VNUE (VNUE) 10-Q 16 Dec 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	VNUE, Inc.
Entity Central Index Key	1,376,804
Document Type	10-Q
Document Period End Date	Sep. 30, 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?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		646,919,239
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash	$ 49,711	$ 7,788
Prepaid expenses		37,500
Total Assets	49,711	45,288
Current Liabilities
Accounts payable	556,827	280,610
Accrued expenses	291,338	84,311
Advances from stockholders	14,720	14,720
Note payable to officer	72,153	54,643
Notes payable	34,000	59,000
Convertible notes payable, net	73,225	11,441
Convertible notes payable, related parties, net	20,833	13,003
Derivative liabilities	423,788	249,246
Total current liabilities	1,486,884	766,974
Commitment and contingencies
Stockholders' Equity
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	4,355,366	3,736,177
Common stock to be issued, 47,934,241 shares and 7,816,667 shares, respectively	908,570	132,057
Accumulated deficit	(6,765,549)	(4,654,011)
Total Stockholders' Equity	(1,437,173)	(721,686)
Total Liabilities and Stockholders' Equity	$ 49,711	$ 45,288

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred Stock, par value	$ 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 value	$ 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	47,934,241	7,816,667

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating expenses
Software development	$ 126,838	$ 87,243	$ 1,033,207	$ 1,665,424
Acquisition-related costs				906,462
General and administrative	154,908	413,408	992,470	682,804
Loss from Operations	(281,746)	(500,651)	(2,025,677)	(3,254,690)
Other income/(expenses)
Change in fair value of derivative liability	23,345	(6,551)	194,912	112,746
Gain on extinguishment of derivative liability			21,308
Financing costs	(214,067)	(17,281)	(332,081)	(110,463)
Sale of Trademark	30,000		30,000
Settlement of claims		(77,000)		(77,000)
Other income/(expenses), net	(207,412)	(100,832)	(85,861)	(74,717)
Net Loss	$ (489,158)	$ (601,483)	$ (2,111,538)	$ (3,329,407)
Earnings per share - Basic and Diluted	$ 0	$ 0	$ 0	$ (0.01)
Weighted Average Shares Outstanding - Basic and Diluted	688,916,014	490,040,183	675,915,117	590,029,018

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($)	Common Stock par value $0.0001	Additional Paid-In Capital	Shares to be Issued	Accumulated Deficit	Total
Beginning balance , Shares at Dec. 31, 2015	640,913,164
Beginning balance, Amount at Dec. 31, 2015	$ 64,091	$ 3,736,177	$ 132,057	$ (4,654,011)	$ (721,686)
Shares issued for cash			5,000		5,000
Shares issued for services			730,513		730,513
Fair value of shares transferred by officers for financing costs		$ 108,000			$ 108,000
Fair value of shares issued for financing costs			41,000		41,000
Fair value of shares transferred for compensation from majority shareholder		491,153			491,153
Shares issued for conversion of debt, Amount	$ 349	20,036			20,385
Shares issued for conversion of debt, Shares	3,488,075
Net loss				(2,111,538)	(2,111,538)
Ending balance, Shares at Sep. 30, 2016	644,401,239
Ending balance, Amount at Sep. 30, 2016	$ 64,440	$ 4,355,366	$ 908,570	$ (6,765,549)	$ (1,437,173)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities
Net loss	$ (2,111,538)	$ (3,329,407)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		53,100
Change in fair value of derivative liabilities	(194,912)	(112,746)
Derivative value in excess of convertible notes	90,762
Note issued for financing cost	25,000	50,000
Gain on extinguishment of debt	(21,308)
Amortization of debt discount	86,113	42,246
Shares issued for settlement of claims		77,000
Shares issued for services		1,629,811
Shares issued for acquisition-related costs		906,462
Shares to be issued for financing costs	41,000
Shares to be issued for services	730,513
Shares transferred for financing costs	108,000
Shares transferred for compensation	491,153
Changes in operating assets and liabilities
Prepaid expense	37,500
Accounts payable	276,217	69,894
Accrued expense	210,912	30,303
Net Cash Used in Operating Activities	(230,587)	(583,337)
Cash Flows from Investing Activities
Advances to related party		(52,037)
Net Cash Used in Investing Activities		(52,037)
Cash Flows from Financing Activities
Advances from (repayment to) stockholders, net	17,510	(14,983)
Repayment of convertible notes payable		(41,000)
Proceeds from issuance of convertible notes payable	250,000
Shares to be issued for proceeds from sale of common shares	5,000
Proceeds from issuance of common shares		726,320
Net Cash Provided by Financing Activities	272,510	670,337
Net Change in Cash	41,923	34,963
Cash - beginning of the reporting period	7,788	46
Cash - end of the reporting period	49,711	35,009
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
Return of common shares for the forgiveness of advances to related party		52,039
Note payable converted to convertible note	50,000
Fair value of derivative created upon issuance of convertible debt recorded as debt discount	$ 300,000

