VNUE (VNUE) 10-Q 20 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2018shares
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, 2018
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	90,210,816
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 7,165	$ 10,278
Prepaid expenses	4,667	667
Total current assets	11,832	10,945
Intangible assets, net	546,384	320,833
Total assets	558,216	331,778
Current Liabilities
Accounts payable and accrued expenses	528,622	660,506
Accrued payroll to officers	116,325	508,460
Purchase liability	234,487
Advances from stockholders	14,720	14,720
Note payable to officer		74,131
Notes payable	9,000	9,000
Convertible notes payable, net	908,794	617,725
Convertible notes payable, related parties, net	30,000	30,000
Derivative liabilities	670,887	866,873
Total current liabilities	2,512,835	2,781,415
Purchase liability	300,000	300,000
Total liabilities	2,812,835	3,081,415
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; 90,210,816 and 74,335,070 shares issued and outstanding, respectively	9,021	7,433
Additional Paid-in Capital	6,236,311	4,755,719
Common stock to be issued, 5,619,352 shares and 6,537,352 shares, respectively	305,769	932,734
Accumulated deficit	(8,805,720)	(8,445,523)
Total Stockholders' Deficit	(2,254,619)	(2,749,637)
Total Liabilities and Stockholders' Deficit	$ 558,216	$ 331,778

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Stockholders' Deficit
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	90,210,816	74,335,070
Common Stock, shares outstanding	90,210,816	74,335,070
Common stock to be issued	5,619,352	6,537,352

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Consolidated Statements Of Operations
Revenues	$ 5,341	$ 37,825	$ 20,824	$ 37,825
Operating Expenses
Direct costs of revenues	14,278	35,151	37,402	35,151
Research and development	11,497	24,706	15,173	68,127
General and administrative	227,789	178,332	413,447	458,737
Total operating expenses	253,564	238,189	466,022	562,015
Loss from Operations	(248,223)	(200,364)	(445,198)	(524,191)
Other income/(expenses)
Change in fair value of derivative liability	132,925	(19,502)	407,249	(19,399)
Gain on extinguishment of derivative liability	34,529		34,529	118,309
Loss on settlement of convertible note payable	(44,248)		(44,248)
Gain on settlement of obligations	41,111		41,111
Financing costs	(82,910)	(201,205)	(353,640)	(348,436)
Other income (expense), net	81,407	(220,707)	85,001	(249,526)
Net loss	$ (166,816)	$ (421,071)	$ (360,197)	$ (773,717)
Loss per share - Basic and diluted	$ 0	$ (0.01)	$ 0	$ (0.01)
Weighted average common shares outstanding - Basic and diluted	87,842,954	73,621,077	81,141,410	71,334,151

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (UNAUDITED) - 6 months ended Jun. 30, 2018 - USD ($)	Common Stock	Additional Paid-In Capital	Shares To Be Issued	Accumulated Deficit	Total
Beginning balance, Shares at Dec. 31, 2017	74,335,070
Beginning balance, Amount at Dec. 31, 2017	$ 7,433	$ 4,755,719	$ 932,734	$ (8,445,523)	$ (2,749,637)
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount		40,367			40,367
Gain on extinguishment of accrued payroll to officers/shareholders recorded as contributed capital		419,003			419,003
Shares issued for shares to be issued, Shares	3,813,000
Shares issued for shares to be issued, Amount	$ 381	707,514	(707,895)
Shares issued for employee obligations, Shares	3,746,660
Shares issued for employee obligations, Amount	$ 375	74,558			74,933
Shares issued for vendor obligations, Shares	5,616,086
Shares issued for vendor obligations, Amount	$ 562	160,421			160,983
Shares issued for services received, Shares	300,000
Shares issued for services received, Amount	$ 30	8,969	12,680		21,679
Shares issued on conversion of notes payable, Shares	2,400,000
Shares issued on conversion of notes payable, Amount	$ 240	$ 69,760			$ 70,000
Shares issuable for acquisition			68,250		68,250
Net loss				$ (360,197)	$ (360,197)
Ending balance, Shares at Jun. 30, 2018	90,210,816
Ending balance, Amount at Jun. 30, 2018	$ 9,021	$ 6,236,311	$ 305,769	$ (8,805,720)	$ (2,254,619)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows From Operating Activities
Net loss	$ (360,197)	$ (773,717)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	(407,249)	19,399
Derivative value in excess of convertible notes	81,098	112,862
Gain on extinguishment of derivative liability	(34,529)	(118,309)
Gain on settlement of vendor obligations	(41,111)
Loss on extinguishment of debt	44,248
Amortization of debt discount	223,396	138,698
Amortization of intangible asset	77,186
Beneficial conversion feature on conversion of note		65,855
Original issue discount on convertible note payable		3,000
Shares issued for services	21,679	95,125
Changes in operating assets and liabilities:
Prepaid expense	(4,000)	(4,667)
Accounts payable and accrued expenses	92,196	135,850
Accrued payroll	27,670	136,425
Net Cash Used in Operating Activities	(279,613)	(189,479)
Cash Flows From Financing Activities
Proceeds from issuance of convertible notes payable	276,500	179,000
Net Cash Provided by Financing Activities	276,500	179,000
Net Change in Cash	(3,113)	(10,479)
Cash - Beginning of the Reporting Period	10,278	17,952
Cash - End of the Reporting Period	7,165	7,473
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	25,752	63,521
Common shares issued upon conversion of accounts payable and accrued expenses and accrued payroll to officers	235,916
Convertible note issued in settlement of accounts payable balance	15,000
Return of common shares by officer		(5,000)
Fair value of derivative created upon issuance of convertible notes payable recorded as debt discount	164,695	179,000
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount	40,367
Fair value of shares to be issued and assumed liabilities upon the acquisition of Soundstr	302,737
Capital contribution upon conversion of accrued payroll for officers/shareholders	$ 419,003

