Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Dec. 04, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | VNUE, Inc. | |
Entity Central Index Key | 1,376,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | VNUE | |
Entity Common Stock, Shares Outstanding | 639,806,112 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 125,251 | $ 46 |
Prepaid expenses | 187,370 | 0 |
Advances to related party | 52,037 | 0 |
Total current assets | 364,658 | 46 |
Intangible Assets | ||
Intangible assets | 354,000 | 354,000 |
Accumulated amortization | (17,700) | (5,900) |
Intangible assets , net | 336,300 | 348,100 |
Total assets | 700,958 | 348,146 |
Current Liabilities | ||
Accounts payable | 96,240 | 105,943 |
Accrued expense | 2,186 | 0 |
Note payable | 50,000 | 0 |
Total current liabilities | 148,426 | 105,943 |
Long-Term Liabilities | ||
Advances from stockholders | 24,745 | 86,736 |
Convertible notes payable, net | 21,639 | 21,643 |
Derivative liabilities | 96,451 | 215,748 |
Total long-term liabilities | 142,835 | 324,127 |
Total liabilities | $ 291,261 | $ 430,070 |
Commitment and contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred stock par value $0.0001: 20,000,000 shares authorized; 0 and 7,425,370 shares issued and outstanding, respectively | $ 0 | $ 743 |
Common stock par value $0.0001: 750,000,000 shares authorized; 639,496,220 and 445,408,977 shares issued and outstanding, respectively | 63,950 | 44,541 |
Additional paid-in capital | 1,548,466 | (75,827) |
Accumulated deficit | (1,202,719) | (51,381) |
Total Stockholders' Equity (Deficit) | 409,697 | (81,924) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 700,958 | $ 348,146 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 7,425,370 |
Preferred Stock, Shares Outstanding | 0 | 7,425,370 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 639,496,220 | 445,408,977 |
Common Stock, Shares, Outstanding | 639,496,220 | 445,408,977 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Sales | $ 126 | $ 0 | $ 236 | $ 0 |
Cost of sales | 154,423 | 0 | 178,390 | 19,230 |
Gross margin | (154,297) | 0 | (178,154) | (19,230) |
Operating expenses | ||||
Acquisition-related costs | 819,105 | 0 | 819,105 | 0 |
Professional fees | 104,435 | 0 | 137,980 | 12,594 |
General and administrative | 32,540 | 72 | 42,214 | 24,775 |
Total operating expenses | 956,080 | 72 | 999,299 | 37,369 |
Loss from Operations | (1,110,377) | (72) | (1,177,453) | (56,599) |
Other (income) expenses | ||||
Change in fair value of derivative liability | (25,809) | 0 | (119,297) | 0 |
Financing cost | 0 | 0 | 50,000 | 0 |
Debt discount | 23,201 | 0 | 40,996 | 0 |
Interest expense | 2,186 | 0 | 2,186 | 0 |
Other (income) expenses, net | (422) | 0 | (26,115) | 0 |
Loss before income tax provision | (1,109,955) | (72) | (1,151,338) | (56,599) |
Income tax provision | 0 | 0 | 0 | 0 |
Net loss | $ (1,109,955) | $ (72) | $ (1,151,338) | $ (56,599) |
Earnings per share | ||||
- Basic and Diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding | ||||
- Basic and Diluted (in shares) | 518,901,465 | 445,408,977 | 483,102,290 | 445,408,977 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Members' Capital and Stockholders' Equity (Deficit) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Member Units [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2013 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2013 | 0 | 0 | ||||
Members' contributions | 100,000 | 100,000 | ||||
Founders' shares issued | 0 | $ 43,483 | (43,483) | 0 | ||
Founders' shares issued (in shares) | 434,827,877 | |||||
Shares issued for membership transfer | 0 | $ 1,058 | (100,000) | 98,942 | ||
Shares issued for membership transfer (in shares) | 10,581,100 | |||||
Issuance of preferred shares for the acquisition of intangible assets on July 23, 2014 | 204,000 | $ 743 | 203,257 | |||
Issuance of preferred shares for the acquisition of intangible assets on July 23, 2014 (in shares) | 7,425,370 | |||||
Net loss for the period from January 1, 2014 through December 2, 2014 | (334,543) | (334,543) | ||||
Reclassification of accumulated deficit as of December 2, 2014 to additional paid-in capital | 0 | (334,543) | 334,543 | |||
Net loss | (51,381) | (51,381) | ||||
Ending Balance at Dec. 31, 2014 | (81,924) | $ 743 | $ 44,541 | 0 | (75,827) | (51,381) |
Ending Balance (in shares) at Dec. 31, 2014 | 7,425,370 | 445,408,977 | ||||
Common shares issued for cash during quarter ended March 31, 2015 | 110,000 | $ 400 | 109,600 | |||
Common shares issued for cash during quarter ended March 31, 2015 (in shares) | 4,003,832 | |||||
Common shares issued for cash during the period from April 1, 2015 thru May 28, 2015 | 576,320 | $ 2,098 | 574,222 | |||
Common shares issued for cash during the period from April 1, 2015 thru May 28, 2015 (in shares) | 20,977,309 | |||||
Common shares issued for conversion of preferred shares | 0 | $ (743) | $ 743 | |||
Common shares issued for conversion of preferred shares (in shares) | (7,425,370) | 7,425,370 | ||||
Reverse acquisition adjustment on May 29, 2015 | 164 | $ 12,687 | (12,523) | |||
Reverse acquisition adjustment on May 29, 2015 (in shares) | 126,866,348 | |||||
Shares issued for acquisition-related costs on May 29, 2015 | 819,105 | $ 2,981 | 816,124 | |||
Shares issued for acquisition-related costs on May 29, 2015 (in shares) | 29,814,384 | |||||
Shares issued for 3rd party consulting services on June 29, 2015 | 137,370 | $ 500 | 136,870 | |||
Shares issued for 3rd party consulting services on June 29, 2015 (in shares) | 5,000,000 | |||||
Net loss | (1,151,338) | (1,151,338) | ||||
Ending Balance at Jun. 30, 2015 | $ 409,697 | $ 0 | $ 63,950 | $ 0 | $ 1,548,466 | $ (1,202,719) |
Ending Balance (in shares) at Jun. 30, 2015 | 0 | 639,496,220 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,151,338) | $ (56,599) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 11,800 | 0 |
Change in fair value of derivative liability | (119,297) | 0 |
Note issued for financing cost | 50,000 | 0 |
Debt discount | 40,996 | 0 |
Shares issued for acquisition-related costs | 819,105 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expense | (50,000) | 0 |
Accounts payable | (9,539) | 25 |
Accrued expense | 2,186 | 0 |
Net Cash Used in Operating Activities | (406,087) | (56,574) |
Cash Flows from Investing Activities | ||
Advances to related party | (52,037) | 0 |
Net cash used in Investing Activities | (52,037) | 0 |
Cash Flows from Financing Activities | ||
Advances from (repayment to) stockholder | (61,991) | 56,574 |
Repayment of convertible notes payable | (41,000) | 0 |
Proceeds from issuance of common shares | 686,320 | 0 |
Net Cash Provided by Financing Activities | 583,329 | 56,574 |
Net Change in Cash | 125,205 | 0 |
Cash - beginning of the reporting period | 46 | 0 |
Cash - end of the reporting period | 125,251 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 0 |
Income tax paid | 0 | 0 |
Non-cash Financing and Investing Activities | ||
Fully-vested, non-forfeitable shares issued to 3rd party for future services | $ 137,370 | $ 0 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Note 1 - Organization and Operations Vnue, Inc. (formerly Tierra Grande Resources, Inc.) Vnue, Inc. (formerly Tierra Grande Resources, Inc.) ("VNUE", "TGRI" April 4, 2006 Vnue Washington and Consolidated Entities Vnue, LLC Vnue LLC ("Vnue LLC" or “Predecessor”) is a limited liability company organized under the laws of the State of Delaware on August 1, 2013 which began operations in January 2014. On December 3, 2014, Vnue LLC filed a certificate of merger and merged into VNUE Washington with VNUE Washington as the surviving corporation. VNUE LLC offers a technology driven solution for Artist, Venues and Festivals to automate the capturing, publishing and monetization of the content. Vnue, Inc. VNUE, Inc. ("VNUE Washington") was incorporated on October 16, 2014 under the laws of the State of Washington for the sole purpose of acquiring all of the membership interests of the Predecessor. On December 3, 2014, the Company issued an aggregate of 7,800,001 The Company applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB Topic 4B”) issued by the United States Securities and Exchange Commission (the “SEC”), by reclassifying the Predecessor’s accumulated deficit of $ 334,543 The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of the date of the incorporation of the Predecessor. Vnue Technology Inc. Vnue Technology Inc. ("Vnue Tech") was incorporated under the laws of the State of Washington on October 16, 2014 90 10 Vnue Media Inc. Vnue Media Inc. ("Vnue Media") was incorporated under the laws of the State of Washington on October 16, 2014 89 11 Acquisition of Vnue Washington Treated as a Reverse Acquisition On May 29, 2015, Vnue, Inc. (formerly Tierra Grande Resources Inc.) (the “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 class 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 closing of the Merger Agreement. As a result of the controlling 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 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 combination and the equity structure (the number and type of equity interests issued) of Vnue Washington is 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 Washington immediately prior to the business combination to the unredeemed shares and the fair value |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices [Text Block] | Note 2 - Significant and Critical Accounting Policies and Practices The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. The unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the 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. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern : Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business ; (ii) Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events . (iii) Valuation allowance for deferred tax assets : Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carryforwards for Federal income tax purposes that may be offset against future taxable income was considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are recorded as a deferred tax benefit. Management made this assumption based on its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. (iv) Estimates and assumptions used in valuation of derivative liabilities and equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities, share options and similar instruments. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Identification of the Accounting Acquirer The Company considers factors in ASC paragraphs 805-10-55-10 through 55-15 in identifying accounting acquirer. The Company uses the existence of a controlling financial interest to identify the acquirerthe entity that obtains control of the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following: a. The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities. b. The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity. c. The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. d. The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity. e. The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the pre-combination fair value Pursuant to ASC Paragraph 805-40-05-2 as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity. In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired. However, application of the guidance in paragraphs 805-10-55-11 through 55-15 results in identifying: a. The public entity as the acquiree acquirer Measuring the Consideration Transferred and Non-controlling Interest Pursuant to ASC Paragraphs 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree acquisition-date fair value Acquisition-Related Costs Pursuant to FASB ASC Paragraph 805-10-25-23 acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. The acquirer shall account for acquisition related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities shall be recognized in accordance with other applicable GAAP. Presentation of Consolidated Financial Statements Post Reverse Acquisition Pursuant to ASC Paragraphs 805-40-45-1 and 45-2 consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The consolidated financial statements reflect all of the following: a. The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts. b. The assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 "business combinations" fair value non-controlling interest Pursuant to ASC Paragraphs 805-40-45-4 and 45-5 In calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: a. The number of common shares outstanding from the beginning of that period to the acquisition date The Company applies the guidance of Topic 810 “Consolidation” Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest Vnue Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % Vnue Inc. (Vnue Washington) The State of Washington October 16, 2014 100 % Vnue LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Vnue Technology Inc. The State of Washington October 16, 2014 90 % Vnue Media Inc. The State of Washington October 16, 2014 89 % The consolidated financial statements include the accounts of the subsidiaries/entities as of reporting periods end date and for the reporting periods then ended from their respective dates of incorporation/formation, acquisition or disposition. All inter-company balances and transactions have been eliminated. The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair value because of the short maturity of this instrument. The Company’s convertible notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2015 and December 31, 2014. The Company’s Level 3 financial liabilities consist of the derivative financial instruments for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a Monte Carlo model, with the assistance of a valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Level 3 Financial Liabilities Derivative Financial Instruments The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at the end of every reporting period and recognizes gains or losses in the Statements of Operations that are attributable to the change in the fair value of the derivative liability. The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over or their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of legal lives of the respective assets as follows: Estimated Useful Life (Years) Intangible assets 15 Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. The Company allocates the proceeds received from convertible debt instruments between the liability component and equity component, and records the conversion feature as a liability in accordance with subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”). The conversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, have been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The conversion liability is marked to market each reporting period with the resulting gains or losses shown in the Statement of Operations. The Company has also recorded the resulting discount on debt related to the conversion features and amortizes the discount using the effective interest rate method over the life of the debt instruments. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company marks to market the fair value of the remaining embedded derivative conversion features at each balance sheet date and records the change in the fair value of the remaining embedded derivative conversion features as other income or expense in the consolidated statements of operations. The Company utilizes the Monte Carlo model that values the liability of the derivative conversion feature based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. Black-Scholes valuation does not consider all of the terms of the instrument which may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Monte Carlo model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the conversion features. The Monte Carlo model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the conversion features. The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 8251015, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interest in its majority-owned subsidiaries and controlled entities in the consolidated balance sheets within the equity section, separately from the Company’s stockholders’ equity. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries and controlled entities. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC paragraphs 505-50-25-6 through 505-50-25-8 a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services are received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services. Nevertheless, the goods or services themselves are not recognized before they are received. If fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). An entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. Pursuant to Paragraph 505-50-25-9 a recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date sh |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 - Going Concern The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit at June 30, 2015, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Currently, management is focused on the development of VNUE’s platform, raising capital, and signing contracts with select music industry leaders. The Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to continually increase its customer base and realize increased revenues from recently signed contracts. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 4 Intangible Assets Entry into an Asset Purchase Agreement 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 consideration of (i) cash 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 intangible property and rights. Consideration of the Asset Purchase Agreement The Company issued 133,334 preferred shares of Vnue Washington to Lively LLC to satisfy the consideration (ii) for the acquisition of the intangible assets which were valued at $1.53 per share, the most recent PPM price per common share from the subsequent sale of Vnue Washington's common stock as a Vnue Washington's preferred share is convertible to a common share on a 1 to 1 basis and the business has not changed between July 2014, the date of acquisition of the assets and April 2015, the date of the equity financing. The Company recorded the intangible assets of $354,000 including (i) $150,000 in cash and (ii) $204,000 in Vnue Washington's preferred shares. Impairment Testing and Amortization Expense (i) Impairment Testing The Company acquired the intangible assets in July 2014 and is in the process of developing the technology for its commercial operations and the management of the Company determined that there was no impairment of such assets at December 31, 2014. No events or changes in circumstances have occurred through June 30, 2015 to indicate that its carrying amount may not be recoverable. (ii) Amortization Expense Amortization expense was $11,800 and $0 for the reporting period ended June 30, 2015 and 2014, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions Related parties Related Parties Relationship Related Party Transactions Business Purpose of transactions Management and significant stockholders Matthew Carona President, CEO and significant shareholder (i) Advances/Repayments (i) Working capital Collin Howard CFO (i) Note payable/Repayments (i) Working capital Chris Mann Significant shareholder (i) Notes payable/Repayments (i) Working capital Lou Mann (*) Father of Mr. Chris Mann None N/A Entities Broadcasting Institute of Maryland ("BIM") An entity controlled by Lou Mann (i) Advances to BIM (i) planned collaboration (*) Mr. Lou Mann resigned as President and Director of the Company on August 26, 2015. Advances from President, CEO and Significant Stockholder From time to time, President, CEO and significant stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. Convertible Notes Payable to the Officers and Directors The Company issued convertible notes to the Officers and Directors of the Company for working capital purpose with 0 36 Advances to BIM The Company advanced $ 52,037 21,885,591 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Notes Payable [Member] | |
Debt Disclosure [Text Block] | Note 6 Convertible Notes Payable June 30, 2015 December 31, 2014 On August 14, 2014 and August 20, 2014 the Company issued three convertible notes to three note holders in the principal amount of $5,000, $10,000 and $10,000 with interest at 10% per annum. Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. $ 25,000 $ 25,000 On August 31, 2014, the Company issued a convertible note to the CFO bearing 0% interest in the amount of $15,000. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $13,500 of the note during the six months ended June 30, 2015. 1,500 15,000 Two convertible notes with a director bearing 0% interest were issued on August 31, 2014 in the amounts of $35,000 and $21,000, respectively. Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $27,500 of the note during the six months ended June 30, 2015. 28,500 56,000 Face amount 55,000 96,000 Discount representing the derivative liability on conversion features (55,000) (96,000) Accumulated amortization of discount of convertible notes payable (*) 21,639 21,643 Remaining discount (33,361) (74,357) Convertible notes payable, net $ 21,639 $ 21,643 (*) The discount is being amortized using the effective interest rate method over the life of the debt instruments. |
Derivative Instruments and the
Derivative Instruments and the Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 7 Derivative Instruments and the Fair Value of Financial Instruments In August of 2014, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Holders”) for an aggregate of $ 96,000 Under the Agreements, the holders of the Convertible Promissory Notes have the following terms and conditions: 1. If not previously converted, all outstanding principal and accrued interest under a given Note will be due and payable on demand by the Holder at any time after the earlier of (i) 36 2. The Notes accrue interest at a rate of 0 10 3. The Note is convertible as follows: (a) If the Note is converted upon the Next Equity Financing, shares of the same class of stock issued to investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, shares of common stock of the Company; or (c) if the Note is converted as part of a Maturity Conversion, units of Class A limited liability company membership interest ("Class A Units"). an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing 5. If the Next Equity Financing or a Corporate Transaction has not occurred on or before the Maturity Date, and the Note has not been repaid in full, the outstanding balance will, at the Holder's election, be (a) due and payable in full or (b) converted into Conversion Security. Valuation of Derivative Financial Instruments (1) Valuation Methodology The Company has utilized a third party valuation consultant to assist the Company to fair value the derivative financial instruments. The company uses Monte Carlo models that value the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash or stock) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and constant volatility. The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of derivative is derived from path dependent scenarios and outcomes. The features in the Notes that were analyzed and incorporated into the model included the conversion adjustable conversion price redemption provisions The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, and timing and pricing of reset events over the remaining term of the note based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability for that simulation. For each valuation, 10,000 simulations were run and the results were averaged to determine the derivative liability as of the date of each valuation. (2) Valuation Assumptions The convertible notes were valued at issuance (potentially convertible if a financing event occurred in the period) and also at the quarterly periods with the following assumptions: - The stock price was based on the Private Placement dated January 1, 2015 which raised $ 686,320 1.53 9,491,961 477,815,488 0.0304 - The stock projections are based on the comparable company annual volatilities for each date. These volatilities were in the 120 130 1 year 1 year 12/31/14 119 % 5/4/15 131 % 2/9/15 120 % 5/29/15 130 % 3/31/15 122 % 6/30/15 130 % 4/27/15 128 % 6/30/15 130 % -The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and an constant volatility, starting with the $ 0.03 -The public market price of $ 0.02 - An event of default would not occur during the remaining term of the note; - Conversion of the notes to stock would occur only at maturity if the Note was in the money and a reset event had occurred - either the Next Financing or Corporate Transaction; - Redemption would have no derivative value since no penalty or interest rate adjustment exist in these Notes; - Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. -The Note is convertible as follows: (a) if the Note is converted upon the Next Equity Financing Corporate Transaction Maturity Conversion - The Note Conversion Price is based on the following: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing price per share derived by dividing a "pre- money" valuation of $8,000,000 by the number of shares a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units/shares (restricted and non-restricted) outstanding prior to such conversion - If the Next Equity Financing or a Corporate Transaction has not occurred on or before the Maturity Date, and the Note has not been repaid in full, the outstanding balance will, at the Holder's election, be (a) due and payable in full or (b) converted into Conversion Security. The conversion price adjustments from the Next Financing and Corporate Transaction (the IPO/Reverse Merger on May 29, 2015) and cash requirements since the IPO are: As a result of the reverse merger and Corporate Transaction with Tierra Grande Resources Inc. (TGRI stock symbol), 634,345,251 As of May 29, 2015 the conversion price assuming an $ 8 634,345,251 0.01261 The Company has no further projected financings in the form of private placements. As of June 30, 2015 and December 31, 2014, the estimated fair value of derivative liabilities on convertible notes was $ 96,451 215,748 Balance at January 1, 2015 $ (215,748) To record derivative liabilities as debt discount Change in fair value of derivative liabilities 59,639 Settlement of derivative liability due to repayments of related notes 59,658 Balance at June 30, 2015 $ (96,451) |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2015 | |
Notes Payable, Other Payables [Member] | |
Debt Disclosure [Text Block] | Note 8 Note Payable On June 15, 2015, as a condition for the execution of the Equity Purchase Agreement by Tarpon, the Company issued a Promissory Note to Tarpon in the principal amount of $ 50,000 10 December 31, 2015 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 9 Commitment and Contingencies Graphic Design Service Agreement with Flint On May 1, 2015, the Company entered into a graphic design service agreement with Flint (the "Consultant") for a period of one year starting on May 1, 2015. Under the Agreement, the Company engaged the Consultant as an independent contractor to provide graphic design services. The Company will compensate the Consultant $ 16,000 For the quarter ended June 30, 2015 the Company recorded $ 32,100 Consulting Agreement with 2 Doors Management Prior to May 5, 2015 2 Doors Management provided certain consulting services to the Company on as needed basis without a written agreement. On May 5, 2015, the Company entered into a consulting agreement with 2 Doors Management (the "Consultant") for a minimum period of 12 months starting on May 5, 2015. Under the Agreement, the Company engaged the Consultant as an independent contractor to develop venue partnerships, artists' onboard strategy, and facilitate recording of live shows on an ongoing basis. The Company will compensate the Consultant $ 17,500 1,500 For the quarter ended June 30, 2015 the Company recorded $ 58,950 Employment Agreement with Christopher Nocera On June 24, 2015, the Company entered into an Executive Employment Agreement with Dr. Christopher Nocera, who will serve as the Company’s Chief Information Officer for an initial term of one year with renewal option. As compensation for the services to be rendered by the Executive, the Company shall pay the Executive at an annual base salary rate of Ninety-Five Thousand Dollars ($ 95,000 5 For the quarter ended June 30, 2015 the Company not recorded $ 0 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Stockholders’ Equity (Deficit) Shares Authorized Upon formation the total number of shares of all classes of stock the Company is authorized to issue is twenty Million (20,000,000) 0.0001 (80,000,000) 0.0001 January 31, 2011 Certificate of Amendment On January 31, 2011 the Company filed Certificate of Amendment to Articles of Incorporation and changed the aggregate of number of common shares of the Company is authorized to issue to three hundred million (300,000,000) 0.0001 April 8, 2013 Certificate of Amendment On April 8, 2013 the Company filed Certificate of Amendment to Articles of Incorporation and changed the aggregate of number of common shares of the Company is authorized to issue to five hundred million (500,000,000) 0.0001 January 20, 2015 Certificate of Amendment On January 20, 2015 the Company filed Certificate of Amendment to Articles of Incorporation and changed the aggregate of number of common shares of the Company is authorized to issue to seven hundred and fifty million (750,000,000) 0.0001 Common Stock During the period from January 1, 2015 to May 28, 2015, the Company deemed to have sold 24,981,141 448,575 686,320 Immediately prior to the closing of the Merger Agreement on May 29, 2015, the Company had 126,866,348 Upon consummation of the Merger Agreement on May 29, 2015, the Company issued (i) 477,815,488 29,814,384 The Company valued the 29,814,384 acquisition-cost related shares at the most recent PPM price, or $ 819,105 Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services Consulting Agreement On June 29, 2015, the Company entered into a Consulting Agreement with Shenandoah Funding, LLC (“Consultant”) with the following key terms and conditions: Section 1 Consulting Services: Under the Agreement, the Company engaged the Consultant as an independent contractor to provide investor relations advisory services for the Company. Section 2 The Consultant has been providing services informally for VNUE for several weeks and will continue to provide services to VNUE for a twelve (12) months period beginning on July 1, 2015. The Company will compensate the Consultant for a total issuance of Five Million ( 5,000,000 Accounting treatment of the share-based compensation: The Company valued these shares at the most recent PPM price, or $ 137,370 Equity Purchase Agreement with Tarpon Bay Partners, LLC On June 15, 2015, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Tarpon Bay Partners, LLC, a Florida limited liability company (“Tarpon”). Under the terms of the Equity Purchase Agreement, Tarpon will purchase, at the Company's election, up to $ 5,000,000 During the term of the Equity Purchase Agreement, the Company may at any time deliver a “put notice” to Tarpon thereby requiring Tarpon to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Tarpon shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 90% of the lowest Closing Price during the Valuation Period The number of Shares sold to Tarpon shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Tarpon, would result in Tarpon owning more than 9.99 The Equity Purchase Agreement shall terminate (i) on the date on which Tarpon shall have purchased Shares pursuant to the Equity Purchase Agreement for an aggregate Purchase Price of $5,000,000, or (ii) on the date occurring 24 months from the date on which the Equity Purchase Agreement was executed and delivered by the Company and Tarpon. As a condition for the execution of the Equity Purchase Agreement by Tarpon, the Company issued a Promissory Note to Tarpon in the principal amount of $ 50,000 10 Registration Rights Agreement with Tarpon Bay Partners, LLC In addition, 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11 Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent event(s) to be disclosed as follows: Settlement and Release Agreement On July 23, 2015, the Company reached a Settlement and Release Agreement with Dean Graziano (“GRAZIANO”) after learning that GRAZIANO might assert claims for equity or compensation against the Company or its subsidiary VNUE Washington and that such claims were not contained in the transaction documents surrounding the purchase of the intangible assets of Lively, LLC (“LIVELY”) closed on July 23, 2014. Under the terms of the settlement, GRAZIANO agreed to resolve any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, whether or not directly or indirectly related to the purchase of the LIVELY assets, or to any alleged verbal understandings of promises of employment, advisory roles, or equity, which GRAZIANO may now have or may hereafter have or claim to have against VNUE, and its subsidiaries (the “GRAZIANO CLAIMS”) in exchange for Three Million Five Hundred Thousand (3,500,000) Shares (the “SETTLEMENT SHARES”). VNUE and GRAZIANO agreed that delivery of the Settlement Shares pursuant to the conditions set forth therein shall satisfy VNUE’s obligation in full regarding any and all GRAZIANO CLAIMS. On July 27, 2015 the Company's board passed the resolution and issued the Settlement Shares to GRAZIANO. Accounting treatment of the shares granted: The Company valued the 3,500,000 96,159 Consulting Agreement On July 27, 2015, the Company entered into a Consulting Agreement with PanAmerica Global, LLC (“Consultant”) with the following key terms and conditions: Section 1 Consulting Services: Under the Agreement, the Company engaged the Consultant as an independent contractor to provide investor relations advisory services for the Company. Section 2 Consulting Fees: A. The Consultant has been providing services informally for VNUE for several weeks and will continue to provide services to VNUE for a twelve (12) months period beginning on August 1, 2015. Both parties agree to a firm commitment for the First Three Months (August, September, and October 2015) and thereafter, either party can cancel this agreement upon a 30 days notice. B. Upfront Fees. The Company will compensate the Consultant in the amount of Two Million Five Hundred Thousand (2,500,000) shares for service already performed. For the purpose of SEC Rule 144, the Consultant shall be deemed to have fully earned and paid for such shares on the date of execution of this agreement. C. Monthly Fees. The Company will also compensate the Consultant on a monthly basis beginning on August 1, 2015 by the issuance of 791,667 Accounting treatment of the share-based compensation: The Company valued the 2,500,000 68,685 Share Transfer Agreement Following the Closing of the Merger, VNUE advanced a total of $ 52,037 21,885,591 Advisory Agreement On August 26, 2015, the Company entered into an Advisory Agreement with MANN. Such Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company until December 31, 2015 and MANN will be paid Twenty-Five Thousand Dollars ($ 25,000 Employment Agreement On September 9, 2015, the Company entered into an Executive Employment Agreement with Peter W. Slavish, who will serve as the Company’s Chief Content Officer for a term of one year. As compensation for the services to be rendered by the Executive hereunder, (I) The Company shall pay the Executive at an annual base salary (the “Base Salary”) rate of Ninety-Five Thousand Dollars ($ 95,000 st th 5 Accounting treatment of the shares granted: The Company valued the 1,000,000 27,474 Promotion Agreement On September 10, 2015, the Company entered into a Promotion Agreement with BookingEntertainment.com for a term of One (1) Year to secure contracts with Thirty (30) live music venues. Under the terms of the Promotion Agreement, the Company shall pay BookingEntertainment.com Two Thousand Five Hundred Dollars ($ 2,500 5,000 The Promotion Agreement also compensates BookingEntertainment.com through the issuance of the Company’s common stock under a series of performance benchmarks outlined in Section 2. Under such performance benchmarks, BookingEntertainment.com will earn a total of Three Million ( 3,000,000 300,000 Advisory Agreement On September 10, 2015, the Company entered into An Advisory Agreement with Steve Einzig, the Founder, President and CEO of BookingEntertainment.com. The Advisory Agreement is effective September 10, 2015 and has a term of One (1) Year, during which Mr. Einzig will work directly with the Directors and Officers of the Company on a strategic level, while leveraging his skills, expertise, experience and abilities in the music and entertainment business. Under the terms of the Advisory Agreement, VNUE will compensate Mr. Einzig in the amount of Fifty Thousand Dollars ($ 50,000 Artist agreement On October 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm, The Artist Agreement is effective October 27, 2015 and has a term lasting as long as I Break Horses artist recordings are available via the VNUE Service. Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30 License agreement 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 License 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 License 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 Minimum Guarantee provision of the License Agreement, the Company shall pay to Universal a minimum first year fee of Fifty Thousand Dollars ($ 50,000 50,000 Sale of Common Shares for Cash On September 24, 2015, the Company sold 2,666,667 0.015 40,000 During the period from November 5, 2015 to November 23, 2015, the Company sold 8,675,213 0.012 0.026 135,000 |
Significant and Critical Acco18
Significant and Critical Accounting Policies and Practices (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation Unaudited Interim Financial Information The unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the 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. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern : Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business ; (ii) Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events . (iii) Valuation allowance for deferred tax assets : Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carryforwards for Federal income tax purposes that may be offset against future taxable income was considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are recorded as a deferred tax benefit. Management made this assumption based on its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. (iv) Estimates and assumptions used in valuation of derivative liabilities and equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities, share options and similar instruments. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Reverse Acquisition [Policy Text Block] | Reverse Acquisition Identification of the Accounting Acquirer The Company considers factors in ASC paragraphs 805-10-55-10 through 55-15 in identifying accounting acquirer. The Company uses the existence of a controlling financial interest to identify the acquirerthe entity that obtains control of the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following: a. The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities. b. The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity. c. The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. d. The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity. e. The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the pre-combination fair value Pursuant to ASC Paragraph 805-40-05-2 as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity. In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired. However, application of the guidance in paragraphs 805-10-55-11 through 55-15 results in identifying: a. The public entity as the acquiree acquirer Measuring the Consideration Transferred and Non-controlling Interest Pursuant to ASC Paragraphs 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree acquisition-date fair value Acquisition-Related Costs Pursuant to FASB ASC Paragraph 805-10-25-23 acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. The acquirer shall account for acquisition related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities shall be recognized in accordance with other applicable GAAP. Presentation of Consolidated Financial Statements Post Reverse Acquisition Pursuant to ASC Paragraphs 805-40-45-1 and 45-2 consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The consolidated financial statements reflect all of the following: a. The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts. b. The assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 "business combinations" fair value non-controlling interest Pursuant to ASC Paragraphs 805-40-45-4 and 45-5 In calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: a. The number of common shares outstanding from the beginning of that period to the acquisition date |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest Vnue Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % Vnue Inc. (Vnue Washington) The State of Washington October 16, 2014 100 % Vnue LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Vnue Technology Inc. The State of Washington October 16, 2014 90 % Vnue Media Inc. The State of Washington October 16, 2014 89 % The consolidated financial statements include the accounts of the subsidiaries/entities as of reporting periods end date and for the reporting periods then ended from their respective dates of incorporation/formation, acquisition or disposition. All inter-company balances and transactions have been eliminated. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair value because of the short maturity of this instrument. The Company’s convertible notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2015 and December 31, 2014. The Company’s Level 3 financial liabilities consist of the derivative financial instruments for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a Monte Carlo model, with the assistance of a valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Level 3 Financial Liabilities Derivative Financial Instruments The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at the end of every reporting period and recognizes gains or losses in the Statements of Operations that are attributable to the change in the fair value of the derivative liability. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets Other Than Goodwill The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over or their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of legal lives of the respective assets as follows: Estimated Useful Life (Years) Intangible assets 15 Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. |
Debt, Policy [Policy Text Block] | Discount on Debt The Company allocates the proceeds received from convertible debt instruments between the liability component and equity component, and records the conversion feature as a liability in accordance with subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”). The conversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, have been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The conversion liability is marked to market each reporting period with the resulting gains or losses shown in the Statement of Operations. The Company has also recorded the resulting discount on debt related to the conversion features and amortizes the discount using the effective interest rate method over the life of the debt instruments. |
Derivatives, Policy [Policy Text Block] | Derivative Liability The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company marks to market the fair value of the remaining embedded derivative conversion features at each balance sheet date and records the change in the fair value of the remaining embedded derivative conversion features as other income or expense in the consolidated statements of operations. The Company utilizes the Monte Carlo model that values the liability of the derivative conversion feature based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. Black-Scholes valuation does not consider all of the terms of the instrument which may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Monte Carlo model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the conversion features. The Monte Carlo model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the conversion features. |
Related Parties Disclosure [Policy Text Block] | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 8251015, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies, Policy [Policy Text Block] | Commitment and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Non-Controlling Interest [Policy Text Block] | Non-Controlling Interest The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interest in its majority-owned subsidiaries and controlled entities in the consolidated balance sheets within the equity section, separately from the Company’s stockholders’ equity. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries and controlled entities. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. |
Equity Instruments Issued to Parties [Policy Text Block] | Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC paragraphs 505-50-25-6 through 505-50-25-8 a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services are received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services. Nevertheless, the goods or services themselves are not recognized before they are received. If fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). An entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. Pursuant to Paragraph 505-50-25-9 a recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued; however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument ("instrument") with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: a. The exercise price of the instrument. b. The expected term of the instrument, taking into account both the contractual term of the instrument and the effects of instrument holder's expected exercise behavior: Pursuant to ASC Paragraph 718-10-50-2(f)(2)(i) the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. c. The current price of the underlying share. d. The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. e. The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. f. The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. |
Deferred Tax Assets and Income Tax Provision [Policy Text Block] | Deferred Tax Assets and Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260105523). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. Contingent shares issuance For the Reporting For the Reporting Convertible notes payable (*) 4,362,162 - Convertible preferred stock (**) - 7,425,370 Total contingent shares issuance arrangement 4,362,162 7,425,370 (*) The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80 8,000,000 8,000,000 (**) One preferred share is convertible to one common share. There were 2,360,160 7,425,370 |
Cash Flows Reporting [Policy Text Block] | Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “ Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. To achieve that core principle, an entity should apply the following steps: 1. Identify the contract(s) with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) the entity satisfies a performance obligations The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following: 1. Contracts with customers including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) 2. Significant judgments and changes in judgments determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations 3. Assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted. In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 “ CompensationStock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued financial statements are available to be issued financial statements are issued financial statements are available to be issued probable When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In November 2014, the FASB issued the FASB Accounting Standards Update No. 2014-16 “ Derivatives and Hedging (Topic 815) : Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”). The amendments in ASU No. 2014-16 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. In February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-02 “ Consolidation (Topic 810) -Amendments to the Consolidation Analysis” (“ASU 2015-02”) · Eliminating the presumption that a general partner should consolidate a limited partnership. · Eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model). · Clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights. · Amending the guidance for assessing how related party relationships affect VIE consolidation analysis. · Excluding certain money market funds from the consolidation guidance. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. In April 2015, the FASB issued the FASB Accounting Standards Update No. 2015-03 “ InterestImputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “ Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date” (“ASU 2015-14”). The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements. |
Significant and Critical Acco19
Significant and Critical Accounting Policies and Practices (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block] | The Company consolidates the following subsidiaries and/or entities: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/disposition, if applicable) Attributable interest Vnue Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % Vnue Inc. (Vnue Washington) The State of Washington October 16, 2014 100 % Vnue LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Vnue Technology Inc. The State of Washington October 16, 2014 90 % Vnue Media Inc. The State of Washington October 16, 2014 89 % |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The Company’s contingent shares issuance arrangements are as follows: Contingent shares issuance For the Reporting For the Reporting Convertible notes payable (*) 4,362,162 - Convertible preferred stock (**) - 7,425,370 Total contingent shares issuance arrangement 4,362,162 7,425,370 (*) The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80 8,000,000 8,000,000 (**) One preferred share is convertible to one common share. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Related parties with whom the Company had transactions are: Related Parties Relationship Related Party Transactions Business Purpose of transactions Management and significant stockholders Matthew Carona President, CEO and significant shareholder (i) Advances/Repayments (i) Working capital Collin Howard CFO (i) Note payable/Repayments (i) Working capital Chris Mann Significant shareholder (i) Notes payable/Repayments (i) Working capital Lou Mann (*) Father of Mr. Chris Mann None N/A Entities Broadcasting Institute of Maryland ("BIM") An entity controlled by Lou Mann (i) Advances to BIM (i) planned collaboration (*) Mr. Lou Mann resigned as President and Director of the Company on August 26, 2015. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Convertible notes payable consisted of the following: June 30, 2015 December 31, 2014 On August 14, 2014 and August 20, 2014 the Company issued three convertible notes to three note holders in the principal amount of $5,000, $10,000 and $10,000 with interest at 10% per annum. Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. $ 25,000 $ 25,000 On August 31, 2014, the Company issued a convertible note to the CFO bearing 0% interest in the amount of $15,000. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $13,500 of the note during the six months ended June 30, 2015. 1,500 15,000 Two convertible notes with a director bearing 0% interest were issued on August 31, 2014 in the amounts of $35,000 and $21,000, respectively. Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $27,500 of the note during the six months ended June 30, 2015. 28,500 56,000 Face amount 55,000 96,000 Discount representing the derivative liability on conversion features (55,000) (96,000) Accumulated amortization of discount of convertible notes payable (*) 21,639 21,643 Remaining discount (33,361) (74,357) Convertible notes payable, net $ 21,639 $ 21,643 (*) The discount is being amortized using the effective interest rate method over the life of the debt instruments. |
Derivative Instruments and th22
Derivative Instruments and the Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Comparable Company Annual Volatilities [Table Text Block] | 1 year 1 year 12/31/14 119 % 5/4/15 131 % 2/9/15 120 % 5/29/15 130 % 3/31/15 122 % 6/30/15 130 % 4/27/15 128 % 6/30/15 130 % |
Schedule of Change of Fair Value of Derivative Liabilities [Table Text Block] | The following table summarizes the change of fair value of the derivative liabilities. Balance at January 1, 2015 $ (215,748) To record derivative liabilities as debt discount Change in fair value of derivative liabilities 59,639 Settlement of derivative liability due to repayments of related notes 59,658 Balance at June 30, 2015 $ (96,451) |
Organization and Operations (De
Organization and Operations (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |
Dec. 03, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 | ||
Retained Earnings (Accumulated Deficit), Total | $ (1,202,719) | $ (51,381) | |
Vnue Washington [Member] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 79.00% | ||
Predecessor [Member] | |||
Stock Issued During Period, Shares, New Issues | 7,800,001 | ||
Retained Earnings (Accumulated Deficit), Total | $ 334,543 | ||
Matheau J. W. Stout [Member] | |||
Stock Issued During Period, Shares, Issued for Services | 29,814,384 | ||
Vnue Technology Inc [Member] | |||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | ||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 90.00% | ||
Vnue Technology Inc [Member] | Director [Member] | |||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 10.00% | ||
Vnue Media Inc [Member] | |||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | ||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 89.00% | ||
Vnue Media Inc [Member] | Director [Member] | |||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 11.00% | ||
TGRI [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 507,629,872 | ||
Business Acquisition Issuance Of Fully Paid And Non Assessable Shares Of Common Stock | 477,815,488 |
Significant and Critical Acco24
Significant and Critical Accounting Policies and Practices (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Vnue Inc. (formerly TGRI) | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue Inc. (Vnue Washington) | |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue LLC [Member] | |
Entity Incorporation, Date of Incorporation | Aug. 1, 2013 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue Technology Inc [Member] | |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% |
Vnue Media Inc [Member] | |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Noncontrolling Interest, Ownership Percentage by Parent | 89.00% |
Significant and Critical Acco25
Significant and Critical Accounting Policies and Practices (Details 1) | 6 Months Ended |
Jun. 30, 2015 | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Significant and Critical Acco26
Significant and Critical Accounting Policies and Practices (Details 2) - shares | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | ||
Convertible notes payable | 4,362,162 | 0 | ||
Convertible preferred stock | [1] | 0 | 7,425,370 | |
Total contingent shares issuance arrangement | 4,362,162 | 7,425,370 | ||
[1] | One preferred share is convertible to one common share. |
Significant and Critical Acco27
Significant and Critical Accounting Policies and Practices (Details Textual) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 2,360,160 | 7,425,370 |
Next Equity Financing [Member] | Convertible Notes Issuance One [Member] | ||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 80.00% | |
Corporate Transaction [Member] | ||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | |
Corporate Transaction [Member] | Convertible Notes Issuance One [Member] | ||
Debt Instrument, Convertible, Terms of Conversion Feature | 8,000,000 | |
Maturity Conversion [Member] | ||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units/shares (restricted and non-restricted) outstanding prior to such conversion | |
Maturity Conversion [Member] | Convertible Notes Issuance One [Member] | ||
Debt Instrument, Convertible, Terms of Conversion Feature | 8,000,000 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 23, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Amortization of Intangible Assets | $ 11,800 | $ 0 | |
Asset Purchase Agreement [Member] | |||
Payments to Acquire Intangible Assets | $ 150,000 | $ 150,000 | |
Stock Issued During Period, Shares, Purchase of Assets | 250,000 | 204,000 | |
Intangible Assets, Gross (Excluding Goodwill), Total | $ 354,000 | ||
Asset Purchase Agreement [Member] | Vnue Washington [Member] | |||
Stock Issued During Period, Shares, Purchase of Assets | 133,334 | ||
Shares Issued, Price Per Share | $ 1.53 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended |
Aug. 26, 2015 | Jun. 30, 2015 | |
MANN [Member] | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Redeemed or Called During Period, Shares | 21,885,591 | |
Broadcasting Institute of Maryland [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination, Consideration Transferred, Total | $ 52,037 | |
Convertible Notes Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Debt Instrument, Term | 36 months |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - Convertible Notes Payable [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 55,000 | $ 96,000 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | (55,000) | (96,000) | |
Debt Instrument, Unamortized Discount | [1] | 21,639 | 21,643 |
Debt Instrument, Unamortized Discount (Premium), Net, Total | (33,361) | (74,357) | |
Convertible Debt, Total | 21,639 | 21,643 | |
Convertible Notes Issuance One [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 25,000 | 25,000 | |
Convertible Notes Issuance Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 1,500 | 15,000 | |
Convertible Notes Issuance Three [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 28,500 | $ 56,000 | |
[1] | The discount is being amortized using the effective interest rate method over the life of the debt instruments. |
Convertible Notes Payable (De31
Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Aug. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Aug. 20, 2014 | Aug. 14, 2014 | |
Debt Instrument [Line Items] | ||||||
Repayments of Convertible Debt | $ 41,000 | $ 0 | ||||
Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 55,000 | $ 96,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||
Debt Instrument, Term | 36 months | |||||
Convertible Notes Payable [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 25,000 | 25,000 | ||||
Debt Instrument, Term | 36 months | |||||
Convertible Notes Payable [Member] | Convertible Notes Issuance Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,500 | 15,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||
Debt Instrument, Term | 36 months | |||||
Repayments of Convertible Debt | $ 15,000 | $ 13,500 | ||||
Convertible Notes Payable [Member] | Convertible Notes Issuance Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 28,500 | $ 56,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||
Debt Instrument, Term | 36 months | |||||
Repayments of Convertible Debt | $ 27,500 | |||||
Next Equity Financing [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | |||||
Next Equity Financing [Member] | Convertible Notes Issuance Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | |||||
Next Equity Financing [Member] | Convertible Notes Issuance Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | |||||
Corporate Transaction [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | |||||
Corporate Transaction [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion | |||||
Corporate Transaction [Member] | Convertible Notes Issuance Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion | |||||
Corporate Transaction [Member] | Convertible Notes Issuance Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion | |||||
Maturity Conversion [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units/shares (restricted and non-restricted) outstanding prior to such conversion | |||||
Maturity Conversion [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion | |||||
Maturity Conversion [Member] | Convertible Notes Issuance Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion | |||||
Maturity Conversion [Member] | Convertible Notes Issuance Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion | |||||
Note Holder One [Member] | Convertible Notes Payable [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 5,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Note Holder One [Member] | Convertible Notes Payable [Member] | Convertible Notes Issuance Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 35,000 | |||||
Note Holder Two [Member] | Convertible Notes Payable [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Note Holder Two [Member] | Convertible Notes Payable [Member] | Convertible Notes Issuance Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 21,000 | |||||
Note Holder Three [Member] | Convertible Notes Payable [Member] | Convertible Notes Issuance One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Derivative Instruments and th32
Derivative Instruments and the Fair Value of Financial Instruments (Details) | 6 Months Ended |
Jun. 30, 2015 | |
12/31/14 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 119.00% |
2/9/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 120.00% |
3/31/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 122.00% |
4/27/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 128.00% |
5/4/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 131.00% |
5/29/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 130.00% |
6/30/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 130.00% |
6/30/15 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 130.00% |
Derivative Instruments and th33
Derivative Instruments and the Fair Value of Financial Instruments (Details 1) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Derivatives, Fair Value [Line Items] | |
Balance at January 1, 2015 | $ (215,748) |
Change in fair value of derivative liabilities | 59,639 |
Settlement of derivative liability due to repayments of related notes | 59,658 |
Balance at June 30, 2015 | $ (96,451) |
Derivative Instruments and th34
Derivative Instruments and the Fair Value of Financial Instruments (Details Textual) | 1 Months Ended | 6 Months Ended | ||
May. 29, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Aug. 31, 2014USD ($) | |
Derivatives, Fair Value [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ | $ 110,000 | |||
Share Price | $ / shares | $ 0.02 | $ 0.03 | ||
Common Stock, Shares, Issued | 639,496,220 | 445,408,977 | ||
Common Stock, Shares, Outstanding | 639,496,220 | 445,408,977 | ||
Debt Conversion, Original Debt, Amount | $ | $ 8,000,000 | |||
Debt Instrument, Convertible, Number of Equity Instruments | 634,345,251 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.01261 | |||
Derivative Liability, Fair Value, Gross Liability | $ | $ (96,451) | $ (215,748) | ||
Maximum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Fair Value Assumptions, Expected Volatility Rate | 130.00% | |||
Minimum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Fair Value Assumptions, Expected Volatility Rate | 120.00% | |||
Tierra Grande Resources Inc [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Common Stock, Shares, Issued | 634,345,251 | |||
Common Stock, Shares, Outstanding | 634,345,251 | |||
Vnue Washington [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ | $ 686,320 | |||
Common Stock [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ | $ 400 | |||
Stock Issued During Period, Shares, New Issues | 4,003,832 | |||
Common Stock [Member] | Tierra Grande Resources Inc [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Sale of Stock, Price Per Share | $ / shares | $ 0.0304 | |||
Stock Issued During Period, Shares, New Issues | 477,815,488 | |||
Common Stock [Member] | Vnue Washington [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Sale of Stock, Price Per Share | $ / shares | $ 1.53 | |||
Stock Issued During Period, Shares, New Issues | 9,491,961 | |||
Corporate Transaction [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | |||
Maturity Conversion [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units/shares (restricted and non-restricted) outstanding prior to such conversion | |||
Convertible Notes Payable [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Convertible Notes Payable, Current | $ | $ 96,000 | |||
Debt Instrument, Term | 36 months | |||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 0.00% | |||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 10.00% |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | 1 Months Ended | ||
Jun. 15, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | |||
Notes Payable, Current, Total | $ 50,000 | $ 0 | |
Tarpon Bay Partners LLC [Member] | |||
Short-term Debt [Line Items] | |||
Notes Payable, Current, Total | $ 50,000 | $ 50,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Debt Instrument, Maturity Date | Dec. 31, 2015 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Textual) - USD ($) | May. 05, 2015 | Jun. 24, 2015 | Jun. 30, 2015 |
Officer [Member] | |||
Other Commitments [Line Items] | |||
Officers' Compensation | $ 95,000 | $ 0 | |
Minimum Percentage Of Increase In Base Salary | 5.00% | ||
Graphic Design Service Agreement With Flint [Member] | |||
Other Commitments [Line Items] | |||
Issuance of Stock and Warrants for Services or Claims | $ 16,000 | ||
Cost of Services, Total | 32,100 | ||
Consulting Agreement with 2 Doors Management [Member] | |||
Other Commitments [Line Items] | |||
Issuance of Stock and Warrants for Services or Claims | $ 17,500 | ||
Cost of Services, Total | $ 58,950 | ||
Payments for Film Costs | $ 1,500 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Textual) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Jun. 15, 2015 | May. 28, 2015 | Jun. 30, 2015 | May. 29, 2015 | Jan. 20, 2015 | Dec. 31, 2014 | Apr. 08, 2013 | Jan. 31, 2011 | Apr. 04, 2006 | |
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Stock Issued During Period, Value, New Issues | $ 110,000 | ||||||||
Common Stock, Shares, Issued | 639,496,220 | 445,408,977 | |||||||
Common Stock, Shares, Outstanding | 639,496,220 | 445,408,977 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 137,370 | ||||||||
Notes Payable, Current, Total | 50,000 | $ 0 | |||||||
Vnue Washington [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | 686,320 | ||||||||
Tarpon Bay Partners LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 5,000,000 | ||||||||
Sale of Stock, Description of Transaction | purchase price for the Shares shall be equal to 90% of the lowest Closing Price during the Valuation Period | ||||||||
Sale of Stock, Percentage of Ownership after Transaction | 9.99% | ||||||||
Notes Payable, Current, Total | $ 50,000 | $ 50,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2015 | ||||||||
Consultant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 5,000,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 137,370 | ||||||||
Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | (20,000,000) | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common Stock, Shares Authorized | (750,000,000) | (500,000,000) | (300,000,000) | (80,000,000) | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock Issued During Period, Shares, New Issues | 24,981,141 | ||||||||
Common Stock, Shares, Issued | 126,866,348 | ||||||||
Common Stock, Shares, Outstanding | 126,866,348 | ||||||||
Common Stock [Member] | Acquisition-related Costs [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 819,105 | ||||||||
Common Stock [Member] | Vnue Washington [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 448,575 | ||||||||
Stock Issued During Period, Value, New Issues | $ 686,320 | ||||||||
Common Stock [Member] | TGRI [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 477,815,488 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 29,814,384 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Nov. 02, 2015 | Sep. 10, 2015 | Jan. 16, 2016 | Nov. 23, 2015 | Sep. 24, 2015 | Aug. 31, 2015 | Aug. 26, 2015 | Jul. 27, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 110,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | 137,370 | |||||||||||
Professional Fees | $ 104,435 | $ 0 | 137,980 | $ 12,594 | ||||||||
Broadcasting | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Total | $ 52,037 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 8,675,213 | 2,666,667 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 135,000 | $ 40,000 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 791,667 | 2,500,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 300,000 | $ 68,685 | ||||||||||
Professional Fees | $ 50,000 | $ 25,000 | ||||||||||
Percentage Of Net Income To Be Received | 30.00% | |||||||||||
Sale of Stock, Price Per Share | $ 0.015 | |||||||||||
Subsequent Event [Member] | Performance Shares [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 3,000,000 | |||||||||||
Subsequent Event [Member] | One Year Contract [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Advertising Expense | $ 2,500 | |||||||||||
License Costs | $ 50,000 | |||||||||||
Subsequent Event [Member] | Two Year Contract [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Advertising Expense | 5,000 | |||||||||||
License Costs | $ 50,000 | |||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of Stock, Price Per Share | $ 0.012 | |||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of Stock, Price Per Share | $ 0.026 | |||||||||||
Subsequent Event [Member] | President [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Redeemed or Called During Period, Shares | 21,885,591 | |||||||||||
Subsequent Event [Member] | Chief Content Officer [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Professional Fees | $ 95,000 | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 | |||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 27,474 | |||||||||||
Minimum Percentage Of Increase In Base Salary | 5.00% | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 4,003,832 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 400 | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 5,000,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 500 | |||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 3,500,000 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 96,159 |