Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | VNUE, Inc. | |
Entity Central Index Key | 0001376804 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 336,021,079 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 53,405 | $ 18,191 |
Prepaid expenses | 667 | |
Total current assets | 53,405 | 18,858 |
Intangible assets, net | 208,201 | 233,429 |
Total assets | 261,606 | 252,287 |
Current Liabilities | ||
Accounts payable and accrued expenses | 828,436 | 859,680 |
Accrued payroll to officers | 111,125 | 146,325 |
Advances from stockholders | 720 | 14,720 |
Notes payable | 9,000 | 9,000 |
Convertible notes payable, net | 1,302,598 | 1,202,290 |
Convertible notes payable, related parties, net | 28,500 | 30,000 |
Derivative liabilities | 873,825 | 1,744,601 |
Total current liabilities | 3,154,204 | 4,006,616 |
Purchase liability | 300,000 | 300,000 |
Total liabilities | 3,454,204 | 4,306,616 |
Commitment and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, par value $0.0001: 20,000,000 shares authorized; none issued | ||
Common stock, par value $0.0001: 750,000,000 shares authorized; 254,718,271 and 105,635,816 shares issued and outstanding, respectively | 25,471 | 10,564 |
Additional Paid-in Capital | 6,962,666 | 6,493,069 |
Common stock to be issued, 5,024,352 shares and 3,964,352 shares, respectively | 247,523 | 243,839 |
Accumulated deficit | (10,428,258) | (10,801,801) |
Total Stockholders' Deficit | (3,192,598) | (4,054,329) |
Total Liabilities and Stockholders' Deficit | $ 261,606 | $ 252,287 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 254,718,271 | 105,635,816 |
Common Stock, shares outstanding | 254,718,271 | 105,635,816 |
Common stock to be issued | 5,024,352 | 3,964,352 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidated Statements Of Operations | ||
Revenues | $ 23,556 | $ 15,483 |
Operating Expenses | ||
Direct costs of revenues | 58,438 | 23,124 |
Research and development | 2,081 | 3,676 |
General and administrative | 125,568 | 185,657 |
Total operating expenses | 186,087 | 212,457 |
Loss from Operations | (162,531) | (196,974) |
Other income (expense): | ||
Change in fair value of derivative liability | 633,110 | 274,324 |
Gain on extinguishment of derivative liability | 389,730 | |
Loss on settlement of notes payable | (198,873) | |
Financing costs | (297,036) | (270,730) |
Gain on settlement of obligations | 9,143 | |
Other income (expense), net | 536,074 | 3,594 |
Net income | $ 373,543 | $ (193,380) |
Earnings per share - Basic and diluted | $ .00 | $ 0 |
Weighted average common shares outstanding - Basic | 168,050,218 | 74,335,070 |
Weighted average common shares outstanding - Diluted | 743,810,467 | 74,335,070 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (UNAUDITED) - 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 | |||
Net loss | (193,380) | (193,380) | |||
Ending balance, Shares at Mar. 31, 2018 | 74,335,070 | ||||
Ending balance, Amount at Mar. 31, 2018 | $ 7,433 | 4,796,086 | 932,734 | (8,638,903) | (2,902,650) |
Beginning balance, Shares at Dec. 31, 2018 | 105,635,816 | ||||
Beginning balance, Amount at Dec. 31, 2018 | $ 10,563 | 6,493,069 | 243,839 | (10,801,801) | (4,054,329) |
Shares returned from former officer, Shares | (4,555,918) | ||||
Shares returned from former officer, Amount | $ (456) | 456 | |||
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount | |||||
Gain on extinguishment of accrued payroll to officers/shareholders recorded as contributed capital | 12,046 | 12,046 | |||
Shares issued in settlement of accrued payroll to officer, Shares | 15,057,143 | ||||
Shares issued in settlement of accrued payroll to officer, Amount | $ 1,506 | 39,149 | 40,654 | ||
Shares issued in settlement of accounts payable, Shares | 11,428,571 | ||||
Shares issued in settlement of accounts payable, Amount | $ 1,143 | 29,714 | 30,857 | ||
Shares to be issued for services, Shares | |||||
Shares to be issued for services, Amount | 184 | 184 | |||
Shares to be issued for financing costs | 3,500 | 3,500 | |||
Shares issued on conversion of notes payable, Shares | 127,152,659 | ||||
Shares issued on conversion of notes payable, Amount | $ 12,715 | 388,232 | 400,947 | ||
Net loss | 373,543 | 373,543 | |||
Ending balance, Shares at Mar. 31, 2019 | 254,718,271 | ||||
Ending balance, Amount at Mar. 31, 2019 | $ 25,471 | $ 6,962,666 | $ 247,523 | $ (10,428,258) | $ (3,192,598) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 373,543 | $ (193,380) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | (633,110) | (274,324) |
Derivative value in excess of convertible notes considered a financing cost | 69,759 | 81,098 |
Gain on extinguishment of derivative liability | (389,730) | |
Gain on settlement of vendor obligations | (9,143) | |
Loss on extinguishment of debt | 210,213 | |
Amortization of debt discount | 184,847 | 166,303 |