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 1 - BASIS OF PRESENTATION	The accompanying unaudited condensed consolidated financial statements of VNUE, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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. Overview of Business The Company is developing a technology driven solution for Artists, Venues and Festivals to automate the capturing, publishing and monetization of their content. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, during the six months ended June 30, 2018, the Company incurred a net loss of $360,197, used cash in operations of $279,613, and had a stockholders’ deficit of $2,254,619 as of June 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2017 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. At June 30, 2018, the Company had cash on hand in the amount of $7,165. Subsequent to June 30, 2018, the Company received additional borrowings of $63,000 (see Note 10). Management estimates that the current funds on hand will be sufficient to continue operations through September 2018. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis 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 June 30, 2018 and 2017, respectively. Inter-company balances and transactions have been eliminated. Revenue Recognition Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts 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. Revenue is recognized on the sale of a product when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is purchased. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. 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. Actual results could differ from these estimates. Fair Value of Financial Instruments The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The fair value of the derivative liabilities of $670,887 and $866,873 at June 30, 2018 and December 31, 2017, 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 twelve 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 if their effect is antidilutive. For the six months ended June 30, 2018 and 2017, 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, 2018 and 2017, 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, 2018 2017 Convertible Notes Payable 52,453,859 87,919,472 Warrants 8,004,708 - Total 60,458,567 87,919,472 Intangible Assets The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company had intangible assets with a carrying value of $546,384 and $320,833 as of June 30, 2018 and December 31, 2017, respectively. In accordance with ASC Topic 350 – Goodwill and Other Intangible Assets Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In July 2017, the FASB issued ASU No. 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” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or disclosures. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee 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 consolidated financial statements.

INTANGIBLE ASSETS AND PURCHASE

INTANGIBLE ASSETS AND PURCHASE LIABILITY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 3 - INTANGIBLE ASSETS AND PURCHASE LIABILITY	Intangible assets as of June 30, 2018 and December 31, 2017, consist of the following: As of June 30, December 31, 2018 2017 Intangible assets $ 652,737 $ 350,000 Accumulated amortization (106,353 ) (29,167 ) Intangible assets, net $ 546,384 $ 320,833 Asset Acquisition – Set.fm On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic. Additionally, the Company will offer PledgeMusic North America’s full suite of music business tools allowing artists to sell music, merchandise and live experiences directly to fans, enhancing the Company’s clients’ revenue opportunities on a shared revenue basis. Set.fm is a do-it-yourself (DIY) platform that makes it easy for artists to record and sell their live shows directly to fans’ mobile devices, uploading simultaneously with their performance. The platform, which also features an innovative and easy-to-use studio app, already boasts thousands of artists and tens of thousands of fans using it. VNUE plans to update and improve the existing platform for indie artists and their fans, and to implement pro features for artists that VNUE and its affiliate DiscLive produce. The Company determined that the acquisition of Set.fm constituted the acquisition of an asset for accounting purposes. The purchase price for the acquisition was comprised of $50,000 paid in cash, and a purchase liability of $300,000, for an aggregate purchase price of $350,000. The purchase liability is payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration. As of June 30, 2018, there was no net revenue derived from the acquired assets and accordingly, no payments were made on the earnout. The Company assigned $350,000 of the purchase price to intellectual property which will be amortized over a three (3) year period. Total amortization expense during the three and six months ended June 30, 2018, was $29,167 and $58,334, respectively, which is included in general and administrative expense in the Condensed Consolidated Statements of Operations. Asset Acquisition - Soundstr On April 23, 2018, the Company entered into an agreement with MusicPlay Analytics, LLC (d/b/a Soundstr) (“Soundstr”) whereby the Company acquired the assets of Soundstr, a technology that aims to help businesses pay fairer music license fees based on actual music usage. The Company purchased the assets of Soundstr by agreeing to issue 2,275,000 shares of the Company’s common stock, valued at $68,250, based on the closing market price of the Company’s stock on the date of the agreement, and the Company agreed to assume and pay $234,487 of identified Soundstr obligations within 60 days of April 23, 2018. The assumed Soundstr obligations of $234,487 were outstanding as of June 30, 2018. The Company assigned $302,737 of the purchase price to intellectual property which will be amortized over a three (3) year period. Total amortization expense during both the three and six months ended June 30, 2018, was $18,852, which is included in general and administrative expense in the Condensed Consolidated Statements of Operations.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 4 - RELATED PARTY TRANSACTIONS	DiscLive Network 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. Revenues of $20,824 and $37,825 and cost of revenues of $37,402 and $35,151 during the six months ended June 30, 2018 and 2017, respectively, were recorded using the assets licensed under this agreement. 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, 2018 and December 31, 2017, the advances from the employees were $14,720 and $14,720, respectively. 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 December 31, 2017, the note payable balance to the officer was $74,131. On April 9, 2018, the Company and its President entered into a conversion and cancellation of debt agreement in which the Company issued common shares for payment in full and the note was retired (see Note 8). 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 as an 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. On September 15, 2017, the Company entered into a new Advisory Agreement with MANN. The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for a period of six (6) months and with automatic six (6) months renewals, unless terminated in accordance with the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month. As of December 31, 2017, $32,500 of cash compensation was owed to MANN and included in accounts payable and accrued expenses. On April 5, 2018, the Company and MANN entered into a conversion and cancellation of debt agreement relating to the $32,500 cash compensation balance outstanding at December 31, 2017. The Company issued 650,000 shares of common stock, at $0.02 per share, as payment in full for the $32,500 balance outstanding at December 31, 2017 (see Note 8). During the three and six months ended June 30, 2018 and 2017, the Company incurred costs of $15,000 and $30,000 and $0 and $0, respectively, relating to these agreements. As of June 30, 2018, $17,500 of compensation is owed to MANN and included in accounts payable and accrued expenses. Additionally, 120,000 and 60,000 shares of common stock, valued at $2,258 and $578, are included in shares to be issued at June 30, 2018 and December 31, 2017, respectively.

