of the date of this Prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates . We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment in this offering.

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3. If our costs of exploration are greater than anticipated, then we willmight not be able to completemarket our planned explorationproducts.

We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brand awareness programs and guest initiatives to attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we are able to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should our mineral claim without additional financing,advertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of which there isoperations and financial condition.

Our business operations and future development could be significantly disrupted if we lose key members of our management team.

The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, and certain of our other senior executive officers. We currently do not have an employment agreement in place with our CEO or CFO. The loss of the services of our CEO, senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no assurancereason to believe that we would be ablewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due to obtain. Thistheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.

Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could prevent us from achieving revenues.negatively impact our profitability.

We estimate that over the next 12 months (beginning March 2008) we will spend approximately $7,329,000 in carrying outbelieve our business plan.insurance coverage is customary for businesses of our size and type. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies, unanticipated problems in completing the exploration program and delays experienced in completing the exploration program. Increases in exploration costs could result in us not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event. This could prevent us from achieving revenues.

4. Becauseare types of the inherent dangers involved in mineral exploration, there is a risk thatlosses we may incur liabilitythat cannot be insured against or damages asthat we conductbelieve are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business which could cause us to liquidate our assets and go outresults of business.

The search for valuable minerals involves numerous hazards.operations. In addition, the coursecost of carrying out exploration of our mineral claim, we may become subject toworkers’ compensation insurance, general liability for such hazards, including pollution, cave-ins, lost circulations, stuck drill steel, adverse weather precluding drill site accessinsurance and other hazards against which we cannot insure or against which we may elect not to insure. . There are also physical risks to the exploration personnel working in poor climate conditions. We currently have no suchdirectors’ and officers’ liability insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common shares.

5. If we discover commercial reserves of precious metalsfluctuates based on our mineral property, wehistorical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and are expected to continue to increase. These increases, as well as recently-enacted federal legislation requiring employers to provide specified levels of health insurance to all employees, could have a negative impact on our profitability, and there can providebe no assurance that we will be able to successfully advanceoffset the mineral claims into commercial production. If we cannot commence commercial production, we may not be ableeffect of such increases with plan modifications and cost control measures, additional operating efficiencies or the pass-through of such increased costs to achieve revenues.our customers.

Our mineral properties do not contain any proven commercially viable bodies of ore. If our exploration programs are successful in establishing ore of commercial tonnage and grade on any of our mineral claims, we will require additional funds in order to advance the mineral claims into commercial production. In such an event, we may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible. If we don't raise enough money for production, we will have to delay production or go out of business.

We may not be able to achieve any revenues,adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.

Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks and other proprietary intellectual property, including our names and logo and the unique appearance of our website and applications (“Apps”). We plan to register a number of our trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in the loss of your investmentbrand recognition, and could require us to devote resources to advertising and marketing new brands.

If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our common stock.

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6. As we undertake explorationintellectual property, the value of our mineral claims, we willbrands may be subject to compliance with comprehensive government regulation that may increase the anticipated time and cost of our exploration program,harmed, which could increase our expenses.

We will be subject to the mining laws and regulations as contained in the United States as we carry out our exploration program. Exploration and exploitation activities are subject to all federal, state, and local laws, regulations and policies of the United States, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to federal, provincial, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental and other legal standards imposed by federal, provincial, or local authorities may be changed and any such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have a material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally,our business and might prevent our brands from achieving or maintaining market acceptance. We may also face the risk of claims that we mayhave infringed third parties’ intellectual property rights. If third parties claim that we infringe upon their intellectual property rights, our operating profits could be subjectadversely affected. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to liability for pollutiondefend, require us to rebrand our services, if feasible, divert management’s attention and resources or other environmental damages which werequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not be able to or elect not to insure against due to prohibitive premium costs and other reasons.

While our planned exploration program budgets for regulatory compliance, there is a risk that our mineral exploration and mining activities may be adversely affected in varying degrees by changing governmental regulations relating to the mining industry. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect our ability to carry on our business.

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7. As we face intense competition in the mineral exploration and exploitation industry, we will have to compete with our competitors for financing and for qualified managerial, technical employees and geologists. Our inability to retain qualified people could cause us to cease operations.

Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete. Our competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. Numerous companies headquartered in the United States, Canada and elsewhere throughout the world compete for properties on a global basis. We are an insignificant participant in the mining industry due to our limited financial and personnel resources. As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may be unable to attract the necessary investment capital to fully explore and if warranted, develop our properties and unable to acquire other desirable properties.

We may also have to compete with the other mining companies in the recruitment and retention of qualified managerial, technical employees, geologists and other personnel. If we are unable to successfully compete for qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.

8. We indemnify our director against liabilityavailable to us andon acceptable terms or at all. A successful claim of infringement against us could result in our stockholders, andbeing required to pay significant damages, enter into costly license or royalty agreements, or stop the costs of this indemnification could negatively affect our operating results.

Our Bylaws allow for the indemnification of officers and directors in regard to their carrying out the duties of their offices. The Bylaws also allow for reimbursementsale of certain legal defenses. As to indemnification for liabilities arising under the Securities Act for directors, officersproducts or persons controlling us, we have been informed that in the opinionservices, any of the SEC such indemnification is against public policy and unenforceable. Since our director and officer is aware that he may be indemnified for carrying out the duties of their offices, he may be less motivated to ensure that meet the standards required by law to properly carry out their duties, which could have a negative impact on our operating results. Also, if any directorprofits and harm our future prospects.

Information technology system failures or officer claimsbreaches of our network security could interrupt our operations and adversely affect our business.

We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipment and systems against us for indemnification, the costsdamage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a negativematerial adverse effect on our operatingbusiness and subject us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be no assurance that these security measures will be successful.

Federal, state and local tax rules may adversely impact our results of operations and financial position.

We are subject to federal, state and local taxes in the U.S.. Although we believe our tax estimates are reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could face additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, and increases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effective tax rate could have a material impact on our financial results.

Risks Associated

We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders.

We may require additional capital for future operations.  We plan to finance anticipated ongoing expenses and capital requirements with funds generated from the following sources:

·  cash provided by operating activities;

·  available cash and cash investments; and

·  capital raised through debt and equity offerings.

Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms.  Our Securitiesability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and on our financial performance.  Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us.  If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition, results of operations and prospects.  Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.

9. The

If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation.  In addition, we may raise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adversely affect the market price of our common stock.  Finally, upon bankruptcy or liquidation, holders of our debt securities and trading volumeshares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock.  Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, hasor both.

Our business is dependent upon continued market acceptance by consumers.

We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislative forces. We cannot predict the future growth rate and size of this market.

If we are able to expand our operations, we may be unable to successfully manage our future growth.

Since inception, we have been highlyplanning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial and other resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, and other professionals.  In addition, we will need to expand the scope of our infrastructure and our physical resources.  Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect on our business and results of operations.

Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity. 

From time to time we may be subject to litigation, including potential stockholder derivative actions.  Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time.  To date have obtained directors and officers liability (“D&O”) insurance to cover some of the risk exposure for our directors and officers.Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company.  There can be no assurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur.  While neither Nevada law nor our Articles of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in such a legal action, we expect that we would do so to the extent permitted by Nevada law.  Without D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity.

Our prior operating results may not be indicative of our future results.

You should not consider prior operating results to be indicative of our future operating results. Our future operating results will depend upon many other factors, including:

- the level of product and price competition,

- our success in expanding our business network and managing our growth,

- the ability to hire qualified employees, and

- the timing of such hiring and our ability to control costs.

Requirements associated with being a reporting public company will require significant company resources and management attention.

We are subject to the reporting requirements of the Exchange Act and the other rules and regulations of the SEC relating to public companies.  We are working with independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as an SEC reporting company.  These areas include corporate governance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems.  We have made, and will continue to make, changes in these and other areas, including our internal control over financial reporting.  However, we cannot assure you that these and other measures we may take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.

In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time and attention of management and will require the hiring of additional personnel and legal, audit and other professionals.  We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.

Our management controls a large block of our common stock that will allow them to control us.

As of the date of this prospectus, members of our management team and one large affiliate shareholder together beneficially own approximately 58% of our outstanding common stock.  Our officers and directors together own approximately 45% of our voting power.  As a result, management will have the ability to control substantially all matters submitted to our stockholders for approval including:

a)           election of our board of directors;

b)           removal of any of our directors;

c)           amendment of our Articles of Incorporation or bylaws; and

d)           adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Any additional investors will own a minority percentage of our common stock and will have minority voting rights.

Risks Related to the Common Stock

Our stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell their shares at or above the price paid for them.

The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the market regarding our operations or business prospects, among other factors.  Further, our common stock currently quoted only on the OTCMarkets and not listed on any national exchange.  An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.  Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.

Among the factors that could affect our stock price are:

Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect your abilitythe market price of our common stock.

A substantial portion of our total outstanding shares of common stock may be sold into the market at any time.  While most of these shares are held by our principal stockholders, who are also executive officers, and we believe that such holders have no current intention to sell a significant number of shares of our stock, if they were to decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given their affiliate status) such sales could cause the market price of our common stock to drop significantly, even if our business is doing well.

Further, the market price of our common stock could decline as a result of the perception that such sales could occur.  These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate

Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.

Although no preferred stock has been issued, Nevada law, and our Articles of Incorporation give our Board of Directors the authority to issue additional series of preferred stock without a vote or action by our stockholders.  The Board also has the authority to determine the terms of preferred stock, including price, preferences and voting rights.  The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock.  Any such authorized class of preferred stock may have a liquidation preference – a pre-set distribution in the event of a liquidation – that would reduce the amount available for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to common stockholders.  In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock. Currently the Company has no issued or outstanding preferred stock.

We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stock may be less attractive to investors.

We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates), and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements.  We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions.  If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently no active market for our common stock.

We do not expect to pay any cash dividends in the foreseeable future.

We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future.  Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant.  Accordingly, you may need to sell your shares and the available price for the shares when sold.

Ourof our common stock is quotedto realize a return on the OTC Bulletin Board under the trading symbol “BUKX. OB”. The market for our stock is highly volatile. We cannot assureyour investment, and you that there will be a market in the future for our common stock. Trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock. You may not be able to sell your shares at your purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares your purchase from the selling security holders.

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10. Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may causeabove the price you paid for them.

We can sell additional shares of thecommon stock without consulting stockholders and without offering shares to decline.existing stockholders, which would result in dilution of stockholders’ interests in VNUE, Inc. and could depress our stock price.

Our Articles of Incorporation authorize 750,000,000 shares of common stock, of which 640,913,164 are classified as penny stockscurrently outstanding, and are covered by Section 15(g)our Board of the Securities Exchange Act of 1934 which imposeDirectors is authorized to issue additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker-dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

11. Our shareholders may face significant restrictions on the resale of our stock due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of stock to a state’s residents unless the stock is registered in that state or qualifies for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether our stock will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our stock. Investors should consider the resale market for our securities to be limited. Shareholders may be unable to resell their stock, or they may be unable to resell it without the significant expense of state registration or qualification.

12. We do not intend to pay dividends on any investment in the shares of our common stock and preferred stock.

We have never paid  Although our Board of Directors intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and you may lose all of your investment in our stock.

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13. Thefuture issuance of our capital stock, the future issuance of additional shares upon exercise of warrants and options mayour common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existing shareholders.stockholders, which could also have a material effect on the market value of the shares.

The issuance of

Further, our shares upon exercise of warrants and options may result in dilution to the interests of other stockholders. As of February 29, 2008, there are 9,350,000 warrants and 3,025,000 options outstandingdo not have preemptive rights, which would result in an additional 12,375,000 common shares issued if all were exercised. This would increase our outstanding shares by approximately 28.5% and result in an immediate dilution to existing shareholders.

On November 23, 2007,means we filed a Form S-8 registration statement with the SEC to register the 2007 Non-Qualified Stock Plan and 2007 Non-Qualified Stock Option Plan to issue up to 2,000,000 common shares and options to purchase up to 2,000,000can sell shares of our common stock to other persons without offering purchasers in this offering the right to purchase their proportionate share of such offered shares.  Therefore, any additional sales of stock by us could dilute your ownership interest in our employees, executives and consultants. We have issued 25,000Company.

OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our common stock purchase options under our 2007 Non-Qualified Stock Option Plan as of February 29, 2008. The issuance of shares upon exercise of these issued options may result in dilutionwill be subject to the interests"Penny Stock" Rules of other existing stockholders. Also, the future issuanceSecurities and Exchange Commission (the "SEC"), which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common sharesstock.

We currently plan to have our common stock quoted on the OTCMarkets and options pursuant toBulletin Board of the stock plan and stock option plan will result in further dilution to the interests of existing shareholders.

14. Financial Industry Regulatory Authority (FINRA) sales practice requirements("FINRA"), which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may also limit your ability to buycause difficulty in conducting trades and selldifficulty in obtaining future financing.  There is no assurance of when, if ever, our stock which could depresswill be listed on an exchange.  Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of theSecurities Exchange Act of 1934 , as amended.  The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, price.subject to certain limited exemptions.  Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances.  Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited.  In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities.  Because our securities are subject to the "penny stock rules,” investors will find it more difficult to dispose of our securities.  Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low pricedlow-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’scustomer's financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. 

TARPON WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK.

The common stock to be issued to Tarpon pursuant to the Equity Purchase Agreement will be purchased at a 90% discount to the lowest closing “best bid” price (the closing bid price as reported by Bloomberg LP) of the common stock for any single trading day during the ten consecutive trading days immediately following the date of our notice to Tarpon of our election to put shares depressingpursuant to the Equity Purchase Agreement.  Tarpon has a financial incentive to sell our sharecommon stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price.  If Tarpon sells the shares, the price of our common stock could decrease.  If our stock price decreases, Tarpon may have a further incentive to sell the shares of our common stock that it holds.  These sales may have a further impact on our stock price.