Amortization of intangible asset | 25,228 | 29,167 |
Shares issued for financing costs | 3,500 | |
Shares issued for services | 184 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | 667 | (6,000) |
Accounts payable and accrued expenses | 8,756 | 37,774 |
Accrued payroll to officer | 17,500 | 55,000 |
Net cash used in operating activities | (137,786) | (104,362) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of convertible notes payable | 173,000 | 110,000 |
Net cash provided by financing activities | 173,000 | 110,000 |
Net Change in Cash | 35,214 | 5,638 |
Cash - Beginning of the Reporting Period | 18,191 | 10,278 |
Cash - End of the Reporting Period | 53,405 | 15,916 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest Paid | 5,874 | |
Income Tax Paid | ||
Non-Cash Financing Activities | ||
Common shares issued upon conversion of notes payable and accrued interest | 400,947 | |
Common shares issued in settlement of accounts payable and accrued expenses | 30,857 | |
Common shares issued upon conversion of accured payroll | 40,654 | |
Fair value of derivative created upon issuance of convertible debt recorded as debt discount | 82,306 | 37,531 |
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount | 40,367 | |
Capital contribution upon conversion of accrued payroll for officers/shareholders | $ 12,046 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 1 - ORGANIZATION AND BASIS OF PRESENTATION | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of VNUE, Inc., a Nevada corporation (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 three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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 We are a music technology company, that offers a suite of products and services that monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radio stations, venues, restaurants, bars, and other stakeholders in music. 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 three months ended March 31, 2019, the Company incurred an operating loss of $162,531, used cash in operations of $137,786, and had a stockholders’ deficit of $3,192,598 as of March 31, 2019. 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 Company does not have any commitments for additional capital. 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, 2018 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2019, the Company had cash on hand in the amount of $53,405. Management estimates that the current funds on hand will be sufficient to continue operations through June 2019. 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. |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 2 - SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 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 March 31, 2019 and 2018, respectively. Inter-company balances and transactions have been eliminated. Revenue Recognition The Company recognizes revenue in accordance with 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 for impairment testing of intangible assets, 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, 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 $873,825 and $1,744,601 at March 31, 2019 and December 31, 2018, respectively, were valued using Level 3 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. Income (Loss) per Common Share Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share at March 31, 2018, because their impact was anti-dilutive. As of March 31, 2018, the Company had total outstanding warrants 8,004,708 and shares related to convertible notes payables of 58,502,514, respectively, which were excluded from the computation of net loss per share. 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 $208,201 and $233,429 as of March 31, 2019 and December 31, 2018, respectively. In accordance with ASC Topic 350 – Goodwill and Other Intangible Assets, the Company assesses the carrying value of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and records an impairment charge if the carrying value of such intangible assets is not recoverable and if it exceeds its fair value. While our fiscal year-to-date financial performance has not met our expectations, and the enterprise value of the Company based on the current price of our common stock may fluctuate at or near the recorded level of finite-lived intangible assets, management does not consider these to be events requiring the performance of an impairment test. The Company will continue to monitor its operating results for indicators of impairment and perform additional tests as necessary, which could result in an impairment charge to intangible assets. Recently Issued Accounting Pronouncements 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 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 | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 3 - INTANGIBLE ASSETS AND PURCHASE LIABILITY | Intangible assets as of March 31, 2019 and December 31, 2018, consist of the following: March 31, December 31, 2019 2018 Intangible assets $ 302,737 $ 302,737 Accumulated amortization (94,536 ) (69,308 ) Dividend yield $ 208,201 $ 233,429 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 Company assigned the aggregate purchase price of $302,737 to intellectual property which will be amortized over a three (3) year period. Total amortization expense during the three months ended March 31, 2019 and 2018 was $25,228 and $29,167, respectively, which is included in general and administrative expense in the condensed consolidated statements of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