NOTE PAYABLE (IN DEFAULT)

NOTE PAYABLE (IN DEFAULT)	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 5 - NOTE PAYABLE (IN DEFAULT)	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%. The balance of the note payable outstanding was $9,000 as of June 30, 2018 and December 31, 2017, respectively.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 6 - CONVERTIBLE NOTES PAYABLE	Convertible notes payable consist of the following: As of June 30, December 31, 2018 2017 Various Convertible Notes (a) $ 45,000 $ 55,000 Ylimit, LLC Convertible Notes (b) 693,500 517,000 Crossover Capital Fund II, LLC Convertible Notes (c) 90,735 61,000 Golock Capital, LLC Convertible Notes (d) 231,750 191,750 DBW Investments (e) 56,000 21,000 2 Doors (f) 15,000 - Total Convertible Notes 1,131,985 845,750 Discount (193,191 ) (198,025 ) Convertible notes, net $ 938,794 $ 647,725 (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 $45,000 as of December 31, 2017. On April 8, 2018, a note holder elected to convert a $10,000 convertible note plus outstanding accrued interest of $3,652 into 200,000 shares of the Company’s common at $0.02 per share (see Note 8). The balance of the notes outstanding was $45,000 as of June 30, 2018, of which $30,000 was due to related parties. (b) On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. On April 12, 2018 and again on June 25, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $176,500 to a total of $693,500, and extended the maturity date to May 9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. During the six months ended June 30, 2018, the Company borrowed an additional $176,500. The balance of notes outstanding was $693,500 as of June 30, 2018 and the balance of the debt discount was $139,144. (c) On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. The balance of the note outstanding was $61,000 as of December 31, 2017. On April 24, 2018, the Buyer elected to convert $8,765 of outstanding principal and $3,335 of outstanding accrued interest into 2,200,000 shares of the Company’s common at $0.005 per share. On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The aggregate balance of the notes outstanding, and the related debt discounts was $90,735 and $30,390 as of June 30, 2018, respectively. (d) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017. On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The aggregate balance of the notes outstanding, and the related debt discount was $231,750 and $18,859, respectively, as of June 30, 2018. (e) On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued a warrant to the Lender for 200,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The balance of the note outstanding and the debt discount was $21,000 and $2,073, respectively, as of December 31, 2017. On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate balance of the notes outstanding, and the related debt discount was $56,000 and $4,797, respectively, as of June 30, 2018. (f) On April 12, 2018, the Company issued a convertible note to 2 Doors Management, LLC (“Lender”) in the principal amount of $15,000 with an interest rate of 10% per annum, and a maturity date of January 12, 2019. The convertible note was issued in conjunction with a prior year legal settlement with a vendor for which $15,000 was previously included in the Company’s accounts payable and accrued expenses balance on the Company’s consolidated balance sheet. No cash was received for the convertible note. The convertible note can be prepaid without penalty. In the event of default, the interest rate increases to the highest rate legally allowed. The note is convertible into shares of the Company’s common stock at $0.08 per share. In the event the Company successfully closes on a private offering of $1,000,000 or more, the Lender at closing of the offering may choose to either convert the convertible note into shares of the Company’s common stock at $0.08 per share or request repayment of up to 100 percent of the remaining principal and interest of the convertible note. The balance of the note outstanding was $15,000 as of June 30, 2018. For both YLimit, LLC (b) and Crossover Capital Fund II, LLC (c) above, 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 either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. 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 Consolidated Statement of Operations. The discount is being amortized using the effective interest rate method over the life of the debt instruments. The balance of the unamortized discount at December 31, 2017, was $198,205. During the six months ended June 30, 2018, the Company issued $215,000 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $245,793, of which $164,695 was recorded as a valuation discount, and the remaining $81,098 was recorded as a financing cost. In addition, the Company recorded debt discount of $40,367 related to warrants issued with the issuance of convertible notes totaling $75,000 during the period and $13,500 relating to issuance costs. During the six months ended June 30, 2018, amortization of debt discount was $223,396. The unamortized balance of the debt discount was $193,191 as of June 30, 2018. For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows: June 30, 2018 December 31, 2017 Convertible notes payable, net $ 908,794 $ 617,725 Convertible notes payable, related party, net 30,000 30,000 Total $ 938,794 $ 647,725

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 7 - DERIVATIVE LIABILITY	The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described in Note 6 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, 2018 and December 31, 2017, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: June 30, 2018 Issued During 2018 December 31, 2017 Exercise Price $ 0.010 – 0.035 $ 0.005 – 0.035 $ 0.002 – 0.108 Stock Price $ 0.023 $ 0.010 - 0.037 $ 0.109 Risk-free interest rate 2.33 % 1.79 – 2.35 % 0.84 – 1.24 % Expected volatility 325 % 306% - 388 % 358 % Expected life (in years) 1.000 1.000 – 1.304 1.000 Expected dividend yield 0 % 0 % 0 % Fair Value: $ 670,887 $ 245,793 $ 866,873 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, 2018, the Company recognized $407,249 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 $245,793 upon issuance of convertible notes and recognized a gain on extinguishment of derivative liabilities of $34,529 during the period.

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 8 - STOCKHOLDERS DEFICIT	Shares issued to settle outstanding obligations Executive Officers During the six months ended June 30, 2018, the Company entered into conversion and cancellation of debt agreements with two executive officers. The Company agreed to convert $493,936 of outstanding executive loans and compensation into 3,746,660 shares of the Company’ stock, valued at $74,933 using the closing market price of the Company’s stock on the date of the conversion and cancellation of debt agreements. The difference between the total executive obligations converted of $493,936, and the market value of the shares issued of $74,933, was recorded as contributed capital of $419,003 in the condensed consolidated statements of stockholders’ deficit for the six months ended June 30, 2018. Vendors During the six months ended June 30, 2018, the Company entered into conversion and cancellation of debt agreements with several of its vendors. The Company agreed to convert $202,094 of outstanding vendor obligations into 5,616,086 shares of the Company’ stock, valued at $160,983 using the closing market price of the Company’s stock on the date of the conversion and cancellation of debt agreements. The difference between the total vendor obligations converted of $202,094, and the market value of the shares issued of $160,983, was recorded as a gain of $41,111 to other income as a gain on settlement of obligations in other income in the condensed consolidated statements of operations for the three and six months ended June 30, 2018. Conversion of Debt On April 8, 2018 and April 12, 2018, the Company entered into conversion and cancellation of debt agreements relating to two outstanding convertible notes. The Company agreed to convert the outstanding aggregate principal and interest balances of $25,752 into 2,400,000 shares of common stock, and recorded a loss on cancellation of debt of $44,248. Shares issued for services On May 11, 2018, the Company issued 300,000 shares valued at $9,000, or $0.03 per share, for services received relating to a consulting agreement. Shares to be issued As of December 31, 2017, the Company had not yet issued 6,537,352 shares of common stock with a value of $932,734 due for past services provided. During the six months ended June 30, 2018, the Company issued 3,813,000 shares of common stock with a value of $707,895 related to the prior year unissued shares. In addition, the Company agreed to issue a total of 620,000 shares valued at $12,680, or $0.02 per share, for services rendered, and agreed to issue 2,275,000 shares valued at $68,250, or $0.03 per share, related to an acquisition (see Note 3). As of June 30, 2018, the Company had not yet issued 5,619,352 shares of common stock with a value of $305,769 for past services Warrants A summary of warrant activity for the six months ended June 30, 2018, is as follows: Number of Weighted - Average Exercise Warrants Price Outstanding at December 31, 2017 5,004,708 $ 0.014 Granted 3,000,000 0.015 Forfeited - - Outstanding at June 30, 2018 8,004,708 $ 0.014 Exercisable at June 30, 2018 8,004,708 $ 0.014 Information relating to outstanding warrants at June 30, 2018, summarized by exercise price, is as follows: Outstanding Exercisable Weighted Weighted Average Average Rangeof Exercise Exercise Exercise Shares Life in Years Price Shares Price $ 0.01-$0.15 8,004,708 2.39 $ 0.014 8,004,708 $ 0.014 8,004,708 8,004,708 During the six months ended June 30, 2018, the Company issued 3,000,000 warrants with a three (3) year expiration date and an exercise price of $0.015 per share to purchase the Company’s common stock as an inducement to enter into certain convertible note agreements. The aggregate fair value of the warrants granted was determined to be $46,774 of which $40,367 was allocated and recorded as a debt discount and is being amortized to financing costs over the term of the related convertible notes. The weighted-average remaining contractual life of warrants outstanding and exercisable at June 30, 2018 was 2.39 years. The intrinsic value of both outstanding and exercisable warrants at June 30, 2018 was $74,990.

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Note 9 - COMMITMENT AND CONTINGENCIES	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, 2018
Notes to Financial Statements
Note 10 - SUBSEQUENT EVENTS	On July 9, 2018, the Company issued a convertible note to Power Up Lending Group Ltd. (the “Buyer”) in the principal amount of $63,000 with an interest rate of 12% per annum (22% on default) and a maturity date of July 9, 2019. The note is convertible into shares of common stock of the Company at a 38% discount of the two (2) lowest closing bid prices for the Company’s common stock during the prior fifteen (15) trading day period. The Buyer is limited to convert no more than 4.99%, at any one time, of the issued and outstanding common stock of the Company. The convertible note is subject to prepayment penalties. The Company instructed its transfer agent to reserve 25,403,226 shares of its common stock.

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2018
Summary Of Significant Accounting Policies
Basis 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 June 30, 2018 and 2017, respectively. Inter-company balances and transactions have been eliminated.
Revenue Recognition	Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts 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. Revenue is recognized on the sale of a product when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is purchased.
Use of Estimates	The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. 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. Actual results could differ from these estimates.
Fair Value of Financial Instruments	The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The fair value of the derivative liabilities of $670,887 and $866,873 at June 30, 2018 and December 31, 2017, 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 twelve 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 if their effect is antidilutive. For the six months ended June 30, 2018 and 2017, 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, 2018 and 2017, 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, 2018 2017 Convertible Notes Payable 52,453,859 87,919,472 Warrants 8,004,708 - Total 60,458,567 87,919,472
Intangible Assets	The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company had intangible assets with a carrying value of $546,384 and $320,833 as of June 30, 2018 and December 31, 2017, respectively. In accordance with ASC Topic 350 – Goodwill and Other Intangible Assets
Recently Issued Accounting Pronouncements	In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In July 2017, the FASB issued ASU No. 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” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or disclosures. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee 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 consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2018
Significant And Critical Accounting Policies And Practices Tables Abstract
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, 2018 2017 Convertible Notes Payable 52,453,859 87,919,472 Warrants 8,004,708 - Total 60,458,567 87,919,472

INTANGIBLE ASSETS AND PURCHAS19

INTANGIBLE ASSETS AND PURCHASE LIABILITY (Tables)	6 Months Ended
	Jun. 30, 2018
Intangible Assets And Purchase Liability
Schedule of Intangible assets	As of June 30, December 31, 2018 2017 Intangible assets $ 652,737 $ 350,000 Accumulated amortization (106,353 ) (29,167 ) Intangible assets, net $ 546,384 $ 320,833

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2018
Convertible Notes Payable
Schedule of Convertible notes payable	As of June 30, December 31, 2018 2017 Various Convertible Notes (a) $ 45,000 $ 55,000 Ylimit, LLC Convertible Notes (b) 693,500 517,000 Crossover Capital Fund II, LLC Convertible Notes (c) 90,735 61,000 Golock Capital, LLC Convertible Notes (d) 231,750 191,750 DBW Investments (e) 56,000 21,000 2 Doors (f) 15,000 - Total Convertible Notes 1,131,985 845,750 Discount (193,191 ) (198,025 ) Convertible notes, net $ 938,794 $ 647,725 (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 $45,000 as of December 31, 2017. On April 8, 2018, a note holder elected to convert a $10,000 convertible note plus outstanding accrued interest of $3,652 into 200,000 shares of the Company’s common at $0.02 per share (see Note 8). The balance of the notes outstanding was $45,000 as of June 30, 2018, of which $30,000 was due to related parties. (b) On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. On April 12, 2018 and again on June 25, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $176,500 to a total of $693,500, and extended the maturity date to May 9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. During the six months ended June 30, 2018, the Company borrowed an additional $176,500. The balance of notes outstanding was $693,500 as of June 30, 2018 and the balance of the debt discount was $139,144. (c) On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. The balance of the note outstanding was $61,000 as of December 31, 2017. On April 24, 2018, the Buyer elected to convert $8,765 of outstanding principal and $3,335 of outstanding accrued interest into 2,200,000 shares of the Company’s common at $0.005 per share. On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The aggregate balance of the notes outstanding, and the related debt discounts was $90,735 and $30,390 as of June 30, 2018, respectively. (d) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017. On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The aggregate balance of the notes outstanding, and the related debt discount was $231,750 and $18,859, respectively, as of June 30, 2018. (e) On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued a warrant to the Lender for 200,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The balance of the note outstanding and the debt discount was $21,000 and $2,073, respectively, as of December 31, 2017. On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate balance of the notes outstanding, and the related debt discount was $56,000 and $4,797, respectively, as of June 30, 2018. (f) On April 12, 2018, the Company issued a convertible note to 2 Doors Management, LLC (“Lender”) in the principal amount of $15,000 with an interest rate of 10% per annum, and a maturity date of January 12, 2019. The convertible note was issued in conjunction with a prior year legal settlement with a vendor for which $15,000 was previously included in the Company’s accounts payable and accrued expenses balance on the Company’s consolidated balance sheet. No cash was received for the convertible note. The convertible note can be prepaid without penalty. In the event of default, the interest rate increases to the highest rate legally allowed. The note is convertible into shares of the Company’s common stock at $0.08 per share. In the event the Company successfully closes on a private offering of $1,000,000 or more, the Lender at closing of the offering may choose to either convert the convertible note into shares of the Company’s common stock at $0.08 per share or request repayment of up to 100 percent of the remaining principal and interest of the convertible note. The balance of the note outstanding was $15,000 as of June 30, 2018.
Schedule of convertible notes payable for balance sheet	June 30, 2018 December 31, 2017 Convertible notes payable, net $ 908,794 $ 617,725 Convertible notes payable, related party, net 30,000 30,000 Total $ 938,794 $ 647,725

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	6 Months Ended
	Jun. 30, 2018
Derivative Liability
Schedule of derivative liabilities fair value	June 30, 2018 Issued During 2018 December 31, 2017 Exercise Price $ 0.010 – 0.035 $ 0.005 – 0.035 $ 0.002 – 0.108 Stock Price $ 0.023 $ 0.010 - 0.037 $ 0.109 Risk-free interest rate 2.33 % 1.79 – 2.35 % 0.84 – 1.24 % Expected volatility 325 % 306% - 388 % 358 % Expected life (in years) 1.000 1.000 – 1.304 1.000 Expected dividend yield 0 % 0 % 0 % Fair Value: $ 670,887 $ 245,793 $ 866,873

STOCKHOLDERS DEFICIT (Tables)

STOCKHOLDERS DEFICIT (Tables)	6 Months Ended
	Jun. 30, 2018
Stockholders Deficit
Schedule of warrants	Number of Weighted - Average Exercise Warrants Price Outstanding at December 31, 2017 5,004,708 $ 0.014 Granted 3,000,000 0.015 Forfeited - - Outstanding at June 30, 2018 8,004,708 $ 0.014 Exercisable at June 30, 2018 8,004,708 $ 0.014
Schedule of warrants outstanding and related prices	Outstanding Exercisable Weighted Weighted Average Average Rangeof Exercise Exercise Exercise Shares Life in Years Price Shares Price $ 0.01-$0.15 8,004,708 2.39 $ 0.014 8,004,708 $ 0.014 8,004,708 8,004,708

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Deficit	$ (2,254,619)		$ (2,254,619)		$ (2,749,637)
Net Cash Used in Operating Activities			(279,613)	$ (189,479)
Cash	7,165	$ 7,473	7,165	7,473	$ 10,278	$ 17,952
Additional borrowing	63,000		63,000
Net loss	$ (166,816)	$ (421,071)	$ (360,197)	$ (773,717)
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			50,762,987

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2018
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Entity Incorporation, Date of Incorporation	Apr. 4, 2006
Non-controlling Interest, Ownership Percentage by Parent	100.00%
Vnue Inc. Vnue Washington [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Non-controlling Interest, Ownership Percentage by Parent	100.00%
Vnue LLC [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Aug. 1, 2013
Non-controlling Interest, Ownership Percentage by Parent	100.00%
Vnue Technology Inc [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Non-controlling Interest, Ownership Percentage by Parent	90.00%
Vnue Media Inc [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Non-controlling Interest, Ownership Percentage by Parent	89.00%

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Potentially dilutive securities, outstanding	60,458,567	87,919,472
Warrant [Member]
Potentially dilutive securities, outstanding	8,004,708
Convertible Notes Payable [Member]
Potentially dilutive securities, outstanding	52,453,859	87,919,472

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Significant And Critical Accounting Policies And Practices Details Narrative Abstract
Fair value of derivative liabilities	$ 670,887	$ 866,873
Intangible assets, net	$ 546,384	$ 320,833

INTANGIBLE ASSETS AND PURCHAS27

INTANGIBLE ASSETS AND PURCHASE LIABILITY (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Intangible Assets And Earnout Liability Details Abstract
Intangible assets	$ 652,737	$ 350,000
Accumulated amortization	(106,353)	(29,167)
Intangible assets, net	$ 546,384	$ 320,833

INTANGIBLE ASSETS AND PURCHAS28

INTANGIBLE ASSETS AND PURCHASE LIABILITY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 23, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Purchase price acquisition paid in cash		$ 50,000	$ 50,000
Contingent earn out liability		300,000	300,000		$ 300,000
Aggregate purchase price		350,000	350,000
Amortization of intangible assets			$ 77,186
Amortization term			three (3) year period
Stock issued for purchase assets, shares	2,275,000
Stock issued for purchase assets, amount	$ 68,250
Payment of obligation	$ 234,487
Purchase liability		234,487	$ 234,487
Amortization expense		18,852	18,852
General and Administrative Expense [Member]
Amortization of intangible assets		$ 29,167	$ 58,334

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 15, 2017	Aug. 26, 2015	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Note payable to officer							$ 74,131
Advances from stockholders			14,720		14,720		$ 14,720
Revenues			5,341	$ 37,825	20,824	$ 37,825
Cost of revenues			14,278	35,151	37,402	35,151
Incurred costs			$ 15,000	$ 30,000	$ 0	$ 0
Reserve for future issuance, shares			120,000		120,000		60,000
Reserve for future issuance, value			$ 2,258		$ 2,258		$ 578
Stock issued of common stock, amount
DiscLive Network [Member]
License term					3 years
Licensing fees as a percentage of sales					5.00%
Mann [Member]
Advisory agreement, description	The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for a period of six (6) months and with automatic six (6) months renewals, unless terminated in accordance with the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month.	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.
Cash compensation			$ 17,500		$ 17,500		$ 32,500
Stock issued of common stock, shares							650,000
Stock issued of common stock, amount							$ 32,500
Common stock price per share							$ 0.02

NOTE PAYABLE (IN DEFAULT) (Deta

NOTE PAYABLE (IN DEFAULT) (Details Narrative) - USD ($)	1 Months Ended
	Dec. 17, 2015	Jun. 30, 2018	Dec. 31, 2017
Note Payable In Default
Debt Instrument, Maturity Date	Mar. 22, 2016
Principal amount	$ 9,000
Interest rate	7.00%
Note payable		$ 9,000	$ 9,000
Note payable description	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%.

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)		Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total Convertible Notes		$ 1,131,985	$ 845,750
Discount		(193,191)	(198,025)
Convertible notes, net		938,794	647,725
Various Convertible Notes [Member]
Debt Instrument [Line Items]
Total Convertible Notes	[1]	45,000	55,000
Ylimit, LLC Convertible Notes [Member]
Debt Instrument [Line Items]
Total Convertible Notes	[2]	693,500	517,000
Crossover Capital Fund II, LLC Convertible Notes [Member]
Debt Instrument [Line Items]
Total Convertible Notes	[3]	90,735	61,000
Golock Capital, LLC Convertible Notes [Member]
Debt Instrument [Line Items]
Total Convertible Notes	[4]	231,750	191,750
DBW Investments [Member]
Debt Instrument [Line Items]
Total Convertible Notes	[5]	56,000	21,000
2 Doors [Member]
Debt Instrument [Line Items]
Total Convertible Notes	[6]	$ 15,000
[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 $45,000 as of December 31, 2017. On April 8, 2018, a note holder elected to convert a $10,000 convertible note plus outstanding accrued interest of $3,652 into 200,000 shares of the Company's common at $0.02 per share (see Note 8). The balance of the notes outstanding was $45,000 as of June 30, 2018, of which $30,000 was due to related parties.
[2]	(b) On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. On April 12, 2018 and again on June 25, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $176,500 to a total of $693,500, and extended the maturity date to May 9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. During the six months ended June 30, 2018, the Company borrowed an additional $176,500. The balance of notes outstanding was $693,500 as of June 30, 2018 and the balance of the debt discount was $139,144.
[3]	(c) On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the "Buyer") in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion.The balance of the note outstanding was $61,000 as of December 31, 2017. On April 24, 2018, the Buyer elected to convert $8,765 of outstanding principal and $3,335 of outstanding accrued interest into 2,200,000 shares of the Company's common at $0.005 per share.On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the "Buyer") in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company's common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The aggregate balance of the notes outstanding, and the related debt discounts was $90,735 and $30,390 as of June 30, 2018, respectively.
[4]	(d) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC ("Lender") in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company's common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company's common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017. On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC ("Lender") in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company's common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company's common stock at an exercise price of $0.015 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The aggregate balance of the notes outstanding, and the related debt discount was $231,750 and $18,859, respectively, as of June 30, 2018.
[5]	(e) On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC ("Lender") in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. The note is convertible into shares of the Company's common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued a warrant to the Lender for 200,000 shares of the Company's common stock at an exercise price of $0.01 per share. The balance of the note outstanding and the debt discount was $21,000 and $2,073, respectively, as of December 31, 2017.On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC ("Lender") in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. The note is convertible into shares of the Company's common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company's common stock at an exercise price of $0.015 per share. The aggregate balance of the notes outstanding, and the related debt discount was $56,000 and $4,797, respectively, as of June 30, 2018.
[6]	(f) On April 12, 2018, the Company issued a convertible note to 2 Doors Management, LLC ("Lender") in the principal amount of $15,000 with an interest rate of 10% per annum, and a maturity date of January 12, 2019. The convertible note was issued in conjunction with a prior year legal settlement with a vendor for which $15,000 was previously included in the Company's accounts payable and accrued expenses balance on the Company's consolidated balance sheet. No cash was received for the convertible note. The convertible note can be prepaid without penalty. In the event of default, the interest rate increases to the highest rate legally allowed.The note is convertible into shares of the Company's common stock at $0.08 per share. In the event the Company successfully closes on a private offering of $1,000,000 or more, the Lender at closing of the offering may choose to either convert the convertible note into shares of the Company's common stock at $0.08 per share or request repayment of up to 100 percent of the remaining principal and interest of the convertible note. The balance of the note outstanding was $15,000 as of June 30, 2018.

CONVERTIBLE NOTES PAYABLE (De32

CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) - USD ($)

Apr. 12, 2018

Apr. 08, 2018

Mar. 02, 2018

Feb. 02, 2018

May 09, 2016

Apr. 24, 2018

Jan. 18, 2018

Dec. 20, 2017

Aug. 25, 2017

Aug. 21, 2017

Dec. 17, 2015

Aug. 31, 2014

Jun. 30, 2018

Dec. 31, 2017

Apr. 12, 2017

Debt Instrument [Line Items]

Debt instrument, face amount

$ 1,131,985

$ 845,750

Accounts payable and accrued expenses

528,622

660,506

Debt Instrument, maturity date

Mar. 22, 2016

Debt discount

193,191

198,025

Accrued interest

116,325

508,460

Convertible Notes Payable Five [Member] | 2 Doors [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 15,000

Interest rate

10.00%

Debt outstanding, balance

$ 15,000

Accounts payable and accrued expenses

$ 15,000

Debt Instrument, maturity date

Jan. 12, 2019

Private offering description

In the event the Company successfully closes on a private offering of $1,000,000 or more, the Lender at closing of the offering may choose to either convert the convertible note into shares of the Company’s common stock at $0.08 per share or request repayment of up to 100 percent of the remaining principal and interest of the convertible note.

Conversion price per share

$ 0.08

Convertible Notes Payable Four [Member] | DBW Investments, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 35,000

$ 21,000

Interest rate

10.00%

10.00%

Debt outstanding, balance

56,000

21,000

Debt Instrument, maturity date

Oct. 18, 2018

Sep. 20, 2018

Debt issue discount, amount

$ 5,000

$ 1,000

Debt discount

4,797

2,073

Conversion price per share

$ 0.015

$ 0.015

Warrant issued

$ 2,500,000

$ 200,000

Exercise price

$ 0.015

$ 0.01

Convertible Notes Payable Three [Member] | Golock Capital, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 40,000

Interest rate

10.00%

Debt outstanding, balance

231,750

191,750

Debt Instrument, maturity date

Nov. 2, 2018

Debt discount

$ 5,000

18,859

19,652

Conversion price per share

$ 0.015

Warrant issued

$ 2,500,000

Exercise price

$ 0.015

Convertible Notes Payable Three [Member] | Golock Capital, LLC [Member] | September 1, 2017 to December 31, 2017 [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 191,750

Interest rate

10.00%

Debt instrument, maturity date, description

June 1, 2018 and August 31, 2018

Warrant issued

$ 4,804,708

Exercise price

$ 0.014

Convertible Notes Payable Three [Member] | Golock Capital, LLC [Member] | September 1, 2017 to December 31, 2017 [Member] | Minimum [Member]

Debt Instrument [Line Items]

Conversion price per share

0.015

Convertible Notes Payable Three [Member] | Golock Capital, LLC [Member] | September 1, 2017 to December 31, 2017 [Member] | Maximum [Member]

Debt Instrument [Line Items]

Conversion price per share

$ 0.02

Convertible Notes Payable Two [Member]

Debt Instrument [Line Items]

Converted shares of common stock

2,200,000

Accrued interest

$ 3,335

Amount of converted shares

$ 8,765

Common stock price per share

$ 0.005

Convertible Notes Payable Two [Member] | Crossover Capital Fund II, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 38,500

$ 61,000

Interest rate

10.00%

8.00%

Debt instrument, convertible, terms of conversion feature

The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively.

The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request conversion.

Debt outstanding, balance

$ 90,735

Debt Instrument, maturity date

Dec. 2, 2018

Aug. 21, 2018

Debt issue discount, amount

$ 3,500

Debt discount

$ 6,000

30,390

Common stock, shares reserve

25,000,000

Convertible Notes Payable Two [Member] | Crossover Capital Fund II, LLC [Member] | August 21, 2017 [Member]

Debt Instrument [Line Items]

Debt outstanding, balance

61,000

Convertible Notes Payable One [Member] | Ylimit, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 100,000

Interest rate

10.00%

Debt instrument, convertible, terms of conversion feature

the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding

Debt outstanding, balance

693,500

517,000

Debt Instrument, maturity date

May 9, 2018

Amendment description of promissory note

On April 12, 2018 and again on June 25, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $176,500 to a total of $693,500, and extended the maturity date to May 9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share.

Additional amounts borrowed

$ 217,000

176,500

Change in maximum borrowing capacity under the note

$ 517,000

Debt discount

139,144

137,358

Conversion price per share

$ 0.035

Convertible Notes Payable [Member]

Debt Instrument [Line Items]

Interest rate

10.00%

Debt instrument, convertible, terms of conversion feature

(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.

Debt outstanding, balance

45,000

$ 45,000

Debt Instrument, Term

36 months

Due to related parties

$ 30,000

Converted shares of common stock

200,000

Accrued interest

$ 3,652

Amount of converted shares

$ 10,000

Common stock price per share

$ 0.02

CONVERTIBLE NOTES PAYABLE (De33

CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Convertible Notes Payable Details 1Abstract
Convertible notes payable, net	$ 908,794	$ 617,725
Convertible notes payable, related party, net	30,000	30,000
Total	$ 938,794	$ 647,725

CONVERTIBLE NOTES PAYABLE (De34

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Convertible Notes Payable Details Narrative Abstract
Amortization of debt discount	$ 223,396	$ 138,698
Debt Instrument, Unamortized Discount	193,191		$ 198,025
Convertible notes, issued	215,000
Derivative liability	245,793
Proceeds from issuance of convertible notes	75,000
Valuation discount	164,695
Financing cost	81,098
Debt discount related to warrants	40,367
Issuance costs	$ 13,500

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Derivatives, Fair Value [Line Items]
Stock Price	$ 0.023	$ 0.109
Risk-free interest rate	2.33%
Expected volatility	325.00%	358.00%
Expected life (in years)	1 year	1 year
Expected dividend yield	0.00%	0.00%
Fair Value	$ 670,887	$ 866,873
Issued during 2018 [Member]
Derivatives, Fair Value [Line Items]
Expected dividend yield	0.00%
Fair Value	$ 245,793
Minimum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.010	$ 0.002
Risk-free interest rate		0.84%
Minimum [Member] | Issued during 2018 [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	0.005
Stock Price	$ 0.010
Risk-free interest rate	1.79%
Expected volatility	306.00%
Expected life (in years)	1 year
Maximum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.035	$ 0.108
Risk-free interest rate		1.24%
Maximum [Member] | Issued during 2018 [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	0.0035
Stock Price	$ 0.037
Risk-free interest rate	2.35%
Expected volatility	388.00%
Expected life (in years)	1 year 36 months 15 days

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Derivative Liability Details Narrative Abstract
Change in the fair value of derivative liability	$ 132,925	$ (19,502)	$ 407,249	$ (19,399)
Derivative liabilities	245,793		245,793
Gain on extinguishment of derivative liability	$ 34,529		$ 34,529	$ 118,309

STOCKHOLDERS DEFICIT (Details)

STOCKHOLDERS DEFICIT (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Number of Outstanding | shares	5,004,708
Granted | shares	3,000,000
Forfeited | shares
Number of Outstanding | shares	8,004,708
Number of Outstanding, Exercisable | shares	8,004,708
Weighted average exercise price outstanding | $ / shares	$ 0.014
Granted | $ / shares	0.015
Forfeited | $ / shares
Weighted average exercise price outstanding | $ / shares	0.014
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.014

STOCKHOLDERS DEFICIT (Details 1

STOCKHOLDERS DEFICIT (Details 1) - Warrant [Member]	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Number of Outstanding | shares	8,004,708
Weighted Average Remaining Contractual Life (Years)	2 years 4 months 20 days
Weighted average exercise price outstanding	$ 0.014
Number of Outstanding, Exercisable | shares	8,004,708
Weighted Average Exercise Price, Exercisable	$ 0.014
Minimum [Member]
Range of Exercise price	0.01
Maximum [Member]
Range of Exercise price	$ 0.015

STOCKHOLDERS DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	May 11, 2018	Apr. 23, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Class of Stock [Line Items]
Capital contribution upon conversion of accrued payroll for officers					$ 419,003
Gain on settlement of obligations			$ 41,111		41,111
Loss on extinguishment of debt			$ 44,248		44,248
Shares issued for services received, Amount					21,679
Stock issued for purchase assets, Shares		2,275,000
Stock issued for purchase assets, Amount		$ 68,250
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount					40,367
Consulting Agreement [Member]
Class of Stock [Line Items]
Shares issued for services received, Shares	300,000
Shares issued for services received, Amount	$ 9,000
Exercise price per share	$ 0.03
Debt Agreement [Member] | Vendors [Member]
Class of Stock [Line Items]
Debt conversion amount to be converted					$ 202,094
Debt conversion converted instrument shares issued, Shares					5,616,086
Debt conversion converted instrument shares issued, Value					$ 160,983
Gain on settlement of obligations					41,111
Debt Agreement [Member] | Two Executive Officers [Member]
Class of Stock [Line Items]
Debt conversion amount to be converted					$ 493,936
Debt conversion converted instrument shares issued, Shares					3,746,660
Debt conversion converted instrument shares issued, Value					$ 74,933
Capital contribution upon conversion of accrued payroll for officers					$ 419,003
Debt Agreement [Member] | On April 8, 2018 and April 12, 2018 [Member]
Class of Stock [Line Items]
Debt conversion converted instrument shares issued, Shares					2,400,000
Loss on extinguishment of debt					$ 44,248
Debt convertible converted aggregate principal amount					$ 25,752
Common Stock One
Class of Stock [Line Items]
Stock issued for purchase assets, Shares					2,275,000
Stock issued for purchase assets, Amount					$ 68,250
Share issued price per share			$ 0.03		$ 0.03
Common Stock
Class of Stock [Line Items]
Shares issued for services received, Shares					300,000
Shares issued for services received, Amount					$ 30
Common stock issued during period, Shares					3,813,000
Common stock issued during period, Amount					$ 707,895
Stock issued for purchase assets, Shares					620,000
Stock issued for purchase assets, Amount					$ 12,680
Share issued price per share			$ 0.02		$ 0.02
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount
Stock not yet shares issued during the period, Shares					5,619,352		6,537,352
Stock not yet shares issued during the period, Amount					$ 305,769		$ 932,734
Warrant [Member]
Class of Stock [Line Items]
Warrants granted					3,000,000
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount					$ 40,367
Fair value of warrants granted					$ 46,774
Exercise price per share					$ 0.015
Expected life					3 years
Weighted-average remaining contractual life of warrants					2 years 4 months 20 days
Intrinsic value					$ 74,990

COMMITMENT AND CONTINGENCIES (D

COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Other Commitments [Line Items]
Common stock, shares issued	90,210,816	74,335,070
Hughes Media Law Group Inc [Member]
Other Commitments [Line Items]
Defendant period	60 days
Common stock, shares issued	3,935,512
Common stock shares outstanding obligations	$ 118,065
Common stock value per share	$ 0.03
Hughes Media Law Group Inc [Member] | July 25, 2016 [Member]
Other Commitments [Line Items]
Judgment awarded	$ 133,482
Interest rate	12.00%
Initial judgment payment	$ 12,000
Initial judgment payment, description	Paid within five days of the judgment.
Monthly payment	$ 4,000
Hughes Media Law Group Inc [Member] | April 4, 2014 [Member]
Other Commitments [Line Items]
Unpaid legal fees	$ 130,553

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jul. 09, 2018	Dec. 17, 2015	Jun. 30, 2018	Dec. 31, 2017
Maturity date		Mar. 22, 2016
Common stock share reserve for future issuance			120,000	60,000
Subsequent Event [Member] | Convertible promissory note [Member] | Power Up Lending Group Ltd [Member]
Convertible note payable principal amount	$ 63,000
Interest rate	12.00%
Maturity date	Jul. 9, 2019
Convertible conversion description	. The note is convertible into shares of common stock of the Company at a 38% discount of the two (2) lowest closing bid prices for the Company’s common stock during the prior fifteen (15) trading day period. The Buyer is limited to convert no more than 4.99%, at any one time, of the issued and outstanding common stock of the Company.
Common stock share reserve for future issuance	25,403,226