VNUE (VNUE) 10-Q 21 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2017shares
Document And Entity Information
Entity Registrant Name	VNUE, Inc.
Entity Central Index Key	1,376,804
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
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	69,482,575
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 7,473	$ 17,952
Prepaid expenses	4,667
Total assets	12,140	17,952
Current Liabilities
Accounts payable and accrued expenses	522,781	391,952
Accrued payroll (including $407,635 and $312,710 payable to officers)	839,563	703,138
Advances from stockholders	14,720	14,720
Note payable to officer	74,131	74,131
Notes payable	9,000	34,000
Convertible notes payable, net	222,108	121,865
Convertible notes payable, related parties, net	27,056	22,101
Derivative liabilities	704,059	508,107
Total current liabilities	2,413,418	1,870,014
Commitment and contingencies
Stockholders’ Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized; none issued
Common stock, par value $0.0001: 750,000,000 shares authorized; 69,244,707 and 64,487,970 shares issued and outstanding, respectively	6,924	6,449
Additional Paid-in Capital	4,652,382	4,428,357
Common stock to be issued, 4,674,352 shares and 4,674,352 shares, respectively	903,570	903,570
Accumulated deficit	(7,964,155)	(7,190,438)
Total Stockholders’ Deficit	(2,401,278)	(1,852,062)
Total Liabilities and Stockholders’ Deficit	$ 12,140	$ 17,952

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Liabilities
Accrued payroll payable to officers	$ 407,635	$ 312,710
Stockholders' Equity
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	750,000,000	750,000,000
Common Stock, shares issued	69,244,707	64,487,970
Common Stock, shares outstanding	69,244,707	64,487,970
Common stock to be issued	4,674,352	4,674,352

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Condensed Consolidated Statements Of Operations
Revenues	$ 37,825		$ 37,825
Operating Expenses
Direct costs of revenues	35,151		35,151
Software development	24,706	139,593	68,127	906,369
General and administrative	178,332	654,821	458,737	837,562
Loss from Operations	(200,364)	(794,414)	(524,191)	(1,743,931)
Other income/(expenses)
Change in fair value of derivative liability	(19,502)	(13,959)	(19,399)	218,257
Gain on extinguishment of derivative liability			118,309	21,308
Financing costs	(201,205)	(48,782)	(348,436)	(118,014)
Other income/(expenses), net	(220,707)	(62,377)	(249,526)	121,551
Net Loss	$ (421,071)	$ (856,791)	$ (773,717)	$ (1,622,380)
Loss per share - Basic and Diluted	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average common shares outstanding - Basic and Diluted	73,621,077	67,765,526	71,334,151	66,940,661

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($)	Common Stock par value $0.0001	Additional Paid-In Capital	Shares to be Issued	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2016	64,487,970
Beginning balance, amount at Dec. 31, 2016	$ 6,449	$ 4,428,357	$ 903,570	$ (7,190,438)	$ (1,852,062)
Shares returned by officer, shares	(5,000,000)
Shares returned by officer, amount	$ (500)	500
Shares issued for services, shares	2,575,000
Shares issued for services, amount	$ 258	94,868			95,125
Shares issued for conversion of debt, shares	7,181,736
Shares issued for conversion of debt, amount	$ 718	62,803			63,521
Beneficial conversion feature on conversion of note		65,855			65,855
Net loss				(773,717)	(773,717)
Ending balance, shares at Jun. 30, 2017	69,244,707
Ending balance, amount at Jun. 30, 2017	$ 6,924	$ 4,652,382	$ 903,570	$ (7,964,155)	$ (2,401,278)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows From Operating Activities
Net loss	$ (773,717)	$ (1,622,380)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	19,399	(218,257)
Derivative value in excess of convertible notes	112,862	28,431
Note issued for financing costs		25,000
Gain on extinguishment of derivative liability	(118,309)	(21,308)
Amortization of debt discount	138,698	47,400
Beneficial conversion feature on conversion of note	65,855
Original issue discount on convertible note payable	3,000
Shares to be issued for financing costs		41,000
Shares issued for services	95,125
Shares to be issued for services		719,027
Shares transferred for compensation		491,153
Changes in operating assets and liabilities:
Prepaid expense	(4,667)	25,000
Accounts payable and accrued expenses	135,850	229,380
Accrued payroll	136,425	130,391
Net Cash Used in Operating Activities	(189,479)	(125,163)
Cash Flows From Financing Activities
Advances from (repayment to) stockholders, net		14,166
Proceeds from issuance of convertible notes payable	179,000	100,000
Shares to be issued for proceeds from sale of common shares		5,000
Net Cash Provided by Financing Activities	179,000	119,166
Net Change in Cash	(10,479)	(5,977)
Cash – Beginning of the Reporting Period	17,952	7,788
Cash – End of the Reporting Period	7,473	1,791
Supplemental Disclosure of Cash Flow Information:
Interest Paid
Income Tax Paid
Non-Cash Financing Activities
Common shares issued upon conversion of notes payable and accrued interest	63,521	20,385
Return of common shares by officer	(500)
Note payable converted to convertible note		50,000
Fair value of derivative created upon issuance of convertible debt recorded as debt discount	$ 179,000	$ 150,000

Organization and Basis of Prese

Organization and Basis of Presentation	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Note 1 - Organization and Basis of Presentation	History and Organization VNUE, Inc. (formerly Tierra Grande Resources, Inc.) ("VNUE", "TGRI", or the "Company") was incorporated under the laws of the State of Nevada on April 4, 2006. On May 29, 2015, VNUE, Inc. 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 50,762,987 shares of TGRI common stock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and the transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. The Company is developing a technology driven solution for Artists, Venues and Festivals to automate the capturing, publishing and monetization of their content. The Company conducted a reverse stock split of the Company’s common stock at a ratio 1 for 10 of each share issued and outstanding on the effective date of April 15, 2017. The reverse was effective as to the market on August 7, 2017. All historical reported share amounts within have been adjusted to reflect the reverse stock split. 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, 2016 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2017 (the “2016 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 and notes thereto included in the 2016 Annual Report. The results of operations for the three and six months ended June 30, 2017 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 $2,401,278 at June 30, 2017, and incurred a net loss of $773,717, and used net cash in operating activities of $189,479 for the reporting period 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 within one year after the date that the financial statements are issued. 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. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements were issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the year ended December 31, 2016, has expressed substantial doubt about the Company’s ability to continue as a going concern. Management estimates that the current funds on hand will be sufficient to continue operations through September 2017. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in 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	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
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 incorporation Date of incorporation (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 with no operations at June 30, 2017 and 2016, respectively. Inter-company balances and transactions have been eliminated. Revenue Recognition The Company recognizes revenue on the sale of digital video disks (DVD) that contain the recording of live concerts and made available to concert viewers immediately after the show and on-line. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. 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 reporting date 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, 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 $704,059 and $508,107 at June 30, 2017 and December 31, 2016, 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. 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 six months ended June 30, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of June 30, 2017 and 2016, 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. June 30, 2017 2016 Convertible Notes Payable 87,919,472 8,140,360 Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718) In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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 financial statements.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Note 3 - Related Party Transactions	Note payable to President and Significant Stockholder On December 31, 2014 the Company entered into a note payable agreement with its President, and significant stockholder of the Company. The note is unsecured, non-interest bearing and due on December 31, 2024. As of June 30, 2017 and December 31, 2016, the note payable to the officer was $74,131 and $74,131, respectively. Advances from Stockholders / Employees From time to time, employees of the Company advance funds to the Company for working capital purposes. The advances are unsecured, non-interest bearing and due on demand. As of June 30, 2017 and December 31, 2016, the advances from the employees were $14,720 and $14,720, respectively. Convertible Notes Payable to the Officers and Directors In August 2014 the Company issued non-interest bearing convertible notes to certain Officers and Directors of the Company for working capital purposes. The notes are convertible at variable prices 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. See further discussion in Note 5. Transactions with Louis Mann On August 26, 2015, the Company entered into an Advisory Agreement with Louis Mann (“MANN”), a former officer and director with the Company who resigned from his officer and director on August 26, 2015. The Advisory Agreement provided for MANN’s continued and ongoing advisory services to the Company until December 31, 2015 and MANN was to be paid $25,000 for providing such advisory services, which was due and payable on or before December 31, 2015. Such amount is included in accrued expenses at June 30, 2017 and December 31, 2016, respectively.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Note 4 - Notes Payable	Notes payable as of June 30, 2017 and December 31, 2016 consist of the following As of June 30, December 31, 2017 2016 Individual (a) $ 9,000 $ 9,000 Tarpon (b) - 25,000 Total $ 9,000 $ 34,000 __________ (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. On April 7, 2017, 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 50% 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, 2017. On April 7, 2017, Tarpon converted its remaining aggregate principal and interest balance of $27,116 into 3,873,377 shares of the Company’s common stock and the Note was retired. The market price on the date of conversion was in excess of the conversion price and as a result, the Company recorded a beneficial conversion feature on the conversion of $65,855 during both the three and six months ended June 30, 2017, which is included in financing costs in the Condensed Consolidated Statements of Operations.

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Note 5 - Convertible Notes Payable	Convertible notes payable consist of the following: As of June 30, December 31, 2017 2016 VariousConvertibleNotes (a) $ 55,000 $ 55,000 TarponConvertibleNote (b) - 33,500 TarponConvertibleNote (c) 33,000 - Ylimit,LLC (d) 449,000 300,000 Total Convertible Notes 537,000 388,500 Discount (287,836 ) (244,534 ) Convertible notes, net $ 249,164 $ 143,966 __________ (a) In August 2014 the Company 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 June 30, 2017 and December 31, 2016, 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. During 2016, Tarpon converted aggregate principal and interest of $20,385 into 3,488,075 shares of the Company’s common stock. During the six months ended June 30, 2017, Tarpon converted its remaining aggregate principal and interest balance of $36,405 into 3,307,959 shares of the Company’s common stock and the Note was retired. (c) On March 11, 2017 the Company issued a convertible note to Tarpon in the principal amount of $33,000 which included a 10% original issue discount, or $3,000, with an interest rate at 10% per annum and a maturity date of December 31, 2017. The Note Conversion is determined as follows: The note is convertible into shares of the Company’s common stock at the lessor of (i) 50% of the lowest closing bid price in the 30 trading days prior to the date that the note was issued or (ii) 50% of the lowest closing bid price in the 30 trading days prior to the day that the Holder requests conversion; unless otherwise modified by mutual agreement between the Parties (the “Conversion Price”); provided that if the closing bid price for the common stock on the Clearing Date (defined below) is lower than that used for the Conversion Price, then the Conversion Price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Holder to reflect such adjusted conversion price. On July 14, 2017, the Company paid the remaining outstanding principal and interest balance of $37,950 in cash and the Note was retired. (d) 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. During the six months ended June 30, 2017, the Company received additional borrowings of $149,000. Subsequent to June 30, 2017, the Company received additional borrowings of $53,000. 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, 2016, the unamortized debt discount was $244,534. During the six months ended June 30, 2017, the Company issued $182,000 of convertible notes and created a derivative liability upon issuance with a fair value of $294,863, of which $182,000 was recorded as a valuation discount, and the remaining $112,863 was recorded as a financing cost. During the six months ended June 30, 2017, amortization of debt discount was $138,698. The unamortized balance of the debt discount was $287,836 as of June 30, 2017. For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows: June 30, 2017 December 31, 2016 Convertible notes payable, net $ 222,108 $ 121,865 Convertible notes payable, related party, net 27,056 22,101 Total $ 249,164 $ 143,966

Derivative Liability

Derivative Liability	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
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 either subject to an adjustment based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of June 30, 2017 and December 31, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: June 30, 2017 Issued 2017 December 31, 2016 Exercise Price $ $ 0.002 - 0.108 $ 0.005 - 0.026 $ 0.013 – 0.116 Stock Price $ $ 0.009 $ 0.006 - 0.035 $ 0.044 Risk-free interest rate 0.84 - 1.24% 0.94 - 1.04% 0.59 – 0.85% Expected volatility 274% 273% - 277% 243% Expected life (in years) 0.083 - 1.000 0.792 - 1.292 0.583 – 1.833 Expected dividend yield 0% 0% 0% Fair Value: $ 704,059 $ 294,863 $ 508,107 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. 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 six months ended June 30, 2017, the Company recognized $19,399 as other expense, compared to $218,257 as other income during the six months ended June 30, 2016, which represented the change in the fair value of the derivative from the respective prior period. In addition, the Company recognized derivative liabilities of $294,863 upon issuance of convertible notes during the period and a gain of $118,309 during the six months ended June 30, 2017 which represented the extinguishment of derivative liabilities related to conversion of notes to common stock.

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Note 7 - Stockholders’ Deficit	Common stock returned by officer On March 15, 2017, a Company officer voluntarily returned 5,000,000 shares of Common Stock held by him to the Company for no consideration. The shares were subsequently cancelled. Shares issued for services During the six months ended June 30, 2017, the Company issued an aggregate of 2,575,000 shares of its common stock to certain employees and contractors for services valued at $95,125, based upon the closing market price on the date the shares were authorized to be issued. 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”). 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. 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 period ending March 31, 2016. 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. As of June 30, 2017, Tarpon had not purchased any shares under this agreement.

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
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 $130,553 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement with VNUE Washington VNUE Washington VNUE Washington

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Note 9 - Subsequent Events	On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer. On July 14, 2017, the Company paid $37,950 to Tarpon for the remaining outstanding principal and interest balance on its Note and the Note was retired (see Note 4). Subsequent to June 30, 2017, the Company received additional borrowing of $53,000 from Ylimit, LLC under the terms of the amended note payable agreement dated March 8, 2017 (see Note 5).

Significant and Critical Acco16

Significant and Critical Accounting Policies and Practices (Policies)	6 Months Ended
	Jun. 30, 2017
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 incorporation Date of incorporation (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 with no operations at June 30, 2017 and 2016, respectively. Inter-company balances and transactions have been eliminated.
Revenue Recognition	The Company recognizes revenue on the sale of digital video disks (DVD) that contain the recording of live concerts and made available to concert viewers immediately after the show and on-line.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities.
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 reporting date 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, 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 $704,059 and $508,107 at June 30, 2017 and December 31, 2016, 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.
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 six months ended June 30, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of June 30, 2017 and 2016, 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. June 30, 2017 2016 Convertible Notes Payable 87,919,472 8,140,360
Recently Issued Accounting Pronouncements	In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718) In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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 financial statements.

Significant and Critical Acco17

Significant and Critical Accounting Policies and Practices (Tables)	6 Months Ended
	Jun. 30, 2017
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	June 30, 2017 2016 Convertible Notes Payable 87,919,472 8,140,360

Note Payable (Tables)

Note Payable (Tables)	6 Months Ended
	Jun. 30, 2017
Note Payable Tables
Schedule of Notes payable	As of June 30, December 31, 2017 2016 Individual (a) $ 9,000 $ 9,000 Tarpon (b) - 25,000 Total $ 9,000 $ 34,000

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2017
Convertible Notes Payable Tables
Schedule of Convertible notes payable	As of June 30, December 31, 2017 2016 VariousConvertibleNotes (a) $ 55,000 $ 55,000 TarponConvertibleNote (b) - 33,500 TarponConvertibleNote (c) 33,000 - Ylimit,LLC (d) 449,000 300,000 Total Convertible Notes 537,000 388,500 Discount (287,836 ) (244,534 ) Convertible notes, net $ 249,164 $ 143,966 __________ (a) In August 2014 the Company 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 June 30, 2017 and December 31, 2016, 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. During 2016, Tarpon converted aggregate principal and interest of $20,385 into 3,488,075 shares of the Company’s common stock. During the six months ended June 30, 2017, Tarpon converted its remaining aggregate principal and interest balance of $36,405 into 3,307,959 shares of the Company’s common stock and the Note was retired. (c) On March 11, 2017 the Company issued a convertible note to Tarpon in the principal amount of $33,000 which included a 10% original issue discount, or $3,000, with an interest rate at 10% per annum and a maturity date of December 31, 2017. The Note Conversion is determined as follows: The note is convertible into shares of the Company’s common stock at the lessor of (i) 50% of the lowest closing bid price in the 30 trading days prior to the date that the note was issued or (ii) 50% of the lowest closing bid price in the 30 trading days prior to the day that the Holder requests conversion; unless otherwise modified by mutual agreement between the Parties (the “Conversion Price”); provided that if the closing bid price for the common stock on the Clearing Date (defined below) is lower than that used for the Conversion Price, then the Conversion Price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Holder to reflect such adjusted conversion price. On July 14, 2017, the Company paid the remaining outstanding principal and interest balance of $37,950 in cash and the Note was retired. (d) 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. During the six months ended June 30, 2017, the Company received additional borrowings of $149,000. Subsequent to June 30, 2017, the Company received additional borrowings of $53,000.
Schedule of convertible notes payable for balance sheet	June 30, 2017 December 31, 2016 Convertible notes payable, net $ 222,108 $ 121,865 Convertible notes payable, related party, net 27,056 22,101 Total $ 249,164 $ 143,966

Derivative Liabilty (Tables)

Derivative Liabilty (Tables)	6 Months Ended
	Jun. 30, 2017
Derivative Liabilty Tables
Schedule of derivative liabilities fair value	June 30, 2017 Issued During 2017 December 31, 2016 Exercise Price $ $ 0.002 - 0.108 $ 0.005 - 0.026 $ 0.013 – 0.116 Stock Price $ $ 0.009 $ 0.006 - 0.035 $ 0.044 Risk-free interest rate 0.84 - 1.24% 0.94 - 1.04% 0.59 – 0.85% Expected volatility 274% 273% - 277% 243% Expected life (in years) 0.083 - 1.000 0.792 - 1.292 0.583 – 1.833 Expected dividend yield 0% 0% 0% Fair Value: $ 704,059 $ 294,863 $ 508,107

Organization and Basis of Pre21

Organization and Basis of Presentation (Details Narrative)	6 Months Ended
	Jun. 30, 2017USD ($)shares
Stock split description	1 for 10
Stockholders’ Deficit	$ 2,401,278
Net Loss	773,717
Net Cash Used in Operating Activities	$ 189,479
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Entity Incorporation, Date of Incorporation	Apr. 4, 2006
TGRI [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	50,762,987

Significant and Critical Acco22

Significant and Critical Accounting Policies and Practices (Details)	6 Months Ended
	Jun. 30, 2017
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Entity Incorporation, Date of Incorporation	Apr. 4, 2006
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue Inc. Vnue Washington [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue LLC [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Aug. 1, 2013
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue Technology Inc [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	90.00%
Vnue Media Inc [Member]
State of Incorporation	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	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Significant And Critical Accounting Policies And Practices Details 1
Convertible Notes Payable	87,919,472	8,140,360

Significant and Critical Acco24

Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Significant And Critical Accounting Policies And Practices Details Narrative
Derivative liabilities	$ 704,059	$ 508,107

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended
	Aug. 26, 2015	Jun. 30, 2017	Dec. 31, 2016
Note payable to officer		$ 74,131	$ 74,131
Advances from stockholders		$ 14,720	$ 14,720
Mann [Member]
Advisory Agreement Description	The Advisory Agreement provided for MANN ’s continued and ongoing advisory services to the Company until December 31, 2015 and MANN was to be paid $25,000 for providing such advisory services, which was due and payable on or before December 31, 2015. Such amount is included in accrued expenses at June 30, 2017 and December 31, 2016, respectively

Note Payable (Details)

Note Payable (Details) - USD ($)		Jun. 30, 2017	Dec. 31, 2016
Notes payable		$ 9,000	$ 34,000
Individual [Member]
Notes payable	[1]	9,000	9,000
Tarpon [Member]
Notes payable	[2]		$ 25,000
[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.

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Apr. 07, 2017	Mar. 11, 2017	Feb. 18, 2016	Jun. 15, 2015	Jun. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Dec. 17, 2015
Short-term Debt [Line Items]
Principal amount								$ 9,000
Interest rate								7.00%
Common stock value					$ 6,924	$ 6,924	$ 6,449
Beneficial conversion feature					$ 65,855	$ 65,855
Tarpon Bay Partners LLC [Member]
Short-term Debt [Line Items]
Debt Instrument, Maturity Date			Aug. 31, 2016
Principal amount			$ 25,000
Interest rate			10.00%
Tarpon [Member]
Short-term Debt [Line Items]
Debt Instrument, Maturity Date	Dec. 31, 2017	Dec. 31, 2017		Dec. 31, 2016
Conversion price	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 50% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date	The note is convertible into shares of the Company’s common stock at the lessor of (i) 50% of the lowest closing bid price in the 30 trading days prior to the date that the note was issued or (ii) 50% of the lowest closing bid price in the 30 trading days		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
Common stock share	$ 3,873,377
Common stock value	$ 27,116

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)		Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 537,000	$ 338,500
Debt Instrument, Unamortized Discount		(287,836)	(244,534)
Convertible Debt, Total		249,164	143,966
Various Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[1]	55,000	55,000
Tarpon Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[2]		33,500
Tarpon Convertible Note One [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[3]	33,000
Ylimit, LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[4]	$ 449,000	$ 300,000
[1]	(a) In August 2014 the Company 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 June 30, 2017 and December 31, 2016, of which $30,000 was due to related parties.
[2]	(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. During 2016, Tarpon converted aggregate principal and interest of $20,385 into 3,488,075 shares of the Company?s common stock. During the six months ended June 30, 2017, Tarpon converted its remaining aggregate principal and interest balance of $36,405 into 3,307,959 shares of the Company?s common stock and the Note was retired.
[3]	(c) On March 11, 2017 the Company issued a convertible note to Tarpon in the principal amount of $33,000 which included a 10% original issue discount, or $3,000, with an interest rate at 10% per annum and a maturity date of December 31, 2017. The Note Conversion is determined as follows: The note is convertible into shares of the Company?s common stock at the lessor of (i) 50% of the lowest closing bid price in the 30 trading days prior to the date that the note was issued or (ii) 50% of the lowest closing bid price in the 30 trading days prior to the day that the Holder requests conversion; unless otherwise modified by mutual agreement between the Parties (the ?Conversion Price?); provided that if the closing bid price for the common stock on the Clearing Date (defined below) is lower than that used for the Conversion Price, then the Conversion Price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Holder to reflect such adjusted conversion price. On July 14, 2017, the Company paid the remaining outstanding principal and interest balance of $37,950 in cash and the Note was retired.
[4]	(d) 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. During the six months ended June 30, 2017, the Company received additional borrowings of $149,000. Subsequent to June 30, 2017, the Company received additional borrowings of $53,000.

Convertible Notes Payable (De29

Convertible Notes Payable (Details) (Parenthetical) - USD ($)	Apr. 07, 2017	Mar. 11, 2017	May 09, 2016	Jun. 15, 2015	Aug. 31, 2014	Jul. 14, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Aug. 10, 2016	Jul. 18, 2016
Debt Instrument [Line Items]
Debt Instrument, Face Amount							$ 537,000	$ 338,500
Subsequent Event [Member] | Ylimit, LLC [Member]
Debt Instrument [Line Items]
Additional amounts borrowed							53,000
Convertible Notes Payable One [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature			The Company as of the date of the conversion divided by 75% of the per share stock price in the equity funding		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
Additional amounts borrowed			$ 100,000				149,000		$ 50,000	$ 50,000	$ 50,000
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount			$ 100,000
Debt Instrument, Interest Rate, Stated Percentage			10.00%		10.00%
Debt Instrument, Convertible, Terms of Conversion Feature			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		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
Debt outstanding balance							$ 55,000	$ 30,000
Debt Instrument, Maturity Date			May 9, 2018
Debt Instrument, Term					36 months
Equity funding			$ 1,000,000
Tarpon [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 33,000		$ 50,000
Debt Instrument, Interest Rate, Stated Percentage		10.00%		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 Company’s common stock at a conversion price equal to 50% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date	The note is convertible into shares of the Company’s common stock at the lessor of (i) 50% of the lowest closing bid price in the 30 trading days prior to the date that the note was issued or (ii) 50% of the lowest closing bid price in the 30 trading days		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
Debt Instrument, Maturity Date	Dec. 31, 2017	Dec. 31, 2017		Dec. 31, 2016
Converted common stock, shares							3,488,075	33,079,594
Convertedcommon stock, value							$ 20,385	$ 36,045
Debt issue discount, percentage		10.00%
Debt issue discount amount		$ 3,000
Tarpon [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Outstanding principal and interest balance paid						$ 37,950
Convertible Notes Payable Two [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature					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

Convertible Notes Payable (De30

Convertible Notes Payable (Details 1) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Convertible Notes Payable Details 1
Convertible notes payable, net	$ 222,108	$ 121,865
Convertible notes payable, related party, net	27,056	22,101
Total	$ 249,164	$ 143,966

Convertible Notes Payable (De31

Convertible Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Amortization of debt discount	$ 138,698	$ 47,400
Debt Instrument, Unamortized Discount	(287,836)		$ (244,534)
Convertible Note [Member]
Amortization of debt discount	138,698
Convertible notes	182,000
Valuation discount	182,000
Recorded derivative liability	294,863
Recorded financing cost	$ 112,863

Derivative Liability (Details)

Derivative Liability (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Stock Price	$ 0.009	$ 0.044
Expected volatility	274.00%	243.00%
Expected dividend yield	0.00%	0.00%
Fair Value:	$ 704,059	$ 508,107
Issued during 2017 [Member]
Derivatives, Fair Value [Line Items]
Expected dividend yield	0.00%
Fair Value:	$ 294,863
Minimum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.002	$ 0.013
Risk-free interest rate	0.84%	0.59%
Expected life (in years)	9 months 29 days	7 months 1 day
Minimum [Member] | Issued during 2017 [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.005
Stock Price	$ 0.006
Risk-free interest rate	0.94%
Expected volatility	273.00%
Expected life (in years)	9 months 15 days
Maximum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.108	$ 0.116
Risk-free interest rate	1.24%	0.85%
Expected life (in years)	1 year	1 year 10 months 1 day
Maximum [Member] | Issued during 2017 [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.026
Stock Price	$ 0.035
Risk-free interest rate	1.04%
Expected volatility	277.00%
Expected life (in years)	1 year 3 months 17 days

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Derivative Liability Details Narrative
Change in the fair value of derivative liability	$ (19,502)	$ (13,959)	$ (19,399)	$ 218,257
Gain on extinguishment of derivative liability			118,309	$ 21,308
Derivative liabilities	$ 294,863		294,863
Other income			$ 218,257

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Feb. 18, 2016	Jun. 30, 2017	Mar. 15, 2017	Jun. 15, 2015
Class of Stock [Line Items]
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%
Returned shares			5,000,000
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
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%
Debt Instrument, Maturity Date		Dec. 31, 2016
Terminated equity purchase agreement		$ 10,000,000
Shares Issued for Services [Member]
Class of Stock [Line Items]
Stock Issued During Period, Value, New Issues		$ 95,125
Stock Issued During Period, Shares, New Issues		2,575,000

Commitment and Contingencies (D

Commitment and Contingencies (Details Narrative) - Hughes Media Law Group Inc [Member]	6 Months Ended
	Jun. 30, 2017USD ($)
Other Commitments [Line Items]
Defendant period	60 days
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
April 4, 2014 [Member]
Other Commitments [Line Items]
Unpaid legal fees	$ 130,553

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Jul. 10, 2017	Jul. 14, 2017	Jun. 30, 2017
Tarpon [Member]
Outstanding principal and interest balance paid		$ 37,950
Ylimit, LLC [Member]
Additional amounts borrowed			$ 53,000
DiscLive [Member]
All assets usefull life	3 years
license fee receive in percentage	5.00%