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 $23,556 and $15,483 and direct cost of revenues of $58,438 and $23,124 during the three months ended March 31, 2019 and 2018, respectively, were recorded using the assets licensed under this agreement. Accrued Payroll to Officers Accrued payroll to officers was $146,325 as of December 31, 2018. During the three months ended March 31, 2019, the Company entered into a conversion and cancellation of debt agreement with its Chief Executive Officer. The Company agreed to convert accrued payroll of $52,700 into 15,057,143 shares of the Company’ stock, valued at $40,654 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 accrued payroll converted of $52,700, and the market value of the shares issued of $40,654, was recorded as contributed capital of $12,046 in the condensed consolidated statements of stockholders’ deficit for the three months ended March 31, 2019. During the three months ended March 31, 2019 an additional $17,500 of payroll was accrued, resulting in accrued payroll to officers of $111,125 at March 31, 2019. Advances from Employees From time to time, stockholders of the Company advance funds to the Company for working capital purposes. The advances are unsecured, non-interest bearing and due on demand. At December 31, 2018, advances from employees was $14,720. During the three months ended March 31, 2019, a former employee and stockholder agreed to forgive $14,000 owed by the Company. The Company recorded the $14,000 as a gain on the settlement of debt, leaving a remaining balance of $720 at March 31, 2019. Transactions with Former Director and Officer On September 15, 2017, 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 provides for MANN’s continued and ongoing advisory services to the Company for a period of nine (6) months and with automatic nine (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, 2018, $40,000 of cash compensation was owed to MANN under the Advisory Agreements and included in accounts payable and accrued expenses. On March 4, 2019, the Company and MANN entered into a conversion and cancellation of debt agreement relating to the $40,000 cash compensation balance outstanding at December 31, 2018. The Company issued 11,428,571 shares of common stock, at $0.0035 per share, as payment in full for the $40,000 balance outstanding at December 31, 2018. The difference between the total vendor obligations converted of $40,000, and the market value of the shares issued of $30,857, was recorded as a gain on settlement of obligations of $9,143 in other income in the consolidated statements of operations for the three months ended March 31, 2019. During the three months ended March 31, 2019, the Company also incurred costs of $15,000, relating to the agreement and made payments of $2,500, leaving a balance owed to MANN of $12,500 at March 31, 2019, which is included in accounts payable and accrued expenses. |
NOTE PAYABLE (IN DEFAULT)
NOTE PAYABLE (IN DEFAULT) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 6 - CONVERTIBLE NOTES PAYABLE | Convertible notes payable consist of the following: As of March 31, December 31, 2019 2018 Various Convertible Notes (a) $ 43,500 $ 45,000 Ylimit, LLC Convertible Notes (b) 707,500 707,500 Golock Capital, LLC Convertible Notes (c) 302,067 302,067 Other Convertible Notes (d) 424,731 426,964 Total Convertible Notes 1,477,798 1,484,531 Discount (146,700 ) (249,241 ) Convertible notes, net $ 1,331,098 $ 1,232,290 _____________ (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, 2018. On March 4, 2019, a note holder elected to forgive and cancel their outstanding convertible note balance of $1,500, which the Company recorded as a gain on extinguishment of debt in the accompanying condensed consolidated statement of operations. The balance of the notes outstanding was $43,500 as of March 31, 2019, of which $28,500 was due to related parties. (b) On December 31, 2018, the aggregate convertible principal note balance to YLimit, LLC was $705,500 and the related debt discount was $70,078. The convertible notes have an interest rate of 10% per annum, a maturity date of May 9, 2019, and convertible into shares