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Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve risks and uncertainties regarding the market price of feldspar and other valuable minerals, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors.  Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined in this prospectus.  These factors may cause our actual results to differ materially from any forward-looking statement.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

The safe harbor for forward-looking statements provided in thePrivate Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus

Use of Proceeds

We will not receive any proceeds from the resalesale of common stock offered by Tarpon.  However, we will receive proceeds from the sale of our common stock to Tarpon pursuant to the Equity Purchase Agreement.  The proceeds from our exercise of the common shares offered through this Prospectus byPut Right pursuant to the Equity Purchase Agreement will be used for general administrative expenses, legal expenses, as well as for accounting and audit fees.

SELLING SECURITY HOLDER

The following table details the name of each selling security holders. We will receivestockholder, the proceeds from any exercise of options for the purchasenumber of shares registered in this Prospectus. We intend to use any such proceeds towards generalowned by Tarpon Bay Partners, LLC (“Tarpon”) the sole selling stockholder, and administrative expenses, including advertising and promotion costs, courier and postage, currency exchange loss, consulting fees, director’s fees, bank charges, office expenses, rent, repairs and maintenance, telephone costs, meals and entertainment, utilities, travel costs, electronic filing fees and transfer agent fees.

Determination of Offering Price

The selling security holders will sell 6,200,000 common shares at prevailing market prices or privately negotiated prices. Thethe number of common shares that may be actually soldoffered by Tarpon Bay Partners, LLC is not a selling security holder will be determined by each selling security holder. The selling security holders are under no obligation to sell all or any portion of the common shares offered, nor are the selling security holders obligated to sell such shares immediately underbroker-dealer.  Tarpon is deemed an underwriter and therefore this Prospectus. A shareholderoffering is also considered an indirect primary offering.  Tarpon may sell common stock at any price depending on privately negotiated factors such as a shareholder's own cash requirements, or objective criteria of value such as the market value of our assets.

Dilution

All 5,200,000 issued commonup to 50,000,000 shares, to be sold by the selling security holderswhich are common shares that are currently issued and outstanding. Accordingly, they will not cause dilution to our existing shareholders.

The issuance of common sharesissuable upon the exercise of 1,000,000 options, however,our put right with Tarpon.  Tarpon will not assign its obligations under the equity line of credit.

(1)

The number assumes the Selling Security Holder sells all of its shares being offering pursuant to this prospectus.

(2)

Stephen Hicks possesses voting power and investment power over shares which may result in dilutionbe held by Tarpon.

Plan of Distribution

This prospectus relates to the interestsresale of other shareholders since the holders of the 1,000,000 options may ultimately exercise and sell the full amount upon the exercise. This amount would increase the amount50,000,000 Shares of our outstanding shares by approximately 2.3% and result in an immediately dilution to shareholders.

Selling Security Holders

The six selling security holders are offering shares of common stock, already issued. We have made the following shares issuances since our inception:

• On May 8, 2006, we issued 20,000,000 shares of common stock to Christopher Robin Relph, our director, President, CEO and CFO, atpar value $0.0001 per share, for cash proceedsby the Selling Security Holder consisting of $2,000.

• On May 20, 2006,Put Shares that we issued 1,000,000will put to Tarpon pursuant to the Purchase Agreement.

  The Selling Security Holder may, from time to time, sell any or all of its shares of common stock to Shelley Miller at $0.0001 per share for cash proceeds of $100.

• On May 26, 2006, we issued 1,000,000 shares of common stock to Aran Asset Management SA at $0.0001 per share for cash proceeds of $100.

• On July 1, 2006, we issued an aggregate of 527,250 shares of common stock at $0.10 per share to various non US investors for cash proceeds of $52,725.

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• On August 8, 2006, we issued 2,000,000 common shares to Elite Vantage Development Ltd. and Henry Tam for acquisition of two mineral claims in Northwest Territories.

• On September 28, 2006, we issued 120,000 shares of common stock as compensation for services of our transfer agent, Island Capital Management LLC dba Island Stock Transfer.

• On May 7, 2007 we issued Christopher Robin Relph, our director, President, CEO and CFO, options to purchase up to 2,000,000 common shares at $0.10 per share until May 7, 2010 for his management services.

• On May 7, 2007 we issued one non US investors 20,000 shares of common stock at $0.10 per share for cash proceeds of $2,000.

• On May 7, 2007 we issued 200,000 shares of common stock to Penny Green, our legal counsel, for legal services.

• On May 11, 2007 we issued 6,000,000 shares of common stock to Pikes Peak Resources Inc. and Richard Pappas for acquisition of certain mining claims in Teller County, Colorado.

• On May 16, 2007 we issued 4,300,000 units to various non US investors at $0.25 per unit for cash proceeds of $1,075,000. Each unit consists of one common share and one non-transferable warrant to purchase one common share. The warrants are exercisable at $0.30 per share from May 16, 2007 to May 15, 2008 or at $0.35 per share from May 16, 2008 to May 15, 2009. We issued 215,000 shares of common stock to Aran Asset Management SA as commission for the private placement of 4,300,000 units.

• On August 10, 2007, we issued 3,500,000 units to various non-US investors at $0.50 per unit for net cash proceeds of $1,575,000. Each unit consists of one common share and one non-transferable warrant to purchase one common share at an exercise price of $1.00 per share. Each warrant will expire on the earlier of August 10, 2009, or after five business days after our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.  The Selling Security Holder may use any one or more of the following methods when selling shares:

  ·

  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

  ·

  block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

  ·

  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

  ·

  an exchange distribution in accordance with the rules of the applicable exchange;

  ·

  privately negotiated transactions;

  ·

  broker-dealers may agree with the Selling Security Holder to sell a specified number of such shares at least oncea stipulated price per share;

  ·

  through the writing of options on the OTC Bulletin Board at shares;

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  ·

  a price equal to or above $1.25 per share for seven consecutive trading days. We paid $175,000 to Aran Asset Management SA as commission.

• On September 18, 2007, we sold a private placementcombination of 650,000 units at $0.50 per unit for cash proceedsany such methods of $325,000. Each unit consists of one common share,sale; and one non- transferable warrant to purchase one additional common share at an exercise price of $1.00 per share. Each warrant will expire on the earlier of September 15, 2009 or after five business days after our common stock trades at least once on the OTC Bulletin Board at a price equal to or above $1.25 per share for seven consecutive trading days.

• On October 15, 2007, we sold a private placement of 500,000 units at $0.50 per unit for cash proceeds of $250,000. Each unit consists of one common share and one non- transferable warrant to purchase one additional common share at $1.00 per common share within the earlier of September 30, 2009, or after five business days after the our common shares trade at least once on the OTC Bulletin Board at a share price equal to or above $1.25 per common share for seven consecutive trading days.

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• On October 18, 2007 we issued Wingspan Foundation options to purchase up to 1,000,000 common shares at $0.60 per shareany other method permitted pursuant to a consulting agreement.
  These options will expire by the earlier of August 27, 2009 or 30 days following thetermination of the consulting agreement.applicable law.

• On October 26, 2007, we sold a private placement of 200,000 units at $0.50 per unit for cash proceeds of $100,000. Each unit consists of one common share and one non- transferable warrant

  According to purchase one additional common share at $1.00 per common share within the earlier of October 22, 2009, or after five business days after our common shares trade at least once on the OTC Bulletin Board at a share price equal to or above $1.25 per common share for seven consecutive trading days.

• On November 6, 2007, we sold a private placement of 200,000 units at $0.50 per unit for cash proceeds of $100,000. Each unit consists of one common share and one non- transferable warrant to purchase one additional common share at $1.00 per common share within the earlier of November 2, 2009, or after five business days after our common shares trade at least once on the OTC Bulletin Board at a share price equal to or above $1.25 per common share for seven consecutive trading days.

• On January 8, 2008, we issued 3,000,000 shares of common stock to Proteus Mining Ltd. for acquisition of mining claims.

The shares issued to our transfer agent, Island Capital Management LLC dba Island Stock Transfer, were exempt from registration pursuant to Section 4(2) of the Securities Act. Our reliance upon the exemption under Section 4(2) of the Securities Act of 1933 was based on the fact that the issuance of these shares did not involve a “public offering.” The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." The investor negotiated the terms of the Purchase Agreement, neither Tarpon nor any affiliate of Tarpon acting on its behalf or pursuant to any understanding with it will execute any short sales during the term of this offering.

The Selling Security Holder may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers.  Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions.  Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk.  It is possible that a Selling Security Holder will attempt to sell shares of Common Stock in block transactions directly with our executive officers. No general solicitation was used, no commissionto market makers or other remuneration was paid in connection with these transactions, and no underwriter participated. Based on an analysispurchasers at a price per share which may be below the then market price.  The Selling Security Holder cannot assure that all or any of the above factors,shares offered in this transaction was effectedprospectus will be issued to, or sold by, the Selling Security Holder.  In addition, the Selling Security Holder and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in reliance on the exemption from registration provided in Section 4(2) ofthis prospectus are “underwriters” as that term is defined under the Securities Act for transactions not involvingor the Exchange Act, or the rules and regulations under such acts.  In such event, any public offering.

Allcommissions received by such broker-dealers or agents and any profit on the resale of the other issuances described above were exempt from registrationshares purchased by them may be deemed to be underwriting commissions or discounts under Regulation S of the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a Selling Security Holder.  The Selling Security Holder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the securities was completed in an "offshore transaction", as defined in Rule 902(h)shares if liabilities are imposed on that person under the Securities Act.

We are required to pay all fees and expenses incident to the registration of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United Statesshares of common stock.  Otherwise, all discounts, commissions or fees incurred in connection with the sale of the securities. Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

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The selling security holders may sell at prevailing market prices or privately negotiated prices. Of the above described issuances totaling 43,432,250 shares, this Prospectus includes registration of the following shares:

• 5,200,000 issued common shares (including 3,000,000 shares controlled by Christopher Robin Relph, our director, President, CEO and CFO);

• 1,000,000 common shares underlying options exercisable at $0.60 per share until August 27, 2009 or 30 days following the termination of the applicable consulting agreement between us and Wingspan Foundation, whichever occurs earlier.

The following table provides as of February 29 2008 information regarding the beneficial ownership of our common stock held by each of the selling security holders, including:

• the number of shares owned by each prior to this offering;

• the total number of shares that are to be offered for each;

• the total number of shares thathereby will be owned by each upon completion of the offering; assuming all shares are sold that are being registered;

• the percentage owned by each; and

• the identity of the beneficial holder of any entity that owns the shares.

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The percentages are based on the 43,432,250 shares of common stock outstanding on February 29, 2008 and assumes all shares are soldpaid by the selling security holders.Selling Security Holder.

Other than as described above, none of the selling security holders or their beneficial owners has had a material relationship with us other than as a shareholder at any time within the past three years, or has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.

None of the selling security holders are FINRA registered broker-dealers or affiliates of FINRA registered broker-dealers.

Plan of Distribution

We are registering the common shares on behalf of the selling security holders. The 6,200,000 common shares can be sold by the selling security holders at prevailing market prices or privately negotiated prices.

The selling security holders may sell some or all of their common shares in one or more transactions, including block transactions:

• on such public markets asSelling Security Holder acquired the common shares may be trading;

• in privately negotiated transactions;

• in any combination of these methods of distribution.

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The sales price to the public may be:

• the market price prevailing at the time of sale;

• a price related to such prevailing market price; or

• such other price as the selling security holders determine.

We are bearing all costs relating to the registration of the common shares. The selling security holders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common shares.

The selling security holders must comply with the requirements of the Securities Act and the Exchange Actsecurities offered hereby in the offerordinary course of business and sale of the common stock. In particular, during such times as the selling security holders may be deemed to be engaged in a distribution of certain securities, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other things:

• not engage in any stabilization activities in connection with our securities;

• furnish each broker or dealer through which our securities may be offered, such copies of this Prospectus, as amended from time to time, as may be required by such broker or dealer; and

• not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

Our common shares are quoted on the OTC Bulletin Board, under the trading symbol “BUKX.OB”. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock.

Trading in stocks quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company's operations or business prospects. The OTC Bulletin Board should not be confused with the NASDAQ market. OTC Bulletin Board companies are subject to far fewer restrictions and regulations than are companies traded on the NASDAQ market. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like the NASDAQ Small Cap or a stock exchange. In the absence of an active trading market: (a) investors may have difficulty buying and selling or obtaining market quotations; (b) market visibility for our common stock may be limited; and (c) a lack of visibility for our common stock may have a depressive effect on the market price for our common stock.

None of the selling security holders will engage in any electronic offer, sale or distribution of the shares. Further, neither we nor any of the selling security holders have any arrangements with a third party to host or access our Prospectus on the Internet.

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The selling security holders and any broker-dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933 (the “Securities Act”), and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act. Neither the selling security holders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling security holders and any other security holder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares. Because the selling security holders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act. Each selling security holder has advised us that the stockholderit has not yet entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by the shares.Selling Security Holder.  We will file a supplement to this prospectus if the Selling Security Holder enters into a material arrangement with a broker-dealer for sale of common stock being registered.  If the Selling Security Holder uses this prospectus for any sale of the shares of common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of our common stock and activities of the Selling Security Holder.  The Selling Security Holder will act independently of us in making decisions with respect to the timing, manner and size of each sale.

Tarpon is an “underwriter” within the meaning of the Securities Act in connection with the sale of our common stock under the Equity Purchase Agreement.  For each share of common stock purchased under the Purchase Agreement, Tarpon will pay 90% of the lowest Bid Prices during the Valuation Period.

We will pay all expenses incident to the registration, offering and sale of the shares of our common stock to the public hereunder other than commissions, fees and discounts of underwriters, brokers, dealers and agents.  If any of these other expenses exists, we expect Tarpon to pay these expenses.  We have agreed to indemnify any underwriterTarpon and its controlling persons against specific civilcertain liabilities, including liabilities under the Securities Act.

Regulation M

During such time as  We estimate that the selling security holders mayexpenses of the offering to be engaged in a distributionborne by us will be approximately $33,000.  We will not receive any proceeds from the resale of any of the shares being registeredof our common stock by Tarpon.  We may, however, receive proceeds from the sale of our common stock under the Purchase Agreement.

Sales Pursuant to Rule 144

Any shares of common stock covered by this registration statement,prospectus which qualify for sale pursuant to Rule 144 under the selling security holders are requiredSecurities Act, as amended, may be sold under Rule 144 rather than pursuant to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.this prospectus.

Regulation M defines a“distribution”as an offering

We have advised the Selling Security Holder that the anti-manipulation rules of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a“distribution participant”as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Securities Exchange Act may apply to sales of 1934shares in the market and to the activities of the Selling Security Holder and their affiliates.  Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution it taking place.  Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.  We have informed the selling security holders that the anti-manipulation provisionsIn addition, we will make copies of Regulation M may applythis prospectus available to the salesSelling Security Holder for the purpose of their shares offered by this Prospectus, and we have also advisedsatisfying the selling security holdersprospectus delivery requirements of the requirementsSecurities Act.

State Securities Laws

Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers.  In addition, in some states the shares may not be sold unless the shares have been registered or qualified for deliverysale in the state or an exemption from registration or qualification is available and is complied with.

Expenses of this ProspectusRegistration

We are bearing all costs relating to the registration of the common stock.  These expenses are estimated to be $33,000, including, but not limited to, legal, accounting, printing and mailing fees.  The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any salessale of the common stock offered by this Prospectus.stock.

In regards to short sells, the selling security holders cannot cover their short sales with

MARKET FOR OUR COMMON STOCK

Our shares from this offering. In addition, if such short sale is deemed to be a stabilizing activity, then the selling security holders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

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Penny Stock Rules

The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quotedtraded on the OTC Bulletin Board system, provided that current price and volume information with respect to transactions in such securities is providedoperated by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared byFinancial Industry Regulatory Authority under the SEC, which:

• contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

• contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;

• contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

• contains a toll-free telephone number for inquiries on disciplinary actions;

• defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

• contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

• with bid and offer quotations for the penny stock;

• the compensation of the broker-dealer and its salesperson in the transaction;

• the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

• monthly account statements showing the market value of each penny stock held in the customer's account.

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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stocksymbol “VNUE”.  There is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondarylimited public market for our common shares.  

Our common stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Descriptionbecame eligible for quotation on the OTCMarkets on May 9, 2007.  As of Securities to be Registered

WeJanuary 8, 2016, only a minimal amount of shares are authorized to issue 80,000,000trading OTCMarkets and the market price for our common shares and 20,000,000 preferred shares, each with a par value of $0.0001.is $0.04 per share.

Common Stock

As of February 29 2008, we had 43,432,250 common shares, warrants to purchase 9,350,000 common shares and options to purchase 3,025,000 common shares outstanding. Holders of the common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights. The common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of common stock are entitled to share equally in dividends from sources legally available, therefore, when, as and if declared by the Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to stockholders.

The Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.

Voting Rights

Each holder of common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors.

Dividend Policy

Holders of

We have never declared or paid any cash dividends on our common stock are entitled to dividends if declared by the Board of Directors out of funds legally available therefore.stock.  We do not anticipate the declaration or payment of any dividends in the foreseeable future. Wecurrently intend to retain future earnings, if any, to finance the development and expansion of our business.  Future dividend policy will be subjectAs a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

The Company has the discretionfollowing convertible notes payable issued and outstanding:

(*) The discount is being amortized using the effective interest rate method over the life of the Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Therefore, there can be no assurance that any dividends of any kind will ever be paid.debt instruments.

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Preferred Stock

We are authorized to issue up to 20,000,000 shares of $0.0001 par value preferred stock. We have no shares of preferred stock outstanding. Under our Articles of Incorporation, the Board of Directors has the power, without further action by the holders of the common stock, to determine the relative rights, preferences, privileges and restrictions of the preferred stock, and to issue the preferred stock in one or more series as determined by the Board of Directors. The designation of rights, preferences, privileges and restrictions could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series.

InterestInterests of Named Experts and Counsel

No expert or counsel named

The legality of the shares offered under this registration statement is being passed upon by Matheau J. W. Stout, Esq.  The financial statements included in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection withprospectus and the registration or offering ofstatement has been audited by Li and Company, P.C. to the common stock was employed on a contingency basis or had, or is to receive,extent and for the periods set forth in connection withtheir report appearing elsewhere herein and in the offering, a substantial interest, directly or indirectly, in us or any of our subsidiaries. Nor was any such person connected with us or any of our subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee. The validity of the common stock offered in this Prospectus will be passed upon for us by of the law firm Bacchus Corporateregistration statement, and Securities Law. As at February 29, 2008 a principal of the law firm Bacchus Corporate and Securities Law owns 200,000 issued shares of our common stock.

Experts

Our audited financial statements as of May 31, 2007 are included in this Prospectus in reliance upon Manning Elliott LLP, Independent Registered Public Accounting Firm,such report given upon the authority of said firm as experts in auditing and accounting.

Description of Business

Overview

WeOverview

Following the Merger on May 29, 2015, we now carry on business as a live entertainment music service company which brings bands and fans together by capturing professional quality audio and video recordings of live performances and delivers the experience of a venue to your home and hand.

By streamlining the processes of curation, clearing, capturing, distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE captures content through its Front of House mobile application and provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing an artist to seamlessly deliver and sell their live performances directly to the fans who attend their shows. 

While VNUE is primarily being used in live music venues, we are an exploration stage company. Our planalso branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professional demonstrations and panel discussions, as well as action sports and much more.

Business Model Prior to the Merger

The Company was incorporated in the State of operation forNevada on April 4, 2006. Prior to the next twelve months beginning March 2008 is to carry outMerger, we were engaged in the acquisition and exploration of mineral properties since our inception. Under that prior business model, the Company did not generate any revenues and acquire other selective early stage propertiesincurred losses since inception.

Effective April 10, 2013, the Company changed its name from Buckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada. On February 28, 2013, the US or Canada. We intend to primarily exploreCompany acquired a 100% interest in Tierra Grande Resources, S.A.C. (“Tierra”), a company incorporated in Peru, in consideration for uranium, but if we discover that any of our mineral properties hold potential for other minerals that our management determines are worth exploring further, then we will explore for those other minerals.$10.

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We anticipate that we will require additional financing in order to pursue full exploration of our existing mineral properties and acquire other mineral properties. We do not have sufficient financing to undertake full exploration of our mineral claims at present and there is no assurance that we will be able to obtain the necessary financing. Further exploration beyond the scope of our planned exploration activities will be required before a final evaluation asPrior to the economicMerger, the Company’s strategy had been to identify, acquire and legal feasibilityadvance assets that present near term cash-flow with the emphasis on creating early cash flow to enable the Company to consider other projects.

In July 2013, prior management entered into a Letter of mining of mineral properties is determined.

Development of Business

Since our inceptionIntent to acquire the Buldibuyo Gold Project in April 2006 we have been involved in organizational activities and purchased several mineral properties. We have built a management team, developed our business plan, incorporated one subsidiary and conducted preliminary drilling in some mineral claims.

• On April 4, 2006, we appointed Christopher Robin Relph as a director and as our President, Chief Executive Officer, and Chief Financial Officer.

• In February, 2007 we launched our website,www.buckinghamexploration.com.

• On May 8, 2007 our common stock became eligible for trading on the OTC Bulletin Board under the ticker symbol“BUKX.OB”.

• On May 9, 2007 wePeru, South America. The Company subsequently entered into an agreement with Pikes Peak Resources Inc.updated Letter of Intent to acquire certain mineral claims.

• Onthe project in May 14, 2007 we incorporated a wholly-owned subsidiary, Hyde Park Uranium Inc.

• On May 16, 2007, we sold a non-brokered private placement of 4.3 million units at $0.25 per unit, raising a total of $1,075,000. A finder's fee of 5% payable by 215,000 shares of our common stock2014. It was paid to a third party.

• In August 2007 we sold a private placement of 3.5 million units at $0.50 per unit for net cash proceeds of $1,575,000. A finder's fee of 10% of the capital raised was paid in cash to a third party.

• On August 27, 2007 we entered into a binding option agreement with Proteus Mining Limited, to acquire 939 unpatented lode uranium mining claims located near Cañon City, Colorado. On January 22, 2008 we entered into an assignment and assumption agreement with Proteus MiningCompany’s intention to acquire 100% of all intereststhe gold project, which had produced high grade ore in the past, and had engaged in some due diligence to qualify expectations and timelines. However, despite the execution of the Letter of Intent and numerous attempts to accommodate the vendors, the vendors failed to deliver essential information to us required to conduct a thorough technical and legal due diligence on 419 unpatented lode mining claims insteadthe project and associated holding companies and, accordingly, we terminated negotiations to acquire the project in July 2014.

  The Merger on May 29, 2015 with VNUE, Inc.

  As reported in the Form 8-K dated April 14, 2015, Tierra Grande Resources Inc. (the “Company”) entered into an Agreement and Plan of 939 claims.

• On November 23, 2007 we completed a drill programMerger (the “Merger Agreement”), on our High Park uranium property in Teller County, Colorado.

• On November 7, 2007, we incorporated a wholly owned subsidiary, Alpha Beta UraniumApril 13, 2015 with VNUE, Inc., a Colorado corporation.On January 22, 2008 we entered into an assignment and assumption agreement with Proteus Mining Limited and Pikes Peak Energy LLC whereby our subsidiary Alpha Beta Uranium Inc. acquired 419 unpatented lode mining claims located near Cañon City, Colorado, USA. The Assignment Agreement replaced the option agreement between Buckingham and Proteus dated August 27, 2007.

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High Park Uranium Property and High Park Trails Property (together the “High Park Claims”)

On June 6, 2007, through our wholly owned subsidiary Hyde Park Uranium Inc., we completed the purchase of 29 unpatented mining claims known as the High Park Uranium Property located in Teller County, Colorado from Pikes Peak Resources, Inc. The purchase was completedcompany incorporated pursuant to the purchase and sale agreement between us and Pikes Peak Resources dated May 9, 2007.

The purchase pricelaws of the property was $1,000,000 which was settled by wayState of $500,000 in cashWashington (“VNUE Washington”), and 5,000,000TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”).

On April 30, 2015, the Company filed an 8-K announcing the extension of the deadline to close on the Merger Agreement until May 30, 2015.

On May 29, 2015, Vnue, Inc. (formerly Tierra Grande Resources Inc.) (“TGRI”) closed the Agreement and Plan of Merger (the “Merger Agreement”), initially entered into on April 13, 2015 with Vnue Washington and all of the stockholders of Vnue Washington.

Upon closing of the Merger Agreement a total of 507,629,872 shares of ourTGRI common stock. Pikes Peak Resources will also receive a net returns royaltystock were issued as follows: (i) all shares of 2%Vnue Washington stock of any class or series issued and outstanding immediately prior to the closing of the proceedsMerger Agreement were automatically converted into and exchanged for an aggregate of minerals mined477,815,488 fully paid and sold fromnon-assessable shares of TGRI common stock; and (ii) an aggregate of 29,814,384 shares of TGRI common stock were issued to Matheau J. W. Stout, Esq. as payment for services performed prior to and in connection with the claims on the High Park Uranium Property. We have an optionMerger. The number of TGRI common shares issued to purchase the royalty for $1,000,000 as adjusted for inflation. We have agreed to reimburse $3,700 to Pikes Peak ResourcesVnue Washington's stockholders for the costsacquisition of locating the claims. We have also agreed to buy backall shares of Vnue Washington represented approximately 79.0% of the issued and outstanding common stock from Pikes Peak Resources at prevailing market prices up to $150,000 for any taxes payable by Pikes Peak Resources asimmediately after the closing of the Merger Agreement. The board of directors and the members of the management of TGRI resigned and the board of directors and the member of the management of Vnue Washington became the board of directors and the member of the management of the combined entities upon closing of the Merger Agreement.

As a result of the transaction. We have subsequently stakedcontrolling financial interest of the former stockholders of Vnue Washington, for financial statement reporting purposes, the merger between TGRI and Vnue Washington was treated as a further 25 claims adjoining those purchased. We also paidreverse acquisition, with Vnue Washington deemed the accounting acquirer and TGRI deemed the accounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a finder’s feecapital transaction in substance whereas the assets and liabilities of 1,000,000Vnue Washington (the accounting acquirer) are carried forward to TGRI (the legal acquirer and the reporting entity) at their carrying value before the combinationand the equity structure (the number and type of equity interests issued) of Vnue Washingtonis being retroactively restated using the exchange ratio established in the Merger Agreement to reflect the number of shares of ourTGRI issued to effectuate the acquisition.  The number of common stock to an unrelated party subsequentshares issued and outstanding and the amount recognized as issued equity interests in the consolidated financial statements is determined by adding the number of common shares deemed issued and the issued equity interests of Vnue Washingtonimmediately prior to the closing of this transaction.

On January 22, 2008 Hyde Park Uranium executed a quitclaim deed and royalty agreement (the “HP Royalty Agreement”) with Pikes Peak Energy LLC. The Royalty Agreement relatesbusiness combination to the 29 unpatented mining claimsunredeemed shares and thefair value of TGRI determined in Teller County, Colorado purchased by us on June 6, 2007.accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure (the number and type of equity interests issued) in the consolidated financial statements immediately post the combination reflects the equity structure of TGRI, including the equity interests the legal parent issued to effect the combination.

The HP Royalty Agreement forms a part

A copy of the purchase and sale agreement for unpatented lode mining claims between us and Pikes Peak Resources.Merger Agreement was attached as Exhibit 10.1 to the Company’s 8-K filed on April 14, 2015. The HP Royalty Agreement replaces the previous quitclaim deed and royalty agreement between Hyde Park Uranium and Pikes Peak Resources dated October 30, 2007. The previous agreement was replaced in order to correctly identify Pikes Peak Energy LLC as signatory and assignordescription of the High Park Property, and to correct several clerical errors.

Pursuant to the HP RoyaltyMerger Agreement Hyde Park Uranium must pay to Pikes Peak Energy LLC a perpetual production royalty of two percent of any net returns earnedherein is qualified by Hyde Park Uranium from the sale of minerals derived from the High Park Uranium Property.

In the event Hyde Park Uranium intends to abandon the claims or any portion thereof, it must first notify Pikes Peak Energy, whereupon Pikes Peak Energy will have the option for sixty days to acquire the claims at no cost.

Hyde Park Uranium will additionally be required to pay maintenance fees of approximately $175 per claim per year.

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On July 27, 2007 we entered into an exploration agreement with an option to purchase with Edwin S. Broussard III and Alice M. Broussard in relation to a property known as the High Park Trails Ranch in Teller County, Colorado (the “High Park Trails Property”). The High Park Trails Property adjoins our High Park Uranium Property in Teller County, Colorado. Pursuant to the terms of the agreement, we must make an option payment of $100,000 to acquire the surface and mineral estates over 265 acres (paid on July 27, 2007), with a further payment of $2,900,000 at the end of a twelve month period to exercise the non-exclusive option to purchase the High Park Trails Property. During the option period we have full access to the High Park Trails Property to conduct an exploration and drill program to ascertain whether we wish to exercise the option to purchase the property.

If we choose to exercise the option to purchase the High Park Trails Property, Mr. and Mrs. Broussard will reserve the right to occupy and use the surfacetext of the property provided such use does not interfereagreement attached thereto and the terms thereof are incorporated herein by reference.

Plan of Operations

The History of VNUE

VNUE was founded in August of 2013 with our exploration rights. We must also pay Mr.the vision of creating a collective network of connected venues that empower and Mrs. Broussardassist bands, artist, and entertainers to monetize their performance (audio & video) in the venue using mobile technologies. VNUE has developed its business and technology in tandem to enter into deals with venues, artists and labels across the United States using this initial launch strategy. The collective venue network effect, whereby each deal makes the offer more compelling to other potential customers, has been a production royaltykey driver of approximately 5%VNUE’s growth to date. The initial focus of the net returns generated by our explorationbusiness in early 2014 as a YouTube certified company, to create a Multi-Channel Network (MCN) specifically focused on live streaming and monetization of content through the High Park Trails Property.google display network..

Proteus Claims

On January 22, 2008 our company and our wholly owned Colorado subsidiary, Alpha Beta Uranium Inc.,July 23, 2014, the Company entered into an assignment and assumptionAsset purchase agreement with Proteus Mining LimitedLively, LLC (the “Agreement”), whereby the Company acquired certain assets of Lively, LLC for a consideration of (i) payment of $150,000 and Pikes Peak Energy LLC whereby Alpha Beta Uranium acquired 441 unpatented lode mining(ii) Preferred shares with a fair market value of $250,000 at the time of the issuance. Assets purchased included: a) software, inventions, customers, customer lists, development, documents and records, designs, claims, located near Cañintellectual property rights, distribution rights and merchandising rights; b) all copyright, patents, trademarks, trade names, logos or service marks and other intangible property and rights.

Since the Lively assets acquisition, VNUE has grown its platform, expanded into enabled venues and enhanced its platform offering to approve the monetization model and further evangelize the creation of the collective network of connected venues that empower artist to create content and monetize it.

Markets and Opportunity

There are over 400,000+ Indie bands performing in the US domestic market alone, and while a handful of them will get produced under a label even less will be big enough to attempt to utilize today’s current methods to capture and deliver live performance audio from a given show. Currently artist, bands and performers are missing a simple capture and immediately sell tool kit to deliver high quality audio and video to their fans for each of their live shows.

VNUE’s goal first and foremost is to empower artists - not only in serving their fans, but generating a monetary footprint which can foster the continued creation of their art which moves millions all over the world.

VNUE strategically aligns an economically viable in-house digital solution across during a golden era of live music. By creating a platform and connected network that is extremely complex and resource-intensive. Through a suite of applications and dashboard centered at the heart of the software platform, a connected network of partners, labels, publishers, right management, artist, bands and venues and a range of advanced 3rd party distributors, VNUE allows distribution of content to all types of digital and social focused sites as well as within its own sandbox, with a range of revenue models and centralized reporting that the artists, labels and publishers get to keep. By using the VNUE platform, artists can create, market and distribute their shows while creating new revenue streams. Fans are able to connect with their favorite performers in a new way, discover new performances and listen to and watch their live performances on City, Colorado, USA (the “Proteus Claims”)their mobile devices, computer, gaming consoles, OTT services and connected TVs.

Serving multiple customers on one platform enables VNUE to cost-effectively invest significant amounts in innovation to drive continuous product iterations that succeed the prior use case.

Monetization and Business Model

In today’s social media world, fans want to be able to immediately share with their friends the fact they were at the show and how great this unique individual show was that they just attended. Fans do not want to wait for a post-tour, live show CD to be produced from some other show on the tour months or years after the fact, they want it now. VNUE is the solution.

Artist, Industry executives, Labels, Music publishers and Venues will access VNUE’s solution as a service, through which they are able to benefit from a range of different revenue models to optimize the value of their live and on-demand content across a majority of digital ecosystems. The Company’s primary revenue model is to take a share of the revenue from sales of concerts, performances both audio and video or audio separately. In addition the revenue stream can also include an advertising or sponsorship component that was integrated into tours. This revenue share aligns business outcomes for all parties and means that costs are primarily baked into the software and delivery agent. Typical revenue shares are expected to range from 15-60 percent and vary based on the level of service allocated to each Artist, Label, Music publisher, venue and the scale of the business opportunity. Secondary revenue streams include fees for storage, usage, licensing and software upgrades (design or social ad distribution). The 419 unpatented lode mining claims include 360 claimsVNUE’s revenue share is reported as net revenue (i.e. gross transaction revenues minus any revenue share due to third parties).

As a software-focused business, VNUE can take advantage of a single technology platform to continuously acquire users at low marginal cost leveraging artist promotion, in Fremont County, 4 claimsvenue marketing and mobile notifications. Further automation and self-service tools are intended to allow VNUE to provide more advanced services to the industry and artist without adding significantly to the cost base or headcount.

VNUE delivers a technology suite to accompany the publishers that allows them to source, pull a wide swath of reports down to granular in Park County, 42 claimsvenue streams and conversions. VNUE looks to commercialize the in Saguache County,venue sales components that is currently missing and 13 claims in San Juan County. The assignmentexpand these efforts globally and assumption agreement replacesembed live and on-demand content from the option agreement between our companyVNUE Audience network efficiently and Proteus Mining dated August 27, 2007 (the “Previous Agreement”cost-effectively. These features, such as its real time audio sweating tools, are designed to significantly reduce the manual effort required to display music content and, therefore, increase the efficiency of content distribution and the revenue yield per performance sold.

License Agreement with Universal Music Corp.

On November 2, 2015, the Company entered into a License Agreement with Universal Music Corp. (“Universal”).

The License Agreement is effective September 8, 2015, and has a term of Two (2) Years from the Effective Date. Under the Previousterms of the License Agreement, we held an optionUniversal is granting to acquire 939 mining claims by making paymentsVNUE a non-exclusive, non-transferable, non-sublicensable license to create and distribute content using certain Universal compositions, more specified in the Grant of $7,425,000Right’s section of the License Agreement.

The Company will then market and issuing 2,000,000sell this content via the VNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section of the License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the Royalty Rates section of the License Agreement.

In accordance with the Minimum Guarantee provision of the License Agreement, the Company was required to pay Universal a minimum first year fee of Fifty Thousand Dollars ($50,000), which is due within 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencement of the second year of the Term. The Company paid the minimum first year fee of Fifty Thousand Dollars ($50,000) to Universal on November 10, 2015.

Now that the Company has paid the minimum first year fee to Universal, the Company’s plan is to continue raising capital through the sales of its common shares. stock in order to complete the development of its VNUE Service. Once development of the VNUE Service is complete, the Company plans to concentrate on the marketing and sales of content created under the Licensing Agreement with Universal, as well as identifying strategic opportunities with other music industry leaders.

Employees

As of January 20, 2008,22, 2016, we had made partial payments totaling $1,575,000 in respect of the option.

Following completion of due diligence on the claims, we decided nothave 3 full-time employees. The remuneration paid to acquire several blocks of claims. Accordingly, on January 22, 2008 our companyofficers and our subsidiary Alpha Beta Uranium entered into the assignment and assumption agreement with Proteus Mining and Pikes Peak Energy, whereby Alpha Beta Uranium acquired 419 of the Proteus Claims, in consideration of one final installment of $15,000 and the payment of 3,000,000 restricted shares of our common stock to Proteus Mining. Alpha Beta Uranium is now entitled to have title transferred into its name, and has commenced procedures to transfer title. We have issued 3,000,000 shares of our common stock toward the acquisition of the Proteus claims.

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Pursuant to the assignment and assumption agreement, Alpha Beta Uranium is also required to pay up to $2,000,000 to Proteus Mining on the successful outlining of mineral reserve milestones on the purchased claims, according to Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects) definitions, asdirectors will be more completely described elsewhere in the following table:

As required by the assignmentregistration statement. Our employees are not party to any collective bargaining agreement and assumption agreement, Alpha Beta Uranium concurrently entered into a quitclaim deed and royalty agreementwe have never experienced an organized work stoppage. We believe our relations with Pikes Peak Energy dated as of January 21, 2008 (the “AB Royalty Agreement”). Pursuant to the AB Royalty Agreement, Alpha Beta Uranium must pay to Pikes Peak Energy a perpetual production royalty of two percent of any net returns earned by Alpha Beta Uranium from the sale of minerals derived from the Proteus Claims.our employees are good.

In the event Alpha Beta Uranium intends to abandon the claims or any portion thereof before January 21, 2013, it must first notify Pikes Peak Energy, whereupon Pikes Peak Energy will have the option for sixty days to acquire the claims at no cost. Alpha Beta Uranium will additionally be required to pay maintenance fees of approximately $175 per claim per year.

Taking into consideration all of the claims already owned, staked and currently being staked by us, including the High Park Claim and the Proteus Claims, we hold approximately 472 claims in total, with each claim covering a land surface area of approximately 20 acres.

Competition

We are a new mineral resource exploration company. We compete with other mineral resource exploration companies for financing and forexpect to double the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

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We will also compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral exploration companies. The presence of competing mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are ofemployees over the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

next 12 month period. We will also compete with other mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Legislation and Government Regulation

United States

Any operations at the High Park Claims or the Proteus Claims will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or the High Park Claims with respect to the foregoing laws and regulations. If we escalate our operations at these claims, it is reasonable to expect that compliance with various regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of vari ous sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States.

U.S. Federal Environmental Laws

The U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under theNational Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.

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Under the U.S.Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at the High Park Claims or the Proteus Claims may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures for pollution control in order to comply with the rules.

The U.S.Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to the High Park Claims or the Proteus Claims or surrounding areas.

Colorado Laws

At the state level, mining operations in Colorado are also regulated by the Colorado Division of Reclamation Mining & Safety. We will be required to hold Colorado mining and reclamation permits that will mandate concurrent and post-mining reclamation of minesdo and will require the posting of reclamation bonds sufficientcontinue to guarantee the cost of mine reclamation. Other Colorado regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations.

Research and Development Expenditures

As of February 29, 2008, we have not spent any amounts on research and development activities sinceoutsource our inception. Our planned expenditures on our exploration programs are summarized above under the section of this Prospectus entitled “Description of Property”.

Employees

As of February 29, 2008, we have no part time or full time employees. Our director, President, CEO and CFO, Christopher Robin Relph, works part time as an independent contractor and works in the areas of business development and management. He currently contributes approximately 35 hours per weekwork to us. We currently engagethird party independent contractors in the areas of accounting, geological, legal, consulting, marketing, management, accounting, bookkeeping and other services.as needed.

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Subsidiaries

As of February 29, 2008, we have two wholly owned subsidiaries, Hyde Park Uranium Inc., a Colorado corporation through which we have acquired mineral claims in Colorado, and Alpha Beta Uranium Inc., a Colorado corporation through which we have acquired additional mineral claims in Colorado.

Intellectual Property

We have not filed for any protection of our trademark for our company. We own copyright in the contents of our website, www.buckinghamexploration.com.

Reports to Security Holders

Upon effectiveness of this Prospectus, we will be

We are subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent auditorsregistered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Description of Property

Our principal executive offices are provided to us at no cost by our President and CEO, and arecorporate office is located at Suite 502, 1978 Vine104 W. 29th Street, Vancouver, British Columbia., V6K 4S1.11th Floor, New York, NY 10001. Our telephone number is (604) 737 0203. We857-777-6190. The office space is shared with other companies and entrepreneurs and we pay $250$1,300 per month for the use of an additional facility for storage and meetings locatedthe space. We started to use the shared office in Burnaby, British Columbia. We also pay $900 per monthmid August, 2015 on a month-to-month basis with 30 day advance notice to maintain our office located at Suite 418- 831 Royal Gorge Blvd, Cañon City, Colorado 81212, from where we oversee our exploration activities.

High Park Uranium Property and High Park Trails Property (togethervacate the “High Park Claims”)

Location

The High Park Claims consists of 53 unpatented lode mining claims which include 42 claims in Teller County and 11 claims Freemont County, all located near Cañon City, Colorado, USA. We also have an option to purchase surface and mineral estates over 265 acres (the High Park Trails Property) subject to a net mineral returns royalty of 5% (with exploration rights during the option period). The High Park Trails Property adjoins our High Park Uranium Property in Teller County, Colorado. The area is located approximately 30 miles northwest of Canon City, Colorado. Each of the three sections is approximately 1 square mile in area.

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The project area is covered predominantly with sediments, gravel and cobble size material. Vegetation in the area consists of sage brush, assorted cacti, bristle cone pine trees and buffalo grass. The existing claims are accessible by a well maintained county road which crosses the North East ¼ of Section 25. Topography in the area consists of rolling hills to the north, south and west. To the east the claims go into rough canyon country and extend to elevations approximately 1,500 to 2,000 feet above the desert floor.

Figures 1 and 2: Location of the High Park Claims in Teller and Freemont Counties, Colorado.

FIGURE 2 (High Park and High Park Trails Claims—Teller and Freemont Counties)premise.

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Ownership Interest

On June 6, 2007 through our wholly owned subsidiary, Hyde Park Uranium Inc., we completed the purchase of 29 unpatented mining claims located in Teller County, Colorado (known as the High Park Uranium Property) from Pikes Peak Resources, Inc. pursuant to the purchase and sale agreement dated May 9, 2007.

On July 23, 2007 we entered into an exploration agreement with an option to purchase with Edwin S. Broussard III and Alice M. Broussard in relation to the High Park Trails Property in Teller County, Colorado. Pursuant to the terms of the agreement, we paid $100,000 on July 27, 2007 and also must make further payment of $2,900,000 at the end of a twelve month period to exercise the non-exclusive option to acquire the surface and mineral estates over 265 acres. During the option period we have full access to the property to conduct exploration and drill programs to ascertain whether we wish to exercise the option to purchase the property.

History of Operations

Prior to our acquisition of the High Park Claims, they were explored by Cyprus Mining Corporation and a total of 354 holes were drilled in the project area. Of these, 339 holes are located on section 25 of the property where uranium ore reserves have been partially delineated. Mineral trends are open ended and identified in at least five horizons within the project area related to braided stream channel deposits in the Tallahassee Creek Conglomerate. Fifteen holes were drilled in the North West corner of section 31, of which two holes contained U₃O₈ore grade intercepts at open pit depths. No holes have been drilled on section 30.

The initial project also included leased property in section 25, and state section 36, which is held by the Cotter Corporation. U3O8 ore reserves also exist on both of these properties and a test pit was opened on section 36 for pre-mining evaluation and test. The High Park Claims were to be mined and blended with ore from the Hansen Mine during milling operations. With the decline of the uranium industry in the early 1980’s, all projects were curtailed, and many properties, including the High Park Claims were relinquished and turned back to the original land holders. Since that time the claims have been maintained, and a comprehensive study of the area and date completed.

Present Condition of the Property and Current State of Exploration

In the 1970’s a small ore body was drilled on Section 25. The drilling contained approximately 354 holes. Mineral trends are open ended and identified in at least five horizons within the project area related to braided stream deposits in the Tallahassee Creek conglomerate.

In April 2006, we hired a geologist, Richard E. Schneider, to prepare a report evaluating the High Park Claims. Thereafter, we planned a two stage exploration program, of which we have completed the first step of the first phase and intend to carry out the remaining steps of the first phase and the second phase.

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On November 23, 2007 we completed a drill program on our High Park uranium property in Teller County, Colorado. The drilling at High Park seeks to extend the known mineralization of the High Park property by focusing on twinning holes previously reported by Cyprus Mining Corporation, and step out drilling of the adjacent High Park Trails Ranch recently optioned by us. Our completed drill program includes 37 holes with a collective depth of 6,651 feet. Samples have now been sent for assay and the data gathered will be computerized and evaluated. Computer modeling of the results will allow us to better understand the structure of the deposit and to generate new reserve calculations.

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Geology

The project area is part of the Tallahassee Creek Conglomerate of Oligocene age. Outcrops of the Oligocene Wall Mountain Tuff also occur throughout parts the unexplored areas. The Echo Park Formation of Eocene age also outcrops within the property on fairly steep slopes and in gullies.

Mineralization

The minerals occurring in the project area are autunite, uraninite, gummite and uranophane. To the east side of the property is a volcanic intrusive that has come up through the granites and rhyolites. It is estimated to be approximately 1,800 feet by 2,500 feet in area and Tertiary in age. Depth could go to several thousands of feet. The intrusive is radioactive. Mineralized trends are identified in at least five horizons within the project area. These are related to multiple braided stream channel deposits in the Tallahassee Creek Conglomerate, and possibly the Echo Park Formation. These channels cut into the underlying granites and rhyolites. The channel system is identified as having weathered medium to large granite boulders, volcanic tuff and smaller sand and gravels. The streams are further identified as containing small to large pieces of petrified palm wood and carbonized wood. The channels can range in width from several hundred feet to over a mile. The channels are Eocene in age and classified as being 35,000,000 years old.

Proteus Claims

Location

The Proteus Claims consist of 419 unpatented lode uranium mining claims, which include: 364 claims in Fremont County, 42 claims in Saguache County, 13 claims in San Juan County; all located near Cañon City, Colorado, USA. The claims are collectively known as the “Proteus Claims”. The claims are accessible by paved roads and tracks giving easy accessibility. Canon City is approximately an hour’s drive southwest of Colorado Springs and is home to the Cotter Corporation uranium mill. This mill suspended operation in 2001 and is currently in the process of refurbishment.

The Proteus Claims are grouped into six separate properties located near Cañon City, Colorado, USA. Each property consists of a varying number of uranium claims with each claim covering a land surface area of 20 acres. The claims are easily accessible by a number of paved roads and tracks. Cañon City is approximately an hour’s drive southwest of Colorado Springs and is home to the Cotter Corporation uranium mill. That mill suspended operation in 2001 and is currently in the process of refurbishment. Virtually all of the claims have been previously owned, drilledPatents, Trademarks, Franchises, Royalty Agreements or worked on by one of the major uranium companies that operated in the area during the last uranium boom that took place in the late 70s and early 80s. Those companies included Union Carbide, Cypress Mining, Urania, Westinghouse and Cotter Corporation. We have opened a field office in Cañon City staffed by a project manager and has engaged the services of several experienced consultants in the areas of geology, geop hysics, surveying and staking.

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Figures 3, 4, 5. 6: Location of the Proteus Claims in Freemont, Saguache, and San Juan Counties, Colorado.

FIGURE 4. (Proteus Claims—Freemont County (See “Barbara”, “Elk”, “Alpha, Beta Gamma”, and “Bob”)) Labor Contracts   FIGURE 5 (Proteus Claims—Saguache County) (See “Winner” ) FIGURE 6 (Proteus Claims—San Juan County)

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Ownership Interest

On January 22, 2008 our wholly owned Colorado subsidiary, Alpha Beta Uranium, acquired 419 unpatented lode mining claims located near Cañon City, Colorado, according to the assignment and assumption agreement with Proteus Mining Limited and Pikes Peak Energy LLC. Alpha Beta Uranium acquired 419 of the Proteus Claims, in consideration of one final installment of $15,000 and the payment of 3,000,000 restricted shares of our common stock to Proteus Mining. The assignment and assumption agreement replaces the option agreement between our company and Proteus Mining dated August 27, 2007 (the “Previous Agreement”). Under the Previous Agreement, we held an option to acquire 939 mining claims by making payments of $7,425,000 and issuing 2,000,000 common shares. As of January 20, 2008, we had made partial payments totaling $1,575,000 in respect of the option.

Alpha Beta Uranium is now entitled to have title transferred into its name, and has commenced procedures to transfer title. As of February 14, 2008, we have paid $1,575,000 in cash and 3,000,000 shares of our common stock toward the acquisition of the Proteus claims. Pursuant to the assignment and assumption agreement, Alpha Beta Uranium is also required to pay up to $2,000,000 to Proteus Mining on the successful outlining of mineral reserve milestones on the purchased claims, according to Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects) definitions.

History of Operations

Most of the Proteus Claims are located within close proximity (50 mile radius) of the Cotter uranium mill located in Cañon City. This mill suspended operation in 2001 and is currently in the process of refurbishment. It is anticipated that the mill will be opening again in early 2010. Virtually all of the claims have been previously owned, drilled or worked on by one of the major uranium companies that operated in the area during the last uranium boom that took place in the late 1970s and early 1980s. These companies include: Union Carbide, Cypress Mining, Urania, Westinghouse and Cotter Corporation.

Geology

The Proteus Claims focuses primarily on roll front uranium deposits hosted in Oligocene Tallahassee Creek Conglomerate, the Eocene Echo Park Formation and Wall Mountain Pass Formations. These formations represent fluvial and/or or alluvial deposits, laid down in palaeochannels. The palaeochannel sediments were deposited on older Precambrian granites. This area is in the same geological setting as the nearby Hansen ore-body.

Present Condition of the Property and Current State of Exploration

We have opened a field office in Cañno current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on City staffed by a project manageran ongoing basis.

Research and Development

We have engagednot spent any amounts on research and development activities to date and we do not anticipate that we will incur any expenses on research and development over the servicesnext 12 months.  Our planned expenditures on our operations are summarized under the section of several experienced consultants inthis registration statement entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Subsidiaries

The Company consolidates the areas of geology, geophysics, surveying and staking.following subsidiaries and/or entities:

All of the claims have been previously owned, drilled or worked on by one of the major uranium companies that operated in the area during the last uranium boom that took place in the late 70s and early 80s. Those companies included Union Carbide, Cypress Mining, Urania, Westinghouse and Cotter Corporation.

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As a result of the large number of claims comprising the Proteus Claims, we intend to carry out early stage geophysics, mapping and sampling, and drill programs on certain of the claims. Once sufficient knowledge of the claims is compiled, we intend to enter into joint-ventures or to seek funding in order to complete feasibility studies.

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In addition to the specific plan of operations for the individual claims, we also intend over the next 12 months, to continue to identify and stake other claims that were previously owned and partially developed by the major uranium companies in the 1970s. To date, a further 600 claims have been identified in the region of the Proteus Claims and we anticipate that staking will commence by the end of the fall. This will cost approximately $500,000 in staking costs and fees payable to the State of Colorado and Bureau of land Management (BLM).

Our overall planned exploration expenditures for the next twelve months (beginning March 2008) on our mineral properties, together with amounts we expect to spend on administrative costs are summarized as follows:

Glossary of Technical Terms

Legal ProceedingsAll inter-company balances and transactions have been eliminated.

Offices

We do not currently own any real estate of any kind.  Our executive offices are not awarelocated at 104 W. 29th Street, 11th Floor, New York, NY 10001.

Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.  Other than described herein, neither the Company, nor its officers or directors are involved in, or the subject of, any pending or threatened legal proceedings or governmental actions the outcome of which, involve usin management’s opinion, would be material to our financial condition or anyresults of our properties or subsidiaries.operations. 

On December 11, 2015, Hughes Media Law Group, Inc. filed a lawsuit against VNUE, Inc. in the Superior Court of King County, Washington, under case number15-2-30108-0. HMLG claims damages of $130,552.78 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement withVNUE Washington , for legal work performed by HMLG forVNUE Washington prior to the Merger. The Complaint sets forth no legal basis for a lawsuit against VNUE, Inc. (Nevada) and does not, in fact, sueVNUE Washington , HMLG’s former client. The Company believes that VNUE, Inc. (Nevada) is not the proper party for this lawsuit, and reserves all available defenses and counterclaims. Under Washington Superior Court rules, VNUE, Inc. (Nevada) if service of process takes place outside of Washington, a defendant has Sixty (60) days from the date on which it was served the Complaint, to file a response setting forth its defenses. The Company plans to defend the lawsuit and is consulting with Washington litigation counsel in preparation for filing a response.

Market for Common Equity and Related Stockholder Matters

Market Information

Our common stock

There is not traded on any exchange. Our common stock is quoted on OTC Bulletin Board, under the trading symbol “BUKX.OB”. Thea limited public market for our stockcommon shares.  Our common shares are quoted on the OTCMarkets under the symbol “VNUE”.  Trading in stocks quoted on the OTCMarkets is highly volatile.often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock. The OTC Bulletin Board

OTCMarkets securities are not listed andor traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin BoardOTCMarkets securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocksOTCMarkets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

The following table shows

Our common stock became eligible for quotation on the highOTCMarkets on November 18, 2013.  As of January 8, 2016, only a minimal amount of shares have traded on OTCMarkets and low prices ofthe market price for our common shares on the OTC Bulletin Board for three quarters since our common stock began to trade on OTC Bulletin Board on May 8, 2007. During May 2007, the highest priceis $0.040 per share.

Stockholders of our common stock on the OTC Bulletin Board was $0.70 per share and the lowest price was $0.30 per share. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:Our Common Shares

Holders

As of February 29, 2008January 8, 2016, there were 106approximately 194 holders of record of our common stock.

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DividendsRule 144 Shares

A person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securitiesprovided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions.  Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

·

1% of the total number of securities of the same class then outstanding, which will equal 6,409,131 shares as of the date of this prospectus; or

·

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

Provided , in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales must also comply with the manner of sale and notice provisions of Rule 144.

As of the date of this prospectus none of our shares are eligible for resale pursuant to Rule 144.

Stock Option Grants

To date, we have not paidgranted any stock options.

Registration Rights

As part of the Equity Purchase Agreement entered into with Tarpon, on June 15, 2015, the Company and Tarpon entered into a Registration Rights Agreement (the "Registration Agreement"). Under the terms of the Registration Agreement the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 120 days of June 15, 2015. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Tarpon may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Tarpon no longer owns any of the Shares.

We have not granted registration rights to any other persons other than Tarpon at this time.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

We would not be able to pay our debts as they become due in the usual course of business; or

2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, on our common shares and we do not expectplan to declare or pay any dividends on our common shares in the foreseeable future. Payment

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

Cautionary Statement Regarding Forward-Looking Information

The statements in this registration statement 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.

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 actual 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 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 quarterly report refer to US dollars unless otherwise indicated.

Overview

Following the Merger on May 29, 2015, we now carry on business as a live entertainment music service company which brings bands and fans together by capturing professional quality audio and video recordings of live performances and delivers the experience of a venue to your home and hand.

By streamlining the processes of curation, clearing, capturing, distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE captures content through its Front of House mobile application and provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing an artist to seamlessly deliver and sell their live performances directly to the fans who attend their shows. 

While VNUE is primarily being used in live music venues, we are also branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professional demonstrations and panel discussions, as well as action sports and much more.

Business Model Prior to the Merger

The Company was incorporated in the State of Nevada on April 4, 2006. Prior to the Merger, we were engaged in the acquisition and exploration of mineral properties since our inception. Under that prior business model, the Company did not generate any revenues and incurred losses since inception.

Effective April 10, 2013, the Company changed its name from Buckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada. On February 28, 2013, the Company acquired a 100% interest in Tierra Grande Resources, S.A.C. (“Tierra”), a company incorporated in Peru, in consideration for $10.

Prior to the Merger, the Company’s strategy had been to identify, acquire and advance assets that present near term cash-flow with the emphasis on creating early cash flow to enable the Company to consider other projects.

In July 2013, prior management entered into a Letter of Intent to acquire the Buldibuyo Gold Project in Peru, South America. The Company subsequently entered into an updated Letter of Intent to acquire the project in May 2014. It was the Company’s intention to acquire 100% of the gold project, which had produced high grade ore in the past, and had engaged in some due diligence to qualify expectations and timelines. However, despite the execution of the Letter of Intent and numerous attempts to accommodate the vendors, the vendors failed to deliver essential information to us required to conduct a thorough technical and legal due diligence on the project and associated holding companies and, accordingly, we terminated negotiations to acquire the project in July 2014.

The Merger on May 29, 2015 with VNUE, Inc.

As reported in the Form 8-K dated April 14, 2015, Tierra Grande Resources Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), on April 13, 2015 with VNUE, Inc., a company incorporated pursuant to the laws of the State of Washington (“VNUE”), and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”).

On April 30, 2015, the Company filed an 8-K announcing the extension of the deadline to close on the Merger Agreement until May 30, 2015.

On May 29, 2015, Vnue, Inc. (formerly Tierra Grande Resources Inc.) (“TGRI”) closed the Agreement and Plan of Merger (the “Merger Agreement”), initially entered into on April 13, 2015 with Vnue Washington and all of the stockholders of Vnue Washington.

Upon closing of the Merger Agreement a total of 507,629,872 shares of TGRI common stock were issued as follows: (i) all shares of Vnue Washington stock of any dividends will dependclass or series issued and outstanding immediately prior to the closing of the Merger Agreement were automatically converted into and exchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) an aggregate of 29,814,384 shares of TGRI common stock were issued to Matheau J. W. Stout, Esq. as payment for services performed prior to and in connection with the Merger. The number of TGRI common shares issued to Vnue Washington's stockholders for the acquisition of all shares of Vnue Washington represented approximately 79.0% of the issued and outstanding common stock immediately after the closing of the Merger Agreement. The board of directors and the members of the management of TGRI resigned and the board of directors and the member of the management of Vnue Washington became the board of directors and the member of the management of the combined entities upon future earnings, if any, ourclosing of the Merger Agreement.

As a result of the controlling financial condition,interest of the former stockholders of Vnue Washington, for financial statement reporting purposes, the merger between TGRI and Vnue Washington was treated as a reverse acquisition, with Vnue Washington deemed the accounting acquirer and TGRI deemed the accounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of Vnue Washington (the accounting acquirer) are carried forward to TGRI (the legal acquirer and the reporting entity) at their carrying value before the combinationand the equity structure (the number and type of equity interests issued) of Vnue Washingtonis being retroactively restated using the exchange ratio established in the Merger Agreement to reflect the number of shares of TGRI issued to effectuate the acquisition.  The number of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financial statements is determined by adding the number of common shares deemed issued and the issued equity interests of Vnue Washingtonimmediately prior to the business combination to the unredeemed shares and thefair value of TGRI determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure (the number and type of equity interests issued) in the consolidated financial statements immediately post the combination reflects the equity structure of TGRI, including the equity interests the legal parent issued to effect the combination ..

A copy of the Merger Agreement was attached as Exhibit 10.1 to the Company’s 8-K filed on April 14, 2015. The description of the Merger Agreement herein is qualified by the terms of the full text of the agreement attached thereto and the terms thereof are incorporated herein by reference.

Plan of Operations

The History of VNUE

VNUE was founded in August of 2013 with the vision of creating a collective network of connected venues that empower and assist bands, artist, and entertainers to monetize their performance (audio & video) in the venue using mobile technologies. VNUE has developed its business and technology in tandem to enter into deals with venues, artists and labels across the United States using this initial launch strategy. The collective venue network effect, whereby each deal makes the offer more compelling to other potential customers, has been a key driver of VNUE’s growth to date. The initial focus of the business in early 2014 as a YouTube certified company, to create a Multi-Channel Network (MCN) specifically focused on live streaming and monetization of content through the google display network..

On July 23, 2014, the Company entered into an Asset purchase agreement with Lively, LLC (the “Agreement”), whereby the Company acquired certain assets of Lively, LLC for a consideration of (i) payment of $150,000 and (ii) Preferred shares with a fair market value of $250,000 at the time of the issuance. Assets purchased included: a) software, inventions, customers, customer lists, development, documents and records, designs, claims, intellectual property rights, distribution rights and merchandising rights; b) all copyright, patents, trademarks, trade names, logos or service marks and other factorsintangible property and rights.

Since the Lively assets acquisition, VNUE has grown its platform, expanded into enabled venues and enhanced its platform offering to approve the monetization model and further evangelize the creation of the collective network of connected venues that empower artist to create content and monetize it.

Markets and Opportunity

There are over 400,000+ Indie bands performing in the US domestic market alone, and while a handful of them will get produced under a label even less will be big enough to attempt to utilize today’s current methods to capture and deliver live performance audio from a given show. Currently artist, bands and performers are missing a simple capture and immediately sell tool kit to deliver high quality audio and video to their fans for each of their live shows.

VNUE’s goal first and foremost is to empower artists - not only in serving their fans, but generating a monetary footprint which can foster the continued creation of their art which moves millions all over the world.

VNUE strategically aligns an economically viable in-house digital solution across during a golden era of live music. By creating a platform and connected network that is extremely complex and resource-intensive. Through a suite of applications and dashboard centered at the heart of the software platform, a connected network of partners, labels, publishers, right management, artist, bands and venues and a range of advanced 3rd party distributors, VNUE allows distribution of content to all types of digital and social focused sites as deemed relevant by our Boardwell as within its own sandbox, with a range of Directors.revenue models and centralized reporting that the artists, labels and publishers get to keep. By using the VNUE platform, artists can create, market and distribute their shows while creating new revenue streams. Fans are able to connect with their favorite performers in a new way, discover new performances and listen to and watch their live performances on their mobile devices, computer, gaming consoles, OTT services and connected TVs.

Equity Compensation Plans

Serving multiple customers on one platform enables VNUE to cost-effectively invest significant amounts in innovation to drive continuous product iterations that succeed the prior use case.

Monetization and Business Model

In today’s social media world, fans want to be able to immediately share with their friends the fact they were at the show and how great this unique individual show was that they just attended. Fans do not want to wait for a post-tour, live show CD to be produced from some other show on the tour months or years after the fact, they want it now. VNUE is the solution.

Artist, Industry executives, Labels, Music publishers and Venues will access VNUE’s solution as a service, through which they are able to benefit from a range of different revenue models to optimize the value of their live and on-demand content across a majority of digital ecosystems. The Company’s primary revenue model is to take a share of the revenue from sales of concerts, performances both audio and video or audio separately. In addition the revenue stream can also include an advertising or sponsorship component that was integrated into tours. This revenue share aligns business outcomes for all parties and means that costs are primarily baked into the software and delivery agent. Typical revenue shares are expected to range from 15-60 percent and vary based on the level of service allocated to each Artist, Label, Music publisher, venue and the scale of the business opportunity. Secondary revenue streams include fees for storage, usage, licensing and software upgrades (design or social ad distribution). VNUE’s revenue share is reported as net revenue (i.e. gross transaction revenues minus any revenue share due to third parties).

As a software-focused business, VNUE can take advantage of a single technology platform to continuously acquire users at low marginal cost leveraging artist promotion, in venue marketing and mobile notifications. Further automation and self-service tools are intended to allow VNUE to provide more advanced services to the industry and artist without adding significantly to the cost base or headcount.

VNUE delivers a technology suite to accompany the publishers that allows them to source, pull a wide swath of reports down to granular in venue streams and conversions. VNUE looks to commercialize the in venue sales components that is currently missing and expand these efforts globally and embed live and on-demand content from the VNUE Audience network efficiently and cost-effectively. These features, such as its real time audio sweating tools, are designed to significantly reduce the manual effort required to display music content and, therefore, increase the efficiency of content distribution and the revenue yield per performance sold.

License Agreement with Universal Music Corp.

On November 2, 2015, the Company entered into a License Agreement with Universal Music Corp. (“Universal”).

The License Agreement is effective September 8, 2015, and has a term of Two (2) Years from the Effective Date. Under the terms of the endLicense Agreement, Universal is granting to VNUE a non-exclusive, non-transferable, non-sublicensable license to create and distribute content using certain Universal compositions, more specified in the Grant of Right’s section of the most recent fiscal year on May 31, 2007 we did not have any equity compensation plans. On November 23, 2007, we filed a Form S-8 registration statementLicense Agreement.

The Company will then market and sell this content via the VNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section of the License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the Royalty Rates section of the License Agreement.

In accordance with the SECMinimum Guarantee provision of the License Agreement, the Company was required to registerpay Universal a minimum first year fee of Fifty Thousand Dollars ($50,000), which is due within 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the 2007 Non-Qualified Stock Plan and 2007 Non-Qualified Stock Option Plancommencement of the second year of the Term. The Company paid the minimum first year fee of Fifty Thousand Dollars ($50,000) to issue upUniversal on November 10, 2015.

Now that the Company has paid the minimum first year fee to 2,000,000 common shares and optionsUniversal, the Company’s plan is to purchase up to 2,000,000 sharescontinue raising capital through the sales of ourits common stock in order to our employees, executivescomplete the development of its VNUE Service. Once development of the VNUE Service is complete, the Company plans to concentrate on the marketing and consultants. Assales of February 29, 2008 we issued 25,000 stock purchase optionscontent created under our 2007 Non-Qualified Stock Option Plan.the Licensing Agreement with Universal, as well as identifying strategic opportunities with other music industry leaders.

Management’s Discussion and Analysis or Plan

Results of OperationOperations

The following discussion and analysis of our results of operations and financial condition for the nine months ended September 30, 2015 should be read in conjunction with our unaudited interim consolidated financial statements includingand related notes included in this report, as well as our consolidated financial statements of Vnue Washington for the year ended December 31, 2014 and notes thereto appearing elsewherecontained in this Prospectus. The discussionsVnue Inc.’s Current Report amendment No. 1 to Form 8-K as filed with the SEC. 

Nine months Ended September 30, 2015 Compared to Nine months Ended September 30, 2014

Cost of results, causes and trends should not be construedSales

Our cost of sales for the Nine-Months Ended September 30, 2015 amounted to imply any conclusion that these results or trends will necessarily continue into$265,880 compared to $55,950 for the future.Nine-Months Ended September 30, 2014.

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Forward Looking Statements

This Prospectus contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements”Acquisition-Related Costs

Our acquisition-related costs for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statementsthe Nine-Months Ended September 30, 2015 amounted to $819,105 compared to $0 for the Nine-Months Ended September 30 2014 in connection with the closing of the plans, strategies,Merger on May 29, 2015.

Salary and objectivescompensation

Our salary and compensation for the Nine-Months Ended September 30, 2015 amounted to $155,126 compared to $0 for the Nine-Months Ended September 30, 2014. The increase in salary and compensation to last year is primarily due to the fact that the Company started to hiring employees near the end of managementJune 2015 to commence operations.

Professional Fees

Our professional fee expenses for future operation; any statements concerning proposed new products,the Nine-Months Ended September 30, 2015 amounted to $244,742 compared to $71,017 for the Nine-Months Ended September 30, 2014. The increase in professional fees relative to last year is primarily due to fees for legal fees incurred byVNUE Washington prior to the Merger, and other legal, accounting and auditing services, or developments; any statements regarding future economic conditions or performance; statementsassociated with the Merger.

General and Administrative Expenses

Our general and administrative expenses for the Nine-Months Ended September 30, 2015 amounted to $181,878 compared to $24,930 for the Nine-Months Ended September 30, 2014. The increase in general and administrative expenses relative to last year is due primarily to expenses associated with the Merger.

Other (Income) Expenses, Net

We recorded net other expenses for the Nine-Months Ended September 30, 2015 of belief;$93,876 compared to $147,533 for the Nine-Months Ended September 30, 2014. The change in net other expenses was primarily due to the change in fair value of derivative liability, financing costs of $50,000 and any statementthe settlement of assumptions underlying anyclaims valued at $96,876.

Net Lossfrom operations

As a result of the foregoing. Such forward-looking statements are subjectforegoing cost of sales, acquisition-related costs, professional fees, general and administrative expenses, and other income, and as we have not yet generated significant revenues since our inception, our net loss for the Nine-Months Ended September 30, 2015 was $1,760,124, compared to inherent risksour net loss for the Nine-Months Ended September 30, 2014 of $299,310.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Cost of Sales

Our cost of sales for the Year Ended December 31, 2014 amounted to $97,735 compared to $0 for the Year Ended December 31, 2013.

Acquisition-Related Costs

Our acquisition-related costs for the Year Ended December 31, 2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Salary and uncertaintiescompensation

Our salary and actual results could differ materially compensation for the Year Ended December 31, 2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Professional Fees

Our professional fee expenses for the Year Ended December 31, 2014 amounted to $114,435 compared to $0 for the Year Ended December 31, 2013.

General and Administrative Expenses

Our general and administrative expenses for the Year Ended December 31, 2014 amounted to $32,584 compared to $0 for the Year Ended December 31, 2013.

Other (Income) Expense, Net

We recorded other income for the Year Ended December 31, 2014 of $141,391 compared to $0 for the Year Ended December 31, 2013. The change in net other income was primarily due to change in fair value of derivative liabilities and a debt discount.

Net Lossfrom those anticipated byoperations

As a result of the forward-looking statements.foregoing cost of sales, acquisition-related costs, professional fees, general and administrative expenses, and other income, and as we have not yet generated significant revenues since our inception, our net loss for the Year Ended December 31, 2014 was $385,924, compared to our net loss for the Year Ended December 31, 2013 of $0.

LiquidityResults of Operations

The following discussion and Capital Resourcesanalysis of our results of operations and financial condition for the nine months ended September 30, 2015 should be read in conjunction with our unaudited interim consolidated financial statements and related notes included in this report, as well as our consolidated financial statements of Vnue Washington for the year ended December 31, 2014 and notes thereto contained in Vnue Inc.’s Current Report amendment No. 1 to Form 8-K as filed with the SEC. 

Nine months Ended September 30, 2015 Compared to Nine months Ended September 30, 2014

Cost of Sales

Our cost of sales for the Nine-Months Ended September 30, 2015 amounted to $265,880 compared to $55,950 for the Nine-Months Ended September 30, 2014.

Acquisition-Related Costs

Our acquisition-related costs for the Nine-Months Ended September 30, 2015 amounted to $819,105 compared to $0 for the Nine-Months Ended September 30 2014 in connection with the closing of the Merger on May 29, 2015.

Salary and compensation

Our salary and compensation for the Nine-Months Ended September 30, 2015 amounted to $155,126 compared to $0 for the Nine-Months Ended September 30, 2014. The increase in salary and compensation to last year is primarily due to the fact that the Company started to hiring employees near the end of June 2015 to commence operations.

Professional Fees

Our professional fee expenses for the Nine-Months Ended September 30, 2015 amounted to $244,742 compared to $71,017 for the Nine-Months Ended September 30, 2014. The increase in professional fees relative to last year is primarily due to fees for legal fees incurred byVNUE Washington prior to the Merger, and other legal, accounting and auditing services, associated with the Merger.

General and Administrative Expenses

Our general and administrative expenses for the Nine-Months Ended September 30, 2015 amounted to $181,878 compared to $24,930 for the Nine-Months Ended September 30, 2014. The increase in general and administrative expenses relative to last year is due primarily to expenses associated with the Merger.

Other (Income) Expenses, Net

We recorded net other expenses for the Nine-Months Ended September 30, 2015 of $93,876 compared to $147,533 for the Nine-Months Ended September 30, 2014. The change in net other expenses was primarily due to the change in fair value of derivative liability, financing costs of $50,000 and the settlement of claims valued at $96,876.

Net Lossfrom operations

As a result of November 30, 2007, we had cashthe foregoing cost of $110,083 in our bank accountssales, acquisition-related costs, professional fees, general and a working capital surplus of $334,245. Our net loss per share was $0.07 for the six months ended November 30, 2007 compared to $0.01 for the same period in 2006.

Our net loss of $4,162,062 from April 4, 2006 (date of inception) to November 30, 2007 was mostly funded by a combination of private placementsadministrative expenses, and loans. From April 4, 2006 (date of inception) to November 30, 2007, we raised net proceeds of $3,449,425 in cash from the issuance of common stock, the majority of which $2,317,500 was raised in the six month period ended November 30, 2007. On February 19, 2007, we issued a promissory note in exchange for proceeds of $23,362 in the form of an unsecured loan, bearing interest at 1% per month with no repayment terms. During the period ended November 30, 2007, the noteother income, and accrued interest were repaid.

Since April 4, 2006 (date of inception) to February 29, 2008, we raised gross proceeds of $3,656,925 in cash from the sale of our securities.

We used net cash of $1,060,616 in operating activities compared to $53,908 for the six months ended November 30, 2006. And we used net cash of $1,560,263 in investing activities for the six months ended November 30, 2007 compared to no cash used in investing activities for the same period in 2006. We received net cash of $2,274,688 from financing activities for the six month period ended November 30, 2007 compared to $42,375 for the same period in 2006.

We expect that our total expenses will increase over the next year as we increase our business operations and seek additional mineral interests. We have not been able to reach the break-even pointyet generated significant revenues since our inception, and have had to rely on outside capital resources. We do not anticipate making any revenuesour net loss for the next year.

We estimate that over the next 12 months (beginning March 2008) we will spend approximately $9,475,000 in carrying outNine-Months Ended September 30, 2015 was $1,760,124, compared to our business plan, the details of which are outlined in more detail in the section entitled “Description of Property” above.

Of the $9,475,000 that we neednet loss for the next 12 months, we had $110,083 in cash asNine-Months Ended September 30, 2014 of November 30, 2007. In order$299,310.

Year Ended December 31, 2014 Compared to fully carry out our business plan, we need additional financingYear Ended December 31, 2013

Cost of approximately $9,364,917Sales

Our cost of sales for the next 12 months. In orderYear Ended December 31, 2014 amounted to improve our liquidity, we intend$97,735 compared to pursue additional equity financing from private placement sales of our equity securities or shareholders’ loans. We intend to negotiate with our management and consultants to pay parts of salaries and fees with stock and stock options instead of cash. We do not presently have sufficient financing to undertake our planned exploration program on our mineral properties. Issuances of additional shares will result in dilution to our existing shareholders.

We currently do not have any arrangements in place$0 for the completion of any further private placement financingsYear Ended December 31, 2013.

Acquisition-Related Costs

Our acquisition-related costs for the Year Ended December 31, 2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Salary and there is no assurance that we will be successful in completing any further private placement financings.compensation

If we are unableOur salary and compensation for the Year Ended December 31, 2014 amounted to achieve$0 compared to $0 for the necessary additional financing, then we planYear Ended December 31, 2013.

Professional Fees

Our professional fee expenses for the Year Ended December 31, 2014 amounted to reduce$114,435 compared to $0 for the amounts that we spend on our exploration activitiesYear Ended December 31, 2013.

General and Administrative Expenses

Our general and administrative expenses for the Year Ended December 31, 2014 amounted to $32,584 compared to $0 for the Year Ended December 31, 2013.

Other (Income) Expense, Net

We recorded other income for the Year Ended December 31, 2014 of $141,391 compared to $0 for the Year Ended December 31, 2013. The change in ordernet other income was primarily due to be withinchange in fair value of derivative liabilities and a debt discount.

Net Lossfrom operations

As a result of the amountforegoing cost of capital resources that are availablesales, acquisition-related costs, professional fees, general and administrative expenses, and other income, and as we have not yet generated significant revenues since our inception, our net loss for the Year Ended December 31, 2014 was $385,924, compared to us. Specifically, we anticipate that we would defer any drilling programs pending our obtaining additional financing.net loss for the Year Ended December 31, 2013 of $0.

Results of Operations

Lack of Revenues

We have earned no revenuesThe following discussion and have sustained operational losses since our inception on April 4, 2006 to November 30, 2007. As of November 30, 2007, we had an accumulated deficit of $4,162,062. We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future, as we are presently engaged in the explorationanalysis of our mineral properties. We may not generate significant revenues even ifresults of operations and financial condition for the nine months ended September 30, 2015 should be read in conjunction with our exploration program indicates that mineral deposits may exist on our mineral claims. We anticipate that we will incur substantial losses over the next two years.

41

At this time, our ability to generate any revenues continues to be uncertain. The auditor's report on our auditedunaudited interim consolidated financial statements and related notes included in this report, as well as our consolidated financial statements of Vnue Washington for the year ended December 31, 2014 and notes thereto contained in Vnue Inc.’s Current Report amendment No. 1 to Form 8-K as filed with the SEC. 

Nine months Ended September 30, 2015 Compared to Nine months Ended September 30, 2014

Cost of Sales

Our cost of sales for the Nine-Months Ended September 30, 2015 amounted to $265,880 compared to $55,950 for the Nine-Months Ended September 30, 2014.

Acquisition-Related Costs

Our acquisition-related costs for the Nine-Months Ended September 30, 2015 amounted to $819,105 compared to $0 for the Nine-Months Ended September 30 2014 in connection with the closing of the Merger on May 31, 200729, 2015.

Salary and 2006 contains an additional explanatory paragraph which identifies issuescompensation

Our salary and compensation for the Nine-Months Ended September 30, 2015 amounted to $155,126 compared to $0 for the Nine-Months Ended September 30, 2014. The increase in salary and compensation to last year is primarily due to the fact that raise substantial doubt about our abilitythe Company started to continue as a going concern. hiring employees near the end of June 2015 to commence operations.

Professional Fees

Our financial statements do not include any adjustment that might result fromprofessional fee expenses for the outcome of this uncertainty.Nine-Months Ended September 30, 2015 amounted to $244,742 compared to $71,017 for the Nine-Months Ended September 30, 2014. The increase in professional fees relative to last year is primarily due to fees for legal fees incurred byVNUE Washington prior to the Merger, and other legal, accounting and auditing services, associated with the Merger.

Expenses

From April 4, 2006 (date of inception) to November 30, 2007, our total expenses were $4,158,941. The major components of our expenses since inception consist of: $2,820,125 for impairment of mineral property costs;General and Administrative Expenses

Our general and administrative expenses of $786,313; mineral property costs of $336,044; professional fees of $208,495, and $7,964 in amortization. From April 4, 2006 (date of inception)for the Nine-Months Ended September 30, 2015 amounted to May 31, 2007, our total expenses were $1,669,438.$181,878 compared to $24,930 for the Nine-Months Ended September 30, 2014. The major components of our expenses since inception to May 31, 2007 consist of $1,345,125 for impairment of mineral property costs; general and administrative expenses of $228,400; professional fees of $93,521, and $2,392 in other mineral property costs. From April 4, 2006 (date of inception) to May 31, 2006, our total expenses were $6,416, because we started our operations only for less than two months. The major components of our expenses since inception to May 31, 2006 consist of $1,608increase in general and administrative expenses and $4,808 in professio nal fees.relative to last year is due primarily to expenses associated with the Merger.

Our total expenses increased $492,983 to $535,650 for the three months ended November 30, 2007 from $42,667 for the three months ended November 30, 2006. Our total expenses increased $2,205,853 to $2,489,503 for the six months ended November 30, 2007 from $283,650 for the six months ended November 30, 2006. The increase in total expenses was mainly due to our increased business activities and in particular our acquisition of additional mineral interests and related engagement of additional consultants. Since it has not been determined whether there are proven or probably reserves on our properties, we recognized impairment losses of mineral property acquisition costs. Our impairment of mineral property costs increased $1,275,000 to $1,475,000 for the six months ended November 30, 2007 from $200,000 for the six months ended November 30, 2006.

Our totalOther (Income) Expenses, Net

We recorded net other expenses for the year ended May 31, 2007 were $1,663,022 including $1,345,125 for impairmentNine-Months Ended September 30, 2015 of mineral property costs; $226,792 in general and administrative expenses; $88,713 in professional fees; and $2,392 in mineral property costs.

Due$93,876 compared to our acquisition of mineral interests, our mineral property costs correspondently increased $274,692 to $274,692$147,533 for the three months ended NovemberNine-Months Ended September 30, 2007 from $0 for the three months ended November 30, 2006 and increased $331,260 to $333,652 for the six months ended November 30, 2007 from $2,392 for the six months ended November 30, 2006.

Our professional fees consisted primarily of legal, accounting and auditing fees. Our professional fees increased $21,596 from $22,642 for the three months ended November 30, 2006 to $44,238 for the three months ended November 30, 2007. Our professional fees increased $66,907 from $48,067 for the six months ended November 30, 2006 to $114,974 for the six months ended November 30, 2007.2014. The increasechange in our professional fees was due to additional legal and auditing services provided.

Ournet other administrative expenses consist of amortization, consulting fees, foreign exchange loss, mineral property costs, transfer agent and filing fees, office supplies, travel expenses, rent, communication expenses (cellular, internet, fax and telephone), bank changes, advertising and promotion costs, office maintenance, courier and postage costs, and office equipment.

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Our other administrative costs increased $196,695 from $20,025 for the three months ended November 30, 2006 to $216,720 for the three months ended November 30, 2007. Our other administrative costs increased $532,686 from $33,191 for the six months ended November 30, 2006 to $565,877 for the six months ended November 30, 2007. The increase in other administrative costs was mainly due to our increased day to day operation activities.

Net Loss

For the year ended May 31, 2007 we incurred net loss of $1,663,949. For the three months ended November 30, 2007 we incurred net loss of $537,817 compared to $42,443 for the same period in 2006. For the six month ended November 30, 2007 we incurred net loss of $2,491,697 compared to $283,113 for the same period in 2006. From April 4, 2006 (date of inception) to May 31, 2007, we incurred an aggregate net loss of $1,670,365. For the period from inception on April 4, 2006 until May 31, 2006, we incurred net loss of $6,416.

For the period from inception on April 4, 2006 until November 30, 2007, we incurred net loss of $4,162,062. The net loss was primarily due to the impairmentchange in fair value of mineral propertyderivative liability, financing costs of $50,000 and mineral propertythe settlement of claims valued at $96,876.

Net Lossfrom operations

As a result of the foregoing cost of sales, acquisition-related costs, professional fees, general and administrative expenses, and other income, and as we have not yet generated significant revenues since our inception, our net loss for the Nine-Months Ended September 30, 2015 was $1,760,124, compared to our net loss for the Nine-Months Ended September 30, 2014 of $299,310.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Cost of Sales

Our cost of sales for the Year Ended December 31, 2014 amounted to $97,735 compared to $0 for the Year Ended December 31, 2013.

Acquisition-Related Costs

Our acquisition-related costs for the Year Ended December 31, 2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Salary and compensation

Our salary and compensation for the Year Ended December 31, 2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Professional Fees

Our professional fee expenses for the Year Ended December 31, 2014 amounted to $114,435 compared to $0 for the Year Ended December 31, 2013.

General and Administrative Expenses

Our general and administrative expenses for the Year Ended December 31, 2014 amounted to $32,584 compared to $0 for the Year Ended December 31, 2013.

Other (Income) Expense, Net

We recorded other income for the Year Ended December 31, 2014 of $141,391 compared to $0 for the Year Ended December 31, 2013. The change in net other income was primarily due to change in fair value of derivative liabilities and a debt discount.

Net Lossfrom operations

As a result of the foregoing cost of sales, acquisition-related costs, professional fees, general and administrative expenses, and other income, and as we have not yet generated significant revenues since our inception, our net loss for the Year Ended December 31, 2014 was $385,924, compared to our net loss for the Year Ended December 31, 2013 of $0.

Liquidity and Capital Resources

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

As of September 30, 2015, we had cash and cash equivalents of $35,009.

We had negative cash flow from operating activities of $583,337 for the Nine-Months Ended September 30, 2015, compared with negative cash flow from operating activities of $93,340 for the Nine-Months Ended September 30, 2014. The increase in negative cash flow for operating activities is due to costs associated with a new company that has not yet earned any revenues. the Merger, and reflects Company’s expanded operations under the VNUE business model, which resulted in significant payments to service providers and employees.

We expect to continue to incur losses over the next two years.

Inflation

The amounts presented in the financial statements do not providehad negative cash flow from investing activities of $52,037 for the effectNine-Months Ended September 30, 2015 due to an advance to a related party. We had negative cash flow from investing activities of inflation on our operations or financial position.$35,000 for the Nine-Months Ended September 30, 2014 due to the acquisition of intangible assets.

We had positive cash flow from financing activities of $670,337 for the Nine-Months Ended September 30, 2015 as compared to $128,340 for the Nine-Months Ended September 30, 2014. The net operating losses shown would be greater than reported ifcash flow from financing activities for the effectsNine-Months Ended September 30, 2015 was primarily due to $726,320 in proceeds from the issuance of inflation were reflected eithercommon shares. This $726,320 is offset by charging operations with amounts that represent replacement costs or by using other inflation adjustments.$14,983 in repayments to a stockholder and $41,000 in repayments of convertible notes payable during the same period. The cash flow from financing activities for the Nine-Months Ended September 30, 2014 was due to $42,340 in advances from a stockholder and $86,000 in proceeds from convertible notes payable.

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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that isare material to stockholders.

Going Concern

Our consolidated financial statements for the period ended September 30, 2015 have been prepared on a going concern basis and Note 3 to the financial statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have not generated significant revenues, have achieved losses since our inception, and rely upon the sale of our common stock and loans from related and other parties to fund our operations. We do not anticipate generating any revenues in the foreseeable future, and if we are unable to raise equity or secure alternative financing, we may not be able to pursue our plans and our business may fail.

Application of 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 we have prepared in accordance with U.S. generally accepted accounting principles issued by the FASB. 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 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.

Selected Financial Data

Not applicable.

Item 3.Quantitative and Qualitative Disclosures of Market Risk

Not applicable.

Item 4. Controls and Procedures

We carried out an evaluation required by the Securities Exchange Act of 1934 (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

During the most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes In and Disagreements with Accountants

Effective November 9, 2015, the Company engaged the firm of Li and Company, PC as the Independent Registered Public Accountant to Audit the Company’s financial statements for the remainder of the fiscal year ending December 31, 2015.

The decision to change accountants was approved by the Company’s Board of Directors based upon Li and Company’s prior engagement for the preparation of the financial statements contained in the Company’s 8-K/A dated November 4, 2015, which had been in progress since the reverse merger which closed on AccountingMay 29, 2015.

The engagement, effective November 9, 2015, of Li and Financial DisclosureCompany, PC as the new Independent Registered Public Accountant for the Company necessarily resulted in the termination or dismissal of the principal accountant which audited the Company’s financial statements prior to the reverse merger which closed on May 29, 2015, MALONEBAILEY, LLP.

Since inception, we

In accordance with the terms of the reverse merger, the Company’s fiscal year-end changed to December 31, 2015. During the Company’s two most recent fiscal years ended May 31, 2014 and May 31, 2013, and the subsequent interim period, there were no disagreements between the Company and MALONEBAILEY, LLP concerning any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to MALONEBAILEY, LLP’s satisfaction would have hadcaused them to make a reference to the subject matter of the disagreements in connection with their reports; there were no changesreportable events as described in or disagreements with our accountants. Our auditedItem 304(a)(1)(v) of Regulation S-K.

MALONEBAILEY, LLP’s report dated September 12, 2014 on the Company’s financial statements for the fiscal year ended May 31, 20072014 did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles.

The Company provided MALONEBAILEY, LLP with a copy of the foregoing disclosures and requested from MALONEBAILEY, LLP a letter addressed to the Commission stating whether MALONEBAILEY, LLP agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. MALONEBAILEY, LLP’s letter was attached as an exhibit to the Company’s 8-K Current Report dated November 9, 2015 as Exhibit 10.01.

We have been includedhad no disagreements with our accountants.

Available Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in this Prospectus in reliance upon Manning Elliott LLP, Independent Registeredthe offering, please refer to the registration statement and the exhibits and schedules thereto.  The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Accounting Firm, as experts in accountingReference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and auditing.other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

Directors, Executive Officers, Promoters and Control Persons

Directors

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and Officers

According toqualified.  The officers of our bylaws, the authorized numbercompany are appointed by our board of directors of the corporation shall be not less than one and no more than fifteenhold office until their death, resignation or removal from office.  Our directors and shall be set by resolution of the Board of Directors.executive officers, their ages, positions held, and duration as such, are as follows:

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The directors will serve as directors until our next annual shareholder meeting or until a successor is elected who accepts the position. Officers hold their positions at the will of the Board of Directors. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Christopher Robin Relph, Director,Matthew Carona, 31, CEO, President, CEO and CFODirector

Mr. Relph was our founder and has been our President, CEO, CFO and sole director since April 4, 2006. From May 2002 to April 2006, Mr. Relph's principal occupation was acting as the President of Garuda Capital Corp., a company in the businesses of mining and chocolate manufacturing, quoted under the symbol GRUA on the Pink Sheets. Also for the past five years, Mr. Relph has been the managing director of Buckingham Securities Ltd., an investment company in London, UK. As a former member of various international stock exchanges and the London Life Market, Mr. Relph has considerable experience in public companies affairs, fund raising and deal structuring. Mr. Relph is a director of Garuda Capital Corp., a public company. Mr. Relph is also Chairman of the Rigpa Foundation, a charitable trust.

Management and Consulting Agreements

We entered into a management agreement with Christopher Robin Relph on May 7, 2007 with effect from March 1, 2007 regarding Mr. Relph’s service as President, CEO and CFO. Pursuant to this agreement, Mr. Relph receives remuneration at the rate of $10,000 per month commencing March 1, 2007, payable at the beginning of each month, or accruing as a debt owing by us to Mr. Relph. In addition, Mr. Relph also received options to purchase 2,000,000 shares of our common stock at $0.10 per share until May 7, 2010. The compensation payable to Mr. Relph pursuant to the May 7, 2007 management agreement is reflected in the summary compensation table below.

Prior to his appointment as Chief Executive Officer and Director of the above mentioned agreement, we entered intoCompany, Matthew P. Carona was the co-founder and Chief Executive Officer of VNUE Inc. Matthew brings more than 8 years of experience in the ever-evolving landscape of digital music, media and global distribution. Prior to Co-founding VNUE, Matthew served as Chief Strategy Officer at Qello, the world's leading on-demand streaming service for full-length HD concert films and music, where he began in 2010. In 2008, Matthew’s immersion in digital media and product development came when he joined Billboard Magazine, the world’s most influential music media brand reaching key executives and tastemakers in and around the music business through its Magazine, Websites, Trade events and televised award shows, as their Event Sales Manager, Business Development of Mobile Products and Licensing. Prior to that, Matthew worked at Show Media , an interactive digital network, content production and outdoor advertising media company. Prior to Show Media he began his career at University Sports Publications in 2005 and then went on to start his first company, World Trade Publications in 2006.

Matthew has forged partnerships with wide variety of technology, music and digital media companies, including Apple, Amazon, AT&T, Motorola, Samsung, Sony, Google and more. Matthew received his B.A in Business Management from Western New England University in 2005.

Collin Howard, 46, CFO and Director

As an operations-savvy executive with more than 15 years in banking, Collin’s experience has resulted in the successful development of financial planning and analysis, business intelligence, integrated business partnerships and decision support from the ground up. Collin Howard joined VNUE, Inc. in 2014 as the Chief Financial Officer. Collin is focused on driving investment strategy and next generation partnerships on a management agreement dated April 5, 2006 with Mr. Relph regarding his servicesmultitude of financial matters including raising capital, acquisition, accounting, financial modeling and analysis. Prior to joining VNUE, Collin served as oura Vice President CEO and CFO. Pursuant to this agreement, Mr. Relph received remuneration at the rateToronto-Dominion Bank. Prior to his position with TD, Collin served as a Branch Manager at SunTrust Bank in 2006. He also served as a Business Development Officer for M&T Bank beginning in 2005. Before entering banking, Collin’s fascination with information technology and wireless services began when he joined TESSCO Technologies in 2000 as Credit Manager. Collin earned a Bachelor’s of $500 per month commencing April 5, 2006, payable at the beginningScience Degree in Business Management from University of each month.Phoenix in 2006.

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On August 27, 2007, we entered into a consulting agreement with Wingspan Foundation, pursuant to which Wingspan has agreed to provide us with certain operational, management, financial, and public relations consulting services. The services will be performed at our satellite office in Cañon City, Colorado. Pursuant to the consulting agreement, we will pay to Wingspan a monthly fee of $10,000. In addition to the monthly fee, we granted to Wingspan 1,000,000 options to purchase our common shares at a purchase price of $0.60 per share. The options will expire after August 27, 2009, or 30 days following the termination of the agreement, whichever is earlier. The term of the agreement is from June 1, 2007, until May 31, 2008, and is renewable for a period of one year if we provide written notice to Wingspan by April 30, 2008. The agreement may be terminated by either party upon 30 days written notice to the other.

On September 14, 2007 we entered into a consulting agreement with Max Klemm for operational and management services. Pursuant to the agreement, we are required to pay $2,500 per month, commencing September 17, 2007 and terminating on September 18, 2008 unless terminated by either party by providing one month advance notice. The agreement with Mr. Klemm is automatically renewable for a further period of six months. We also issued options to purchase 25,000 common shares exercisable at $1.00 per share to Mr. Klemm pursuant to our 2007 Non-Qualified Stock Option Plan.

Significant Employees

As of February 29, 2008, we have no part time or full time employees. Our director, President, CEO and CFO, Christopher Robin Relph, works part time as an independent contractor and works in the areas of business development and management. He currently contributes approximately 35 hours per week to us. We currently engage independent contractors in the areas of accounting, geological, legal, consulting, marketing, management, accounting, bookkeeping and other services.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

No officer, directors or persons nominated for such positions.

No Legal Proceedings

No officer, director, or person nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management.

No director, executive officer, promoter or control person has been involvedthe last ten years in any of the following events during the past five years:following:

• any

  -

  Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

• any-

  Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

• being-

  Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; orand

• being-

  Being found by a court of competent jurisdiction (in a civil action), the SECCommission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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The functions of the Audit Committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee. Our Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

Code of Ethics

We have presently not adopted a code of ethics due to the fact that we are in the early stage of our operations. We intend to adopt a code of ethics within the next year.

Executive Compensation

The following Summary Compensation Table sets forth the total annual compensation paid or accrued by us to or for the account of the Chief Executive Officers who held this position during fiscal 2006 and 2007 and each other executive officer whose total cash compensation exceeds $100,000:

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for Directors and Officersthe fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the latest fiscal year ended _______________________.____________________. 

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Our director did not receive any compensation for his service as a director during the period from inception (April 4, 2006) to November 30, 2007.

Stock Option Grants in Last Fiscal Year

Options were granted in the last fiscal year to our executive officer as listed in the below table.

Our sole director did not receive any compensation for his service as a director during the period from inception (April 4, 2006) to November 30, 2007.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuantnot granted any stock options to which cash or non-cash compensation is or may be paid to our directors orthe executive officers except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.since our inception.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.Consulting Agreements

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table setstables set forth the ownership, as of February 29, 2008,the date of this Prospectus, of our common stock by our director, and by our executive officer and director as a group, and by each person known by us to us who isbe the beneficial owner of more than 5% of any classour outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our securities. As of February 29, 2008, there were 43,432,250 common shares issued and outstanding. Allknowledge, the persons named have sole voting and investment power with respect to thesuch shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The numberinformation presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.  Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares described below includes sharesthe power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.  A person is deemed to own beneficially any security as to which the beneficial owner describedsuch person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right.  More than one person may be deemed to be a beneficial owner of the same securities.  The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of this Prospectus.

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Changes In Control

There are currently no arrangementsshares beneficially owned by such person, which would result in a change in controlincludes the number of us.

Director Independence

Our securities are quoted onshares as to which such person has the OTC Bulletin Board which does not have any director independence requirements.

Robin Relph is our sole director and officer and as such does not meet anyright to acquire voting or investment power within 60 days, by the sum of the definitionsnumber of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days.  Consequently, the denominator used for independent directors. Oncecalculating such percentage may be different for each beneficial owner.  Except as otherwise indicated below, we engage further directorsbelieve that the beneficial owners of our common stock listed below have sole voting and officers, we will develop a definitioninvestment power with respect to the shares shown.  The mailing address for all persons is at 104 W. 29th Street, 11th Floor, New York, NY 10001�� 

This table is based upon information derived from our stock records.  The shareholder named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.  Applicable percentages are based upon 640,913,164 shares of independence and scrutinize our Boardcommon stock outstanding as of Directors with regard to this definition.January 8, 2016. 

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Certain Relationships and Related Transactions

During

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the year ended May 31, 2007, we incurred $34,500 (2006 - $1,000) for management services providedextent permitted by Christopher Robin Relph, our director, President, CEOlaw, the Articles or these Bylaws, and CFO. Duringshall indemnify and advance litigation expenses to its directors, officers, employees and agents to the six months ended November 30, 2007, we incurred $60,000 for management services providedextent required by Christopher Robin Relph. On May 7, 2007, we granted 2,000,000 stocklaw, the Articles or these Bylaws.  The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim.  The Corporation may, to the extent permitted by law, purchase options to Christopher Robin Relph.

As at May 31, 2007, we are indebted to Christopher Robin Relph for $10,172 (2006 - $6,089), representing cash proceeds and expenses paidmaintain insurance on behalf of us. During the six months ended November 30, 2007, we advanced Christopher Robin Relph $5,778, representingan individual who is or was a deposit on travel expenses paid. These amounts are unsecured, non-interest bearing, and have no repayment terms.

During the nine month period ended February 28, 2007, we received a $46,525 unsecured loan from Cocotropolis Inc., of which Christopher Robin Relph is a director, bearing interest at 1% per month. We repaid $21,533 as at February 29, 2007, and as of November 30, 2007 the balance of $25,842 was paid. We paid total interest expenses of $137.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5%officer, employee or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1%agent of the total assets for the last two fiscal year.Corporation. 

Disclosure of Commission Position onof Indemnification offor Securities Act Liabilities

Under our Articles of Incorporation

Our officers and bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceedingdirectors are indemnified as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permittedprovided by the lawsNevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the State of Nevada.

RegardingSecurities and Exchange Commission indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the SEC, indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction.  We will then be governed by the court's decision. 

Vnue, Inc.

December 31, 2014

Index to the Consolidated Financial Statements

Our fiscal year end is May 31. We will provide audited financial statements to our stockholders on an annual basis. Our consolidated audited financial statements for the fiscal years ended May 31, 2007 and 2006 and unaudited consolidated financial statements for the period ended November 30, 2007 follow beginning at 50.

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