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 1 - Organization and Basis of Presentation	History and Organization VNUE, Inc. (formerly Tierra Grande Resources, Inc.) ("VNUE", "TGRI", or the "Company") was incorporated under the laws of the State of Nevada on April 4, 2006. 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 have 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 Company’s 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 and six months ended September 30, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period. Going Concern The Company’s 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 $1,437,173 at September 30, 2016, and incurred a net loss of $2,111,538, and used cash in operating activities of $230,587 for the nine months then ended. Certain of the Company’s notes payable are also past due and in default. These factors raise substantial doubt about the Company’s 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 Company’s 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 2 - Significant and Critical Accounting Policies and Practices	Principles of Consolidation The Company consolidates all wholly owned and majority-owned subsidiaries in which the Company’s 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 September 30, 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 Company’s 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 $423,788 and $249,246 at September 30, 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 September 30, 2016, technological feasibility of the Company’s 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 September 30, 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 September 30, 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. September 30, 2016 2015 Convertible Notes Payable 159,513,631 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 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 September 30, 2016 and December 31, 2015 the note payable to the officer was $72,153 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 September 30, 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 4 - Note Payable	Notes payable as of September 30, 2016 and December 31, 2015 consist of the following As of September 30, 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 Company’s Form S-1 was declared effective on March 8, 2016 and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. (b) On February 18, 2016, 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 $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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 5 - Convertible Notes Payable	Convertible notes payable consist of the following: As of September 30, December 31, 2016 2015 Various Convertible Notes (a) $ 55,000 $ 55,000 Tarpon Convertible Note (b) 33,500 - Ylimit, LLC (c) 250,000 - Total Convertible Notes 338,500 55,000 Discount (224,773 ) (30,556 ) Convertible notes, net $ 113,727 $ 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 September 30, 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 10), 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 Company’s 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 and interest of $10,075 and $10,310, respectively, into 1,144,925 shares and 2,343,150 shares, respectively, of the Company’s common stock. (c) 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 Company’s 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. On July 18, 2016, August 10, 2016 and September 30, 2016, the note was amended to authorize additional borrowings of $50,000 on each of the dates listed with the terms remaining the same except as noted above. The Note is secured by the Company’s rights, titles and interests in all the Company’s 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 for the period ended September 30, 2016. Further consideration for amounts borrowed after the initial $100,000 was the transfer of the ownership of an aggregate of 35,000,000 common shares from two officers to the lender valued at $108,000 which has been recorded as financing costs in the period ended September 30, 2016. The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were 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 Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the 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 September 30, 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. The Company also issued a convertible note on May 9, 2016 and created a derivative liability upon issuance with a fair value of $113,796, of which $100,000 was recorded as a valuation discount, and the remaining $13,796 was recorded as a financing cost. The Company also amended the noted dated May 9, 2016 on July 18, 2016, August 10, 2016 and September 30, 2016 and increased the amount borrowed by $50,000 on each of the three amendment dates. The additional borrowings created a derivative liability upon issuance with a fair value of $212,362, of which $150,000 was recorded as a valuation discount, and the remaining $62,362 was recorded as a financing cost. During the nine months ended September 30, 2016, amortization of debt discount was $177,800. In addition $16,500 of discount was recorded as interest expense upon conversion of the notes. The unamortized balance of the debt discount was $244,442 as of September 30, 2016. For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows: September 30, 2016 December 31, 2015 Convertible notes payable, net $ 73,225 $ 11,441 Convertible notes payable, related party, net 20,833 13,003 Total $ 94,058 $ 24,444

Derivative Liability

Derivative Liability	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 6 - Derivative Liabilty	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 5 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 September 30, 2016 and December 31, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: September 30, 2016 December 31, 2015 Exercise Price $ 0.0020 - 0.0116 $ 0.0124 - 0.0282 Stock Price $ 0.0026 $ 0.065 Risk-free interest rate 0.29 - 0.79 % 0.85 % Expected volatility 188 % 188 % Expected life (in years) 0.25 - 1.583 1.67 Expected dividend yield 0 % 0 % Fair Value: $ 423,788 $ 249,246 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes, 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 nine months ended September 30, 2016 and 2015, the Company recognized $2,440 and $119,297, respectively, as other income, which represented the change in the value of the derivative from the respective prior period. In addition, the Company recognized derivative liabilities of $391,135 upon issuance of convertible notes during the period and a gain of $21,308 during the nine months ended September 30, 2016 which represented the extinguishment of derivative liabilities related to conversion of notes to common stock.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 7 - Stockholders' Deficit	Shares 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 Company’s common stock in exchange for proceeds of $5,000. The shares due were not issued as of September 30, 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 Company’s 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 condensed consolidated balance sheet. During the period ended September 30, 2016, the consultant earned 5,541,669 shares with a value of $46,970. As of September 30, 2016, 7,125,003 shares of common stock with a value of $133,261 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 Company’s 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 September 30, 2016 the Company recognized $33,333 of compensation for the value of the shares. As of September 30, 2016, $50,000 of the value of the shares of common stock has been included in common shares to be issued in the accompanying condensed consolidated balance sheet. Total shares to be issued at the end of the contract was 19,230,768. 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 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 $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 Promissory Notes to Tarpon on June 15, 2015 and February 18, 2016 in the principal amounts of $50,000 and $25,000 with interest rates of 10% per annum. The maturity date of the note issued on June 15, 2015 was December 31, 2015 which was extended to December 31, 2016 as part of the note amendment on February 26, 2016. The maturity date of the note issued on February 18, 2016 is August 31, 2016. The issuance of the notes was recorded as a finance cost in the accompanying condensed consolidated statement of operations for the periods ending September 30, 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 September 30, 2016, Tarpon had not purchased any shares under this agreement. Ylimit, LLC 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. Further consideration was the granting of 10,000,000 shares of common stock, valued at $41,000. On July 18, 2016 the Company obtained an increase of principal on the note to $150,000, on August 10, 2016, the Company obtained an additional increase of principal on the note to $200,000, and on September 30, 2016 the Company obtained an further increase of principal on the note to $250,000. Further consideration for the increases in principal was the transfer of the ownership of an aggregate of 35,000,000 common shares from two officers to the lender valued at $108,000 which has been expensed as financing costs in the period ended September 30, 2016. As of September 30, 2016 the 10,000,000 shares related to the May 2016 borrowing have not been issued and are recorded as shares to be issued in the accompanying condensed consolidated balance sheet. Loss of Control - Transfer of Ownership On May 12, 2016, as part of the appointment of the Company’s new Chief Executive Officer, the Company’s 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

Commitment and Contingencies

Commitment and Contingencies	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 8 - Commitment 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-sub-licensable 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), 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 September 30, 2016, the entire $50,000 of this amount has been amortized and recorded as an operating expense. Upon mutual agreement of the parties the second payment has been deferred pending certain revisions of the agreement currently being negotiated between the parties.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements [Abstract]
Note 9 - Subsequent Events	None.

Significant and Critical Acco16

Significant and Critical Accounting Policies and Practices (Policies)	9 Months Ended
	Sep. 30, 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 Company’s 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 September 30, 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 Company’s 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 $423,788 and $249,246 at September 30, 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 September 30, 2016, technological feasibility of the Company’s 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 September 30, 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 September 30, 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. September 30, 2016 2015 Convertible Notes Payable 159,513,631 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.

Significant and Critical Acco17

Significant and Critical Accounting Policies and Practices (Tables)	9 Months Ended
	Sep. 30, 2016
Significant And Critical Accounting Policies And Practices Tables
Schedule of Principles of 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 %
Schedule of Loss per Common Share	September 30, 2016 2015 Convertible Notes Payable 159,513,631 4,362,162

Note Payable (Tables)

Note Payable (Tables)	9 Months Ended
	Sep. 30, 2016
Note Payable Tables
Schedule of Notes payable	As of September 30, 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 Company’s Form S-1 was declared effective on March 8, 2016 and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. (b) On February 18, 2016, 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 $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 (Tabl

Convertible Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2016
Convertible Notes Payable Tables
Schedule of Convertible notes payable	As of September 30, December 31, 2016 2015 Various Convertible Notes (a) $ 55,000 $ 55,000 Tarpon Convertible Note (b) 33,500 - Ylimit, LLC (c ) 250,000 - Total Convertible Notes 338,500 55,000 Discount (224,773 ) (30,556 ) Convertible notes, net $ 113,727 $ 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 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 September 30, 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 10), 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 Company’s 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 principal and interest of $10,075 and $10,310, respectively, into 1,144,925 shares and 2,343,150 shares, respectively, of the Company’s common stock. (c) 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 Company’s 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. On July 18, 2016, August 10, 2016 and September 30, 2016, the note was amended to authorize additional borrowings of $50,000 on each of the dates listed with the terms remaining the same except as noted above. The Note is secured by the Company’s rights, titles and interests in all the Company’s 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 for the period ended September 30, 2016. Further consideration for amounts borrowed after the initial $100,000 was the transfer of the ownership of an aggregate of 35,000,000 common shares from two officers to the lender valued at $108,000 which has been recorded as financing costs in the period ended September 30, 2016.
Schedule of convertible notes payable for balance sheet	September 30, 2016 December 31, 2015 Convertible notes payable, net $ 73,225 $ 11,441 Convertible notes payable, related party, net 20,833 13,003 Total $ 94,058 $ 24,444

Derivative Liabilty (Tables)

Derivative Liabilty (Tables)	9 Months Ended
	Sep. 30, 2016
Derivative Liabilty Tables
Schedule of derivative liabilities fair value	September 30, 2016 December 31, 2015 Exercise Price $ 0.0020 – 0.0116 $ 0.0124 – 0.0282 Stock Price 0.0026 0.065 Risk-free interest rate 0.29 – 0.79% 0.85% Expected volatility 188% 188% Expected life (in years) 0.25 – 1.583 1.67 Expected dividend yield 0% 0% Fair Value: $ 423,788 $ 249,246

Organization and Basis of Pre21

Organization and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Stockholders' deficit	$ (1,437,173)		$ (1,437,173)		$ (721,686)
Net Loss	$ (489,158)	$ (601,483)	(2,111,538)	$ (3,329,407)
Net Cash Used in Operating Activities			$ (230,587)	$ (583,337)
Vnue Inc. formerly TGRI [Member]
State Country Name			State of Nevada
Entity Incorporation, Date of Incorporation			Apr. 4, 2006
Vnue LLC [Member]
State Country Name			The State of Washington
Entity Incorporation, Date of Incorporation			Aug. 1, 2013
Vnue Inc. Vnue Washington [Member]
State Country Name			The State of Washington
Entity Incorporation, Date of Incorporation			Oct. 16, 2014
Shares issued for acquisition-related costs, Shares			29,814,384
Shares issued for acquisition-related costs, Amount			$ 906,462
Shares issued upon reverse acquisition, Shares			126,866,348
Vnue Washington [Member]
Business Acquisition, Percentage of Voting Interests Acquired	79.00%		79.00%
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
Shares issued for acquisition-related costs, Shares			29,814,384

Significant and Critical Acco22

Significant and Critical Accounting Policies and Practices (Details)	9 Months Ended
	Sep. 30, 2016
Vnue Inc. formerly TGRI [Member]
State Country Name	State of Nevada
Entity Incorporation, Date of Incorporation	Apr. 4, 2006
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue Inc. Vnue Washington [Member]
State Country Name	The State of Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue LLC [Member]
State Country Name	The State of Washington
Entity Incorporation, Date of Incorporation	Aug. 1, 2013
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue Technology Inc [Member]
State Country Name	The State of Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	90.00%
Vnue Media Inc [Member]
State Country Name	The State of Washington
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	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Accounting Policies [Abstract]
Convertible notes payable	159,513,631	4,362,162

Significant and Critical Acco24

Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Derivative liabilities	$ 423,788	$ 249,246

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Related Party Transactions [Abstract]
Note payable to officer	$ 72,153	$ 54,643
Advances from stockholders	$ 14,720	$ 14,720

Note Payable (Details)

Note Payable (Details) - USD ($)		Sep. 30, 2016	Dec. 31, 2015
Notes payable		$ 34,000	$ 59,000
Individual [Member]
Notes payable	[1]	9,000	9,000
Tarpon [Member]
Notes payable	[2]	25,000
Tarpon One [Member]
Notes payable	[3]		$ 50,000
[1]	(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 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]	(b) On February 18, 2016, 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 $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]	(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.

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	1 Months Ended
	Aug. 31, 2016	Jun. 15, 2015	Sep. 30, 2016	Feb. 18, 2016	Dec. 31, 2015	Dec. 17, 2015
Short-term Debt [Line Items]
Notes Payable, Current, Total			$ 34,000		$ 59,000
Principal amount						$ 9,000
Bear interest						7.00%
Tarpon Bay Partners LLC [Member]
Short-term Debt [Line Items]
Financing cost		$ 50,000
Tarpon Bay Partners LLC [Member]
Short-term Debt [Line Items]
Debt Instrument, Maturity Date	Aug. 31, 2016
Principal amount				$ 25,000
Bear interest				10.00%	10.00%

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 338,500	$ 55,000
Debt Instrument, Unamortized Discount	(224,773)	(30,556)
Convertible Debt, Total	113,727	24,444
Various Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	55,000	55,000
Tarpon Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	33,500
YLimit, LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 250,000

Convertible Notes Payable (De29

Convertible Notes Payable (Details) (Parenthetical) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	May 09, 2016	Mar. 28, 2016	Mar. 02, 2016	Dec. 31, 2015	Aug. 31, 2014
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 338,500					$ 55,000
Debt Instrument, Convertible, Terms of Conversion Feature	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 Company rights, titles and interests in all the Company’s tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future.
Repayments of Convertible Debt		$ 41,000
Promissory Note	$ 73,225					$ 11,441
Common stock granted, shares	10,000,000
Common stock granted, value	$ 41,000
Stock Issued During Period, Shares, New Issues	5,000
Stock Issued During Period, Value, New Issues		$ 9,561,381
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 55,000
Debt Instrument, Term	36 months
Repayments of Convertible Debt	$ 27,500
Due to related parties	30,000
Convertible Notes Issuance Two [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount							$ 15,000
Convertible Notes Issuance One [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage						10.00%
Officers [Member]
Debt Instrument [Line Items]
Amounts borrowed	$ 100,000
Stock Issued During Period, Shares, New Issues	35,000,000
Stock Issued During Period, Value, New Issues	$ 108,000
Tarpon [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			10.00%			10.00%
Debt Instrument, Convertible, Terms of Conversion Feature	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
Promissory Note			$ 100,000			$ 50,000
Converted common stock, shares				2,343,150	1,144,925
Convertedcommon stock, value				$ 10,310	$ 10,075
Equity funding						$ 100,000
Next Equity Financing [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	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 (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis.

Convertible Notes Payable (De30

Convertible Notes Payable (Details 1) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Convertible Notes Payable Details 1
Convertible notes payable, net	$ 73,225	$ 11,441
Convertible notes payable, related party, net	20,833	13,003
Total	$ 113,727	$ 24,444

Convertible Notes Payable (De31

Convertible Notes Payable (Details Narrative) - USD ($)	May 09, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Derivative value in excess of convertible notes		$ 212,362
Amortization of debt discount		86,113	42,246
Debt Instrument, Unamortized Discount		(224,773)		$ (30,556)
Sale of convertible notes payable		150,000
Recorded derivative liability		62,362	$ 16,500
Increased borrowed amount		50,000
Tarpon Bay Partners LLC [Member]
Debt Instrument, Unamortized Discount		244,442
Tarpon Convertible Note [Member]
Amortization of debt discount		177,800
Sale of convertible notes payable	$ 100,000	50,000
Recorded derivative liability	113,796	64,976
Recorded financing cost	$ 13,796	$ 14,976

Derivative Liability (Details)

Derivative Liability (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Stock Price	$ 0.0026	$ 0.065
Risk-free interest rate		0.85%
Expected volatility	188.00%	188.00%
Expected life (in years)	1 year 8 months 1 day	1 year 8 months 1 day
Expected dividend yield	0.00%	0.00%
Fair Value:	$ 423,788	$ 249,246
Maximum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.0020	$ 0.0282
Risk-free interest rate	0.29%
Expected life (in years)	3 months
Minimum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.0116	$ 0.0124
Risk-free interest rate	0.79%
Expected life (in years)	1 year 6 months 30 days

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Derivative Liability Details Narrative
Other income			$ 2,440	$ 119,297
Gain on extinguishment of derivative liability			(21,308)
Issuance of convertible note			$ 391,135

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - USD ($)

Sep. 10, 2016

Aug. 10, 2016

May 09, 2016

Jan. 02, 2016

Sep. 10, 2015

Sep. 08, 2015

Aug. 31, 2016

Jul. 18, 2016

Feb. 26, 2016

Jul. 23, 2015

May 29, 2015

Mar. 31, 2016

Sep. 30, 2016

Sep. 30, 2015

Dec. 31, 2015

Feb. 18, 2016

Jun. 15, 2015

Class of Stock [Line Items]

Common Stock, Shares, Issued

644,401,239

640,913,164

Sale of Stock, Price Per Share

$ 0.065

Stock Issued During Period, Value, New Issues

$ 9,561,381

Stock Issued During Period, Shares, New Issues

5,000

Stock Issued During Period, Value, Issued for Services

$ 350,390

Stock Issued During Period, Shares, Issued for Services

730,513

Common stock value

$ 64,440

$ 64,091

Sale of Stock, Description of Transaction

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.

Sale of Stock, Percentage of Ownership after Transaction

9.99%

Increase principal of promissory note

$ 250,000

Common Stock, Conversion

The holder of the preferred stock exercised that conversion on May 29, 2015 and received 6,709,775 in exchange for 6,709,775 shares of preferred stock.

Fair market value

491,153

Common Stock, Shares unissued

$ 10,000,000

Tarpon Bay Partners LLC [Member]

Class of Stock [Line Items]

Purchase common stock

$ 10,000,000

Debt Instrument, Maturity Date

Aug. 31, 2016

Terminated equity purchase agreement

$ 10,000,000

YLimit, LLC [Member]

Class of Stock [Line Items]

Common stock value

$ 41,000

Common stock shares granted

10,000,000

Principal amount of promissory Note

$ 100,000

Increase principal of promissory note

$ 200,000

$ 150,000

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Shares To Be Issued [Member]

Class of Stock [Line Items]

Common Stock, Shares, Issued

1,583,334

Stock Issued During Period, Shares, New Issues

25,000

Common stock share compensation

50,000

Common stock value

$ 86,291

Common stock shares granted

10,000,000

1,000,000

Proceeds of common stock

$ 5,000

Stock based compensation

$ 650,000

Shares To Be Issued One

Class of Stock [Line Items]

Common Stock, Shares, Issued

6,333,336

16,667

Stock Issued During Period, Value, New Issues

$ 43,882

Stock Issued During Period, Shares, New Issues

5,000

Common stock share compensation

50,000

791,667

Common stock value

$ 130,173

$ 16,667

Purchase common stock

41,667

Stock based compensation

25,000

Tarpon Bay Partners LLC [Member]

Class of Stock [Line Items]

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%

Officers [Member]

Class of Stock [Line Items]

Stock Issued During Period, Value, New Issues

$ 108,000

Stock Issued During Period, Shares, New Issues

35,000,000

Commitment and Contingencies (D

Commitment and Contingencies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 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		$ 50,000
Universal Music [Member] | Second Year [Member]
Other Commitments [Line Items]
Minimum guarantee provision			$ 50,000
Minimum guarantee provision, second year	second year