of common stock 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. At March 31, 2019, the balance of notes outstanding was $707,500 and the balance of the debt discount was $6,330. (c) At December 31, 2018, the aggregate convertible notes balance to Golock Capital, LLC (“Lender”) was $302,067. The convertible notes have an interest rate of 10% per annum and maturity dates ranging from June 1, 2018 to November 1, 2018, and are convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. At March 31, 2019, the balance of the notes outstanding was $302,067 but is subject to dispute with said holder as to the actual principal amount and interest calculations. (d) At December 31, 2018, the aggregate convertible notes balance to five lenders was $426,964 and the related debt discount was $179,162. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018 to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 58% of the lowest trading price for the Company’s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share. During the three months ended March 31, 2019, the Company entered into additional notes of $173,000, interest rates from 10% to 12%, and maturity dates ranging from January 22, 2020 to June 19, 2020 at conversion terms comparable to the terms above. During the three months ended March 31, 2019, the lenders elected to convert a portion of the Company’s outstanding principal and interest balances into the Company’s stock. In aggregate, the Company converted outstanding aggregate principal and interest balances of $186,574 into 127,152,659 shares of common stock with a fair value of $400,947, or $0.0015 per share. The aggregate difference between the total principal and interest converted of $186,574, and the market value of the shares issued of $400,947, was recorded as a loss on settlement of notes payable of $214,373 in the condensed consolidated statements of operations for the three months ended March 31, 2019. At March 31, 2019, the aggregate balance of the notes outstanding was $424,431 and the related debt discount was $140,370. 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, 2018, was $249,241. During the three months ended March 31, 2019, the Company issued $173,000 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $152,065, of which $82,306 was recorded as a valuation discount, and the remaining $69,759 was recorded as a financing cost. During the three months ended March 31, 2019, amortization of debt discount was $184,847. The unamortized balance of the debt discount was $146,700 as of March 31, 2019. For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows: March 31, 2019 December 31, 2018 Convertible notes payable, net $ 1,302,598 $ 1,202,290 Convertible notes payable, related party, net 28,500 30,000 Total $ 1,331,098 $ 1,232,290 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: March 31, 2019 Issued During 2019 December 31, 2018 Exercise Price $ 0.0009 – 0.035 $ 0.001 – 0.035 $ 0.005 – 0.035 Stock Price $ 0.0014 $ 0.020 - 0.004 $ 0.016 Risk-free interest rate 2.40 % 2.41 – 2.57 5 2.59 % Expected volatility 385 % 385% - 388 % 293 % Expected life (in years) 1.00 1.00 – 1.36 1.00 Expected dividend yield 0 % 0 % 0 % Fair Value: $ 873,825 $ 152,065 $ 1,744,601 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 three months ended March 31, 2019, the Company recognized $633,110 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 $152,065 upon issuance of convertible notes and recognized a gain on extinguishment of derivative liabilities of $389,730 upon the conversion of convertible notes during the period. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 8 - STOCKHOLDERS DEFICIT | Common stock returned by a director or officer On March 13, 2019, a former Company director voluntarily returned 4,555,918 shares of Company common stock to Treasury. Shares to be issued As of December 31, 2018, the Company had not yet issued 3,964,352 shares of common stock with a value of $243,839 for past services provided and an acquisition. During the three months ended March 31, 2019, the Company was obligated to issue an additional 60,000 shares of common, valued at $184, per the terms of a consulting agreement (see Note 4), and 1,000,000 shares of common stock valued at $3,500, as consideration for amending an existing convertible note. As of March 31, 2019, the Company had not yet issued 5,024,352 shares of common stock with a value of $247,523. Warrants A summary of warrants for the year ended December 31, 2018, is as follows: Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2018 8,004,708 0.014 Warrants granted - - Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, March 31, 2019 8,004,708 $ 0.014 Balance exercisable, March 31, 2019 8,004,708 $ 0.014 Information relating to outstanding warrants at March 31, 2019, summarized by exercise price, is as follows: Outstanding Exercisable Weighted Weighted Exercise Price Per Average Average Share Shares Life (Years) Exercise Price Shares Exercise Price $ 0.010 - 0.015 8,004,708 1.69 $ 0.014 8,004,708 $ 0.014 The weighted-average remaining contractual life of warrants outstanding and exercisable at March 31, 2019 is 1.89 years. Both the outstanding and exercisable warrants outstanding at March 31, 2019 had no intrinsic value. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 9 - COMMITMENT AND CONTINGENCIES | Joint Venture Agreement – Music Reports, Inc. On September 1, 2018, the Company entered into an initial joint venture (“JV”) agreement with Music Reports, Inc., (“MRI”). Music Reports (musicreports.com), , will initially partner with VNUE to provide Performing Rights Organization (PRO) data to VNUE’s Soundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrate automated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is for six (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue of a quarterly basis. As of March 31, 2019, no net revenue was generated from the JV. Litigation On November 27, 2018, Stout Law Group, P.A., the former counsel for the company and an affiliate of Matheau J. Stout, filed a Federal Complaint in the United States District Court for the District of Maryland (Stout Law Group, PA, v. VNUE, Inc.”, Civil Action No 1:18-CV-03614 JKB) for outstanding legal fees and other damages for work provided during the 2015 and 2016 fiscal years. The Company denies any liability therein and after negotiation with the plaintiff, the foregoing action was voluntarily withdrawn on February 27, 2019 by the plaintiff. The Company has a recorded liability of approximately $72,000 as of March 31, 2019 and December 31, 2018 to Stout Law Group, S.A. for services rendered which are the subject of settlement negotiations. Artist Agreement On October 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm. The Artist Agreement is effective October 27, 2015 and has a term lasting as long as I Break Horses artist recordings are available via the VNUE Service. Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30% of the Net Income generated thereby. As of March 31, 2019, the Company did not earn any revenue under this agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 10 - SUBSEQUENT EVENTS | Subsequent to March 31, 2019, several convertible note holders (see Note 6) elected to convert $68,196 of outstanding principal and interest into 81,315,181 shares of the Company’s common at $0.0008 per share. Subsequent to March 31, 2019, the Company entered into an amendment to convertible notes with two lenders that extended the maturity dates to July 31, 2019 and beginning on May 1, 2019, no cash interest payments shall be required in the aggregate of at least $14,000 a month. In addition, the conversion price discount changed to 50% from 58%, and the principal face amount of the notes increased in the aggregate by approximately $12,000. The Company is also required to issue the note holders warrants, with a four year life, for an aggregate of 15,800,319 shares of the Company’s common stock at an exercise price of $0.00475. On May 9, 2019, the Company and Ylimit LLC (see Note 6), extended the maturity date of its convertible notes from May 9, 2019 to August 9, 2019. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Significant And Critical Accounting Policies And Practices | |
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 March 31, 2019 and 2018, respectively. Inter-company balances and transactions have been eliminated. |
Revenue Recognition | The Company recognizes revenue in accordance with 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 for impairment testing of intangible assets, 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, 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 $873,825 and $1,744,601 at March 31, 2019 and December 31, 2018, respectively, were valued using Level 3 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. |
Income (Loss) per Common Share | Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share at March 31, 2018, because their impact was anti-dilutive. As of March 31, 2018, the Company had total outstanding warrants 8,004,708 and shares related to convertible notes payables of 58,502,514, respectively, which were excluded from the computation of net loss per share. |
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 $208,201 and $233,429 as of March 31, 2019 and December 31, 2018, respectively. In accordance with ASC Topic 350 – Goodwill and Other Intangible Assets, the Company assesses the carrying value of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and records an impairment charge if the carrying value of such intangible assets is not recoverable and if it exceeds its fair value. While our fiscal year-to-date financial performance has not met our expectations, and the enterprise value of the Company based on the current price of our common stock may fluctuate at or near the recorded level of finite-lived intangible assets, management does not consider these to be events requiring the performance of an impairment test. The Company will continue to monitor its operating results for indicators of impairment and perform additional tests as necessary, which could result in an impairment charge to intangible assets. |
