Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Nov. 30, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | VNUE, Inc. | |
Entity Central Index Key | 1,376,804 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 646,919,239 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 7,788 | |
Prepaid expenses | 25,000 | 37,500 |
Total assets | 25,000 | 45,288 |
Current Liabilities | ||
Accounts payable | 436,686 | 280,610 |
Accrued expense | 137,148 | 84,311 |
Advances from stockholders | 14,720 | 14,720 |
Note payable to officer | 71,108 | 54,643 |
Note payable | 34,000 | 59,000 |
Convertible notes payable, net | 16,545 | 11,441 |
Convertible notes payable, related parties, net | 15,833 | 13,003 |
Derivative liabilities | 61,062 | 249,246 |
Total current liabilities | 787,102 | 766,974 |
Commitment and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, par value $0.0001: 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.0001: 750,000,000 shares authorized; 644,401,239 and 640,913,164 shares issued and outstanding, respectively | 64,440 | 64,091 |
Additional paid-in capital | 3,756,213 | 3,736,177 |
Common stock to be issued, 24,576,387 shares and 7,816,667 shares, respectively | 836,845 | 132,057 |
Accumulated deficit | (5,419,600) | (4,654,011) |
Total Stockholders' Deficit | (762,102) | (721,686) |
Total Liabilities and Stockholders' Deficit | $ 25,000 | $ 45,288 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders' Deficit | ||
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 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
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 | 644,401,239 | 640,913,164 |
Common Stock, Shares, Outstanding | 644,401,239 | 640,913,164 |
Common stock to be issued | 24,576,387 | 7,816,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Expenses | ||
Software development | $ 766,776 | $ 23,857 |
General and administrative | 182,741 | 55,018 |
Loss from Operations | (949,517) | (78,875) |
Other Income/(Expense) | ||
Change in fair value of derivative liability | 231,852 | 93,488 |
Gain on extinguishment of derivative liability | 21,308 | |
Financing cost | (69,232) | (17,795) |
Other income/(expenses), net | 183,928 | 75,693 |
Net loss | $ (765,589) | $ (3,182) |
Loss per share | ||
-Basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding | ||
-Basic and diluted | 659,931,299 | 403,836,374 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) | Common Stock | Additional Paid-In Capital | Shares to be Issued | Accumulated Deficit | Total |
Biginning Balance, Amount at Dec. 31, 2015 | $ 64,091 | $ 3,736,177 | $ 132,057 | $ (4,654,011) | $ (721,686) |
Biginning Balance, Shares at Dec. 31, 2015 | 640,913,164 | ||||
Shares issued for cash | 5,000 | 5,000 | |||
Shares issued for services | 699,788 | 699,788 | |||
Shares issued for conversion of debt, Amount | $ 349 | 20,036 | 20,385 | ||
Shares issued for conversion of debt, Shares | 3,488,075 | ||||
Net Loss | (765,589) | (765,589) | |||
Ending Balance, Amount at Mar. 31, 2016 | $ 64,440 | $ 3,756,213 | $ 836,845 | $ (5,419,600) | $ (762,102) |
Ending Balance, Shares at Mar. 31, 2016 | 644,401,239 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (765,589) | $ (3,182) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 17,700 | |
Change in fair value of derivative liabilities | (231,852) | (93,488) |
Derivative value in excess of convertible notes | 14,976 | |
Note issued for financing cost | 25,000 | |
Gain on extinguishment of debt | (21,308) | |
Amortization of debt discount | 24,433 | 17,795 |
Shares to be issued for services | 699,788 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | 12,500 | |
Accounts payable | 156,076 | 3,270 |
Accrued expense | 56,723 | |
Net Cash Used in Operating Activities | (29,253) | (57,905) |
Cash Flows from Financing Activities | ||
Advances from (repayment to) stockholders, net | 16,465 | (25,927) |
Repayment of convertible notes payable | (17,500) | |
Shares to be issued for proceeds from sale of common shares | 5,000 | |
Proceeds from issuance of common shares | 110,000 | |
Net Cash Provided by Financing Activities | 21,465 | 66,573 |
Net Change in Cash | (7,788) | 8,668 |
Cash - beginning of the reporting period | 7,788 | 46 |
Cash - end of the reporting period | 8,714 | |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Income tax paid | ||
Non-cash Financing and Investing Activities | ||
Common shares issued upon conversion of notes payable and accrued interest | 20,385 | |
Note payable converted to convertible note | 50,000 | |
Derivative liability recorded with note discount | $ 50,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
1. Organization and Basis of Presentation | History and Organization Vnue, Inc. (formerly Tierra Grande Resources, Inc.) ("VNUE", "TGRI", or the "Company") was incorporated under the laws of the State of Nevada on April 4, 2006. TGRI engaged in the acquisition and exploration of mineral properties and was inactive prior to the reverse acquisition described below. Vnue LLC ("Vnue LLC" or Predecessor) was 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. On May 29, 2015, VNUE, Inc. entered into a merger agreement with Vnue Washington, Inc. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of any class or series of Vnue Washington were exchanged for an aggregate of 507,629,872 shares of TGRI common stock 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 were exchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) 29,814,384 shares of TGRI common stock were issued to an attorney as payment for legal services performed prior to and in connection with the Merger. As a result of the Merger, Vnue Washington became a wholly-owned subsidiary of the Company, with the former stockholders of Vnue Washington collectively owning shares of the Company's common stock representing approximately 79.0% of the voting power of the Company's outstanding capital stock. On May 29, 2015 the Company changed its name to Vnue, Inc. As the former owners and management of Vnue Washington had voting and operating control of the Company after the Merger, the transaction has been accounted for as a reverse merger with Vnue Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the consolidated financial statements reflect the historical results of Vnue Washington prior to the Merger, and that of the combined company following the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger, with 126,866,348 shares of common stock outstanding before the reverse merger reflected in the accompanying financial statements as shares issued upon the reverse merger. The fair value of $906,462 of the 29,814,384 shares issued to the attorney was recorded as an acquisition related cost at the date of the merger. The Company is developing a technology driven solution for Artists, Venues and Festivals to automate the capturing, publishing and monetization of their content. Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2015 was derived from the audited consolidated financial statements included in the Companys Annual Report on Form 10-K filed with the SEC on December 15, 2016 (the 2015 Annual Report). These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2015 and notes thereto included in the 2015 Annual Report. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period. Going Concern The Companys condensed consolidated financial statements have been prepared assuming that it 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 condensed consolidated financial statements, the Company had a stockholders deficit of $762,102 at March 31, 2016, and incurred a net loss of $765,589, and used cash in operating activities of $29,253 for the reporting period then ended.. Certain of the Companys notes payable are also past due and in default. These factors raise substantial doubt about the Companys ability to continue as a going concern. The condensed 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 Management estimates that the current funds on hand will be sufficient to continue operations through December 2016. The ability of the Company to continue as a going concern is dependent on the Companys ability to execute its strategy and on its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
2. Significant and Critical Accounting Policies and Practices | Principles of Consolidation The Company consolidates all wholly owned and majority-owned subsidiaries in which the Companys power to control exists. 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 % Vnue Technology, Inc. and Vnue Media, Inc. were inactive corporations at March 31, 2016 and December 31, 2015. Inter-company balances and transactions have been eliminated. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly Observable as of the end of the period. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. 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 carrying amounts of the Companys financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of the derivative liabilities of $61,062 and $249,246 at March 31, 2016 and December 31, 2015, respectively, were valued using Level 2 inputs. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Internal Software Development Costs Development costs incurred in the research and development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be established when all planning, designing, coding and testing has been completed according to design specifications. After technological feasibility is established, any additional costs are capitalized. Through March 31, 2016, technological feasibility of the Companys software had not been established; and, accordingly, no costs have been capitalized to date. Loss per Common Share Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the periods ended March 31, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of March 31, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2016 2015 Convertible Notes Payable 24,461,638 4,362,162 Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures. In August, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Improvements to Employee Share-Based Payment Accounting Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future condensed consolidated financial statement presentation or disclosures. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
3. Related Party Transactions | Note Payable to President, CEO and Significant Stockholder On December 31, 2014 the Company entered into a note payable agreement with its President, CEO and significant stockholder of the Company. The note is unsecured, non-interest bearing and due on December 31, 2024. As of March 31, 2016 and December 31, 2015 the note payable to the officer was $71,108 and $54,643, respectively. Advances From Employees From time to time, employees of the Company advance funds to the Company for working capital purposes. As of March 31, 2016 and December 31, 2015, the advances from the employees were $14,720. Those advances are unsecured, non-interest bearing and due on demand. |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
4. Notes Payable | Notes payable as of March 31, 2016 and December 31, 2015 consist of the following As of March 31, December 31, 2016 2015 Individual(a) $ 9,000 $ 9,000 Tarpon(b) 25,000 - Tarpon(c) - 50,000 Total $ 34,000 $ 59,000 ______________________ (a) On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note is due within 10 business days of the Company receiving a notice of effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10 business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable and the balance will bear interest at 7%. The Companys Form S-1 was declared effective on March 8, 2016 and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. (b) On February 18, 2016, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 10), the Company issued a Promissory Note to Tarpon in the principal amount of $25,000 with an interest rate at 10% per annum and a maturity date of August 31, 2016. The note was recorded as financing cost upon issuance. (c) On June 15, 2015, the Company entered into a Financing Cost Note of $50,000 with Tarpon as part of the Equity Purchase Agreement entered into with Tarpon on June 15, 2015. The note earns interest at 10% and is due on December 31, 2015. During 2016 the terms of the note were amended and this note was converted to a convertible note. See Note 5. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
5. Convertible Notes Payable | Convertible notes payable consist of the following: As of March 31, December 31, 2016 2015 Various Convertible Notes (a) $ 55,000 $ 55,000 Tarpon Convertible Note (b) 33,500 - Total Convertible Notes 88,500 55,000 Discount (56,122 ) (30,556 ) Convertible notes, net $ 32,378 $ 24,444 ______________________ (a) The Company has issued a series of convertible notes with various interest rates ranging up to 10% per annum. 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 notes are 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 balance of the notes outstanding was $55,000 as of March 31, 2016 and December 31, 2015, of which $30,000 was due to related parties. (b) On June 15, 2015, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 7), the Company issued a Promissory Note to Tarpon in the principal amount of $50,000 with an interest rate at 10% per annum and a maturity date of December 31, 2015. The note was recorded as financing cost upon issuance. On February 26, 2016, the Company and Tarpon entered into an amendment to the Promissory Note. The amendment added a conversion feature to the Note so that the Note and all accrued interest are convertible into shares of the Companys common stock at a conversion price equal to 80% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date, and the maturity date was extended to December 31, 2016. On March 2, 2016 and March 28, 2016, Tarpon converted aggregate principal of $16,500 and interest of $3,885 into 3,488,075 shares of the Companys common stock. As of March 31, 2015, $33,500 remains outstanding under the note. The Company considered the current FASB guidance of Contracts in Entitys Own Stock which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers control means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Companys own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Condensed Consolidated Statement of Operations. The discount is being amortized using the effective interest rate method over the life of the debt instruments. As of December 31, 2015 the unamortized discount was $30,556. During the period ended March 31, 2016 the Company amended the Tarpon note to add a conversion feature which the Company determined created a derivative liability upon issuance with a fair value of $64,976, of which $50,000 was recorded as a valuation discount, and the remaining $14,976 was recorded as a financing cost. During the period ended March 31, 2016, amortization of debt discount was $7,294 In addition $16,500 of discount was recorded as interest expense upon conversion of the notes. The unamortized balance of the debt discount was $56,122 as of March 31, 2016 For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows: March 31, 2016 December 31, 2015 Convertible notes payable, net $ 16,545 $ 11,441 Convertible notes payable, related party, net 15,833 13,003 Total $ 32,378 $ 24,444 |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
6. Derivative Liability | The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described in Note 4 were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of March 31, 2016 and December 31, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: March 31, 2016 December 31, 2015 Exercise Price $ 0.0032-0.0119 $ 0.0124-0.0282 Stock Price $ 0.032 $ 0.065 Risk-free interest rate 0.14 % 0.85 % Expected volatility 188 % 188 % Expected life (in years) $ 0.75-1.33 1.67 Expected dividend yield 0 % 0 % Fair Value: $ 61,062 $ 249,246 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the averaged historical volatility of similar companies since we do not have market and historical information to estimate the volatility of our own stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes, or an estimate of until such notes would be converted. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future. During the three months ended March 31, 2016 and 2015, the Company recognized $231,852 and $93,488, respectively, as other income, which represented the change in the value of the derivative from the respective prior period. In addition, the Company recorded a derivative of $64,976 upon the Amendment to an existing note and recognized a gain of $21,308 during the three months ended March 31, 2016 which represented the extinguishment of derivative liabilities related to conversion of notes to common stock. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
7. Stockholders' Deficit | Common Stock to be Issued On February 26, 2016, the Company entered into a common stock purchase agreement with an individual pursuant to which it agreed to issue shares of the Companys common stock in exchange for proceeds of $5,000. The shares due were not issued as of March 31, 2016 and were reflected as common shares to be issued in the accompanying condensed consolidated balance sheets. On January 2, 2016, the Company entered into an employment agreement with an officer pursuant to which it granted 10,000,000 shares of the Companys common stock. The shares vested immediately and were recognized as stock based compensation expense during the period ended March 31, 2016 based on their fair value on the agreement date of $650,000. The shares due were not issued as of March 31, 2016 and were reflected as common shares to be issued in the accompanying condensed consolidated balance sheet. During 2015, the Company entered into a consulting agreement which included, among other things, monthly compensation of 791,667 shares of common stock. As of December 31, 2015, 1,583,334 shares of common stock with a value of $86,291 were earned but were not issued, and were included in common shares to be issued in the accompanying December 31, 2015 consolidated balance sheet. During the period ended March 31, 2016, the employees earned 2,375,001 shares with a value of $37,287 As of March 31, 2016, 3,958,335 shares of common stock with a value of $123,578 have not been issued and are included in common shares to be issued in the accompanying condensed consolidated balance sheet On September 10, 2015, the Company entered into a one-year consulting agreement with a consultant, which included, among other things, compensation of $50,000 to be paid in shares of common stock based on the closing price of the Companys common stock on the final trading day of the consulting agreement. As of December 31, 2015, $16,667 of common shares were earned but were not issued, and were included in common shares to be issued in the accompanying December 31, 2015 consolidated balance sheet. During the period ended March 31, 2016 the Company recognized $12,500 of compensation for the value of the shares earned during the period. As of March 31, 2016, $29,167 of the value of the shares of common stock has been included in common shares to be issued in the accompanying condensed consolidated balance sheets. 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 was to purchase, at the Company's election, up to $5,000,000 of the Company's registered common stock (the Shares). On February 18, 2016, the Company entered into a new 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 $10,000,000 of the Company's registered common stock (the Shares). 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 125% of the lowest Closing Price during the Valuation Period as such capitalized terms are defined in the Agreement. 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% of all of the Company's common stock then outstanding. Additionally, Tarpon may not execute any short sales of the Company's common stock. Further, the Company has the right, but never the obligation to draw down. 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 $10,000,000, 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 Agreements by Tarpon, the Company issued a Promissory Note to Tarpon on February 18, 2016 in the principal amounts of $25,000 with an interest rate of 10% per annum. The maturity date of the note issued on February 18, 2016 is August 31, 2016. The issuance of the note was recorded as a finance cost in the accompanying condensed consolidated statement of operations for the periods ending March 31, 2016 and 2015. In addition, on February 18 2016, 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 February 18, 2016. 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. The February 18, 2016 Purchase Agreement for $10,000,000 effectively supersedes and terminates the prior Equity Purchase Agreement with Tarpon dated June 15, 2015, which was for $5,000,000. At March 31, 2016, Tarpon had not purchased any shares under this agreement. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
8. Commitments and Contingencies | Litigation - Hughes Media Law Group, Inc. On December 11, 2015, Hughes Media Law Group, Inc. ("HLMG") filed a lawsuit against VNUE, Inc. in the Superior Court of King County, Washington, under case number 15-2-30108-0. HMLG claims damages of $130,552.78 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement with VNUE Washington VNUE Washington VNUE Washington 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 Rights 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), which is due within 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencement of the second year of the Term. The Company paid the first installment in September 2015 and recorded such amount as a prepaid asset. As of March 31, 2016, $25,000 of this amount has been amortized and recorded as an operating expense and $25,000 remains prepaid. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
9. Subsequent Events | Convertible Note Payable On May 9, 2016 the Company issued a convertible note in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The Note Conversion Price is determined as follows: if the Company receives equity funding of $1 million or more, then the Lender may choose to either convert the Note into shares of the Companys common stock or request repayment of the principal and interest on the Note. If the Lender chooses to convert the Note, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest owed by the Company as of the date of the conversion divided by 85% of the per share stock price in the equity funding. If the Company borrows additional amounts above the initial $100,000, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest of those additional borrowings owed by the Company as of the date of the conversion divided by 75% of the per share stock price in the equity funding. The Note is secured by the Companys rights, titles and interests in all the Companys tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. Further consideration was the granting of 10,000,000 shares of common stock, valued at $41,000 and recorded as shares to be issued. Subsequent to May 9, 2016, the Company obtained an increase of principal on the note to $250,000. As consideration for the increase in principal, two officers transferred 35,000,000 shares of their common stock valued at $108,000 which will be recorded as a financing cost. Transfer of Ownership-Loss of Control On May 12, 2016, as part of the appointment of the Companys new Chief Executive Officer, the Companys controlling shareholder transferred the ownership of half of his shares to the new Chief Executive Officer. The Company considered the provisions of Staff Accounting Bulletin ("SAB") Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholders, and determined that the value of the shares was additional compensation cost and a contribution to capital by the controlling shareholder. As such, the Company recorded a charge of $491,153 during the period ended June 30, 2016 relating to the fair market value of the shares on the date of the share transfer. As a result of the transfer the transferring shareholder is no longer a controlling shareholder. |
Significant and Critical Acco16
Significant and Critical Accounting Policies and Practices (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Significant And Critical Accounting Policies And Practices Policies | |
Principles of Consolidation | The Company consolidates all wholly owned and majority-owned subsidiaries in which the Companys power to control exists. 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 % Vnue Technology, Inc. and Vnue Media, Inc. were inactive corporations at March 31, 2016 and December 31, 2015. Inter-company balances and transactions have been eliminated. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly Observable as of the end of the period. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. 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 carrying amounts of the Companys financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of the derivative liabilities of $61,062 and $249,246 at March 31, 2016 and December 31, 2015, respectively, were valued using Level 2 inputs. |
Derivative Financial Instruments | The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Internal Software Development Costs | Development costs incurred in the research and development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be established when all planning, designing, coding and testing has been completed according to design specifications. After technological feasibility is established, any additional costs are capitalized. Through March 31, 2016, technological feasibility of the Companys software had not been established; and, accordingly, no costs have been capitalized to date. |
Loss per Common Share | Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the periods ended March 31, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of March 31, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2016 2015 Convertible Notes Payable 24,461,638 4,362,162 |
Share-based Compensation | The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes | The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures. In August, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Improvements to Employee Share-Based Payment Accounting Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future condensed consolidated financial statement presentation or disclosures. |
Significant and Critical Acco17
Significant and Critical Accounting Policies and Practices (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Significant And Critical Accounting Policies And Practices Tables | |
Schedule of Investments in and Advances to Affiliates, Schedule of Investments | 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 | March 31, 2016 2015 Convertible Notes Payable 24,461,638 4,362,162 |
Note Payable (Tables)
Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Note Payable Tables | |
Summary of notes payable | As of March 31, December 31, 2016 2015 Individual(a) $ 9,000 $ 9,000 Tarpon(b) 25,000 - Tarpon(c) - 50,000 Total $ 34,000 $ 59,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Debt | March 31, 2016 December 31, 2015 Convertible notes payable, net $ 16,545 $ 11,441 Convertible notes payable, related party, net 15,833 13,003 Total $ 32,378 $ 24,444 |
Series of Convertible Notes [Member] | |
Convertible Debt | As of March 31, December 31, 2016 2015 Various Convertible Notes (a) $ 55,000 $ 55,000 Tarpon Convertible Note (b) 33,500 - Total Convertible Notes 88,500 55,000 Discount (56,122 ) (30,556 ) Convertible notes, net $ 32,378 $ 24,444 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Liability Tables | |
Schedule of Change of Fair Value of Derivative Liabilities | March 31, 2016 December 31, 2015 Exercise Price $ 0.0032 0.0119 $ 0.0124 0.0282 Stock Price 0.032 0.065 Risk-free interest rate 0.14 % 0.85 % Expected volatility 188 % 188 % Expected life (in years) 0.75 1.33 1.67 Expected dividend yield 0 % 0 % Fair Value: $ 61,062 $ 249,246 |
Organization and Basis of Pre21
Organization and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 | |||
Retained Earnings (Accumulated Deficit), Total | $ (5,419,600) | $ (4,654,011) | ||
Stockholders' deficit | (762,102) | $ (721,686) | ||
Net Loss | (765,589) | $ (3,182) | ||
Net Cash Used in Operating Activities | $ (29,253) | $ (57,905) | ||
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 | |||
Consultant [Member] | ||||
Stock Issued During Period, Shares, Issued for Services | 791,667 | 5,000,000 | ||
Matheau J. W. Stout [Member] | ||||
Stock Issued During Period, Shares, Issued for Services | 29,814,384 | |||
Shares issued for acquisition-related costs, Amount | $ 906,462 | |||
Vnue Media Inc [Member] | ||||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | |||
Vnue Inc. formerly TGRI [Member] | ||||
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 | |||
Vnue Inc. Vnue Washington [Member] | ||||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | |||
Shares issued upon reverse acquisition, Shares | 126,866,348 | |||
Vnue LLC [Member] | ||||
Entity Incorporation, Date of Incorporation | Aug. 1, 2013 | |||
Vnue Washington [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 79.00% |
Significant and Critical Acco22
Significant and Critical Accounting Policies and Practices (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Vnue Inc. formerly TGRI [Member] | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue Inc. Vnue Washington [Member] | |
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 Acco23
Significant and Critical Accounting Policies and Practices (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Significant And Critical Accounting Policies And Practices Details 1 | ||
Convertible notes payable | 24,461,638 | 4,362,162 |
Significant and Critical Acco24
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Significant And Critical Accounting Policies And Practices Details Narrative | ||
Fair value of the derivative liabilities | $ 61,062 | $ 249,246 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Related Party Transactions Details Narrative | ||
Note payable | $ 71,108 | $ 54,643 |
Advances from employees | $ 14,720 | $ 14,720 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Mar. 31, 2016 | Feb. 18, 2016 | Dec. 31, 2015 | Dec. 17, 2015 | |||
Notes payable | $ 34,000 | $ 59,000 | $ 9,000 | ||||
Individual [Member] | |||||||
Notes payable | [1] | 9,000 | 9,000 | ||||
Tarpon [Member] | |||||||
Notes payable | 25,000 | [2] | $ 25,000 | [2] | |||
Tarpon One [Member] | |||||||
Notes payable | [3] | $ 50,000 | |||||
[1] | On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note is due within 10 business days of the Company receiving a notice of effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10 business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable and the balance will bear interest at 7%. The Company Form S-1 was declared effective on March 8, 2016 and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. | ||||||
[2] | On February 18, 2016, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 10), the Company issued a Promissory Note to Tarpon in the principal amount of $25,000 with an interest rate at 10% per annum and a maturity date of August 31, 2016. The note was recorded as financing cost upon issuance. | ||||||
[3] | On June 15, 2015, the Company entered into a Financing Cost Note of $50,000 with Tarpon as part of the Equity Purchase Agreement entered into with Tarpon on June 15, 2015. The note earns interest at 10% and is due on December 31, 2015. During 2016 the terms of the note were amended and this note was converted to a convertible note. See Note 5. |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Jun. 15, 2015 | Mar. 31, 2016 | Mar. 08, 2016 | Feb. 18, 2016 | Dec. 31, 2015 | Dec. 17, 2015 | |||
Short-term Debt [Line Items] | ||||||||
Notes Payable, Current, Total | $ 34,000 | $ 59,000 | $ 9,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 7.00% | 10.00% | |||||
Tarpon [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes Payable, Current, Total | $ 25,000 | [1] | $ 25,000 | [1] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Tarpon Bay Partners LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes Payable, Current, Total | $ 50,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2015 | |||||||
[1] | On February 18, 2016, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 10), the Company issued a Promissory Note to Tarpon in the principal amount of $25,000 with an interest rate at 10% per annum and a maturity date of August 31, 2016. The note was recorded as financing cost upon issuance. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Total Convertible Notes | $ 88,500 | $ 55,000 |
Discount | (56,122) | (30,556) |
Convertible notes, net | 32,378 | 24,444 |
Various Convertible Notes [Member] | ||
Total Convertible Notes | 55,000 | 55,000 |
Tarpon Convertible Note [Member] | ||
Total Convertible Notes | $ 33,500 |
Convertible Notes Payable (De29
Convertible Notes Payable (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible Notes Payable Details 1 | ||
Convertible notes payable, net | $ 16,545 | $ 11,441 |
Convertible notes payable, related party, net | 15,833 | 13,003 |
Total | $ 32,378 | $ 24,444 |
Convertible Notes Payable (De30
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2016 | Feb. 29, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 08, 2016 | Dec. 31, 2015 | Jun. 15, 2015 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 7.00% | 10.00% | |||
Debt Instrument, Face Amount | $ 55,000 | $ 55,000 | $ 55,000 | ||||
Debt Instrument, due to related parties | 30,000 | 30,000 | 30,000 | ||||
Debt Instrument, Unamortized Discount | 56,122 | 56,122 | $ 30,556 | ||||
Derivative liability upon issuance with a fair value | 64,976 | ||||||
Valuation discount recorded | 50,000 | ||||||
Financing cost recorded | 14,976 | ||||||
Amortization of debt discount | 7,294 | ||||||
Interest expense | $ 16,500 | ||||||
Tarpon Convertible Note [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The amendment added a conversion feature to the Note so that the Note and all accrued interest are convertible into shares of the Companys common stock at a conversion price equal to 80% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date, and the maturity date was extended to December 31, 2016 | ||||||
Debt Instrument, principal amount | $ 50,000 | ||||||
Debt Instrument, maturity date | Dec. 31, 2015 | ||||||
Principal amount converted | 16,500 | ||||||
Principal interest amount converted | $ 3,885 | ||||||
Number of shares of common stock converted | 3,488,075 | ||||||
Convertible Notes Issuance One [Member] | Next Equity Financing [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 | ||||||
Debt Instrument, Term | 36 months | ||||||
Convertible Notes Issuance One [Member] | Corporate Transaction [Member] | |||||||
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, on a fully diluted basis | ||||||
Debt Instrument, Term | 36 months | ||||||
Convertible Notes Issuance One [Member] | Maturity Conversion [Member] | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis | ||||||
Debt Instrument, Term | 36 months |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||
Stock Price | $ 0.032 | $ 0.065 |
Risk-free interest rate | 0.14% | 0.85% |
Expected volatility | 188.00% | 188.00% |
Expected life (in years) | 1 year 8 months 1 day | |
Expected dividend yield | 0.00% | 0.00% |
Fair Value: | $ 61,062 | $ 249,246 |
Minimum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exercise Price | $ 0.0032 | $ 0.0124 |
Expected life (in years) | 9 months | |
Maximum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exercise Price | $ 0.0119 | $ 0.0282 |
Expected life (in years) | 1 year 3 months 29 days |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Liability Details Narrative | ||
Other income | $ 231,852 | $ 93,488 |
Gain on extinguishment of derivative liability | 21,308 | |
Recorded derivative value | $ 64,976 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Jan. 02, 2016 | Sep. 10, 2015 | Feb. 26, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 08, 2016 | Feb. 18, 2016 | Jun. 15, 2015 |
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 644,401,239 | 640,913,164 | ||||||
Common stock value | $ 64,440 | $ 64,091 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 7.00% | |||||
Tarpon Bay Partners LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Purchase common stock | $ 10,000,000 | |||||||
Terminated equity purchase agreement | 10,000,000 | |||||||
Tarpon Bay Partners LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Purchase price per share, percentage | 125.00% | |||||||
Owned company's common stock percentage | 9.99% | |||||||
Purchase common stock | $ 5,000,000 | |||||||
Principal amount of promissory Note | 50,000 | |||||||
interest on principal amounts | $ 25,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Common Stock to be Issued One [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock based compensation | $ 12,500 | |||||||
Common stock share compensation | 50,000 | |||||||
Common stock value | $ 16,667 | |||||||
Stock Issued During Period, Shares, New Issues | 4,750,002 | |||||||
Purchase common stock | $ 29,167 | |||||||
Common Stock to be Issued [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds of common stock | $ 5,000 | |||||||
Common stock shares granted | 10,000,000 | |||||||
Stock based compensation | $ 650,000 | |||||||
Common stock share compensation | 791,667 | |||||||
Common Stock, Shares, Issued | 3,958,335 | 1,583,334 | ||||||
Common stock value | $ 123,578 | $ 86,291 | ||||||
Stock Issued During Period, Value, New Issues | $ 37,287 | |||||||
Stock Issued During Period, Shares, New Issues | 2,375,001 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2016 | Nov. 02, 2015 | |
Hughes Media Law Group Inc [Member] | |||
Other Commitments [Line Items] | |||
Defendant period | 60 days | ||
Hughes Media Law Group Inc [Member] | April 4, 2014 [Member] | |||
Other Commitments [Line Items] | |||
Unpaid legal fees | $ 130,553 | ||
Hughes Media Law Group Inc [Member] | July 25, 2016 [Member] | |||
Other Commitments [Line Items] | |||
Court issued judgment awarding fee | $ 133,482 | ||
Interest rate in judgment awarding fee | 12.00% | ||
Judgment stipulated fee | $ 12,000 | ||
Judgment recovery days | 5 days | ||
Monthly payment | $ 4,000 | ||
Universal Music [Member] | |||
Other Commitments [Line Items] | |||
Validity period of License agreement | 2 years | ||
Minimum guarantee provision | $ 50,000 | ||
Minimum guarantee provision due date | 10 days | ||
First Installment | September 2,015 | ||
Amortization amount recorded Operating expenses | $ 25,000 | ||
Prepaid amount of amortzation | $ 25,000 | ||
Universal Music [Member] | Second Year [Member] | |||
Other Commitments [Line Items] | |||
Minimum guarantee provision | $ 50,000 | ||
Minimum guarantee provision, second year | second year |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 09, 2016USD ($)Integer / Numbersshares | Jun. 30, 2016USD ($) |
Subsequent Event [Line Items] | ||
Charges recorded | $ 491,153 | |
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||
Subsequent Event [Line Items] | ||
Principal of convertible note | $ 100,000 | |
Interest rate on convertible note | 10.00% | |
Equity funding received | $ 1,000,000 | |
Equity funding percentage | 85.00% | |
Additional amount borrowed | $ 100,000 | |
Common shares granted | shares | 10,000,000 | |
Common stock granted, value | $ 41,000 | |
Increase of principal on note | $ 250,000 | |
Number of officers transferred | Integer / Numbers | 2 | |
Common stock transferred | shares | 35,000,000 | |
Common stock transferred, value | $ 108,000 |