Recently Issued Accounting Pronouncements | 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 are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SIGNIFICANT AND CRITICAL ACCO_3
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 % |
INTANGIBLE ASSETS AND PURCHAS_2
INTANGIBLE ASSETS AND PURCHASE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets And Purchase Liability | |
Schedule of Intangible assets | March 31, December 31, 2019 2018 Intangible assets $ 302,737 $ 302,737 Accumulated amortization (94,536 ) (69,308 ) Dividend yield $ 208,201 $ 233,429 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Convertible Notes Payable | |
Schedule of Convertible notes payable | As of March 31, December 31, 2019 2018 Various Convertible Notes (a) $ 43,500 $ 45,000 Ylimit, LLC Convertible Notes (b) 707,500 707,500 Golock Capital, LLC Convertible Notes (c) 302,067 302,067 Other Convertible Notes (d) 424,731 426,964 Total Convertible Notes 1,477,798 1,484,531 Discount (146,700 ) (249,241 ) Convertible notes, net $ 1,331,098 $ 1,232,290 _____________ (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, 2018. On March 4, 2019, a note holder elected to forgive and cancel their outstanding convertible note balance of $1,500, which the Company recorded as a gain on extinguishment of debt in the accompanying condensed consolidated statement of operations. The balance of the notes outstanding was $43,500 as of March 31, 2019, of which $28,500 was due to related parties. (b) On December 31, 2018, the aggregate convertible principal note balance to YLimit, LLC was $705,500 and the related debt discount was $70,078. The convertible notes have an interest rate of 10% per annum, a maturity date of May 9, 2019, and convertible into shares of common stock 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. At March 31, 2019, the balance of notes outstanding was $707,500 and the balance of the debt discount was $6,330. (c) At December 31, 2018, the aggregate convertible notes balance to Golock Capital, LLC (“Lender”) was $302,067. The convertible notes have an interest rate of 10% per annum and maturity dates ranging from June 1, 2018 to November 1, 2018, and are convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. At March 31, 2019, the balance of the notes outstanding was $302,067 but is subject to dispute with said holder as to the actual principal amount and interest calculations. (d) At December 31, 2018, the aggregate convertible notes balance to five lenders was $426,964 and the related debt discount was $179,162. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018 to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 58% of the lowest trading price for the Company’s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share. During the three months ended March 31, 2019, the Company entered into additional notes of $173,000, interest rates from 10% to 12%, and maturity dates ranging from January 22, 2020 to June 19, 2020 at conversion terms comparable to the terms above. During the three months ended March 31, 2019, the lenders elected to convert a portion of the Company’s outstanding principal and interest balances into the Company’s stock. In aggregate, the Company converted outstanding aggregate principal and interest balances of $186,574 into 127,152,659 shares of common stock with a fair value of $400,947, or $0.0015 per share. The aggregate difference between the total principal and interest converted of $186,574, and the market value of the shares issued of $400,947, was recorded as a loss on settlement of notes payable of $214,373 in the condensed consolidated statements of operations for the three months ended March 31, 2019. At March 31, 2019, the aggregate balance of the notes outstanding was $424,431 and the related debt discount was $140,370. |
Schedule of convertible notes payable for balance sheet | March 31, 2019 December 31, 2018 Convertible notes payable, net $ 1,302,598 $ 1,202,290 Convertible notes payable, related party, net 28,500 30,000 Total $ 1,331,098 $ 1,232,290 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Liability | |
Schedule of derivative liabilities fair value | March 31, 2019 Issued During 2019 December 31, 2018 Exercise Price $ 0.0009 – 0.035 $ 0.001 – 0.035 $ 0.005 – 0.035 Stock Price $ 0.0014 $ 0.020 - 0.004 $ 0.016 Risk-free interest rate 2.40 % 2.41 – 2.57 5 2.59 % Expected volatility 385 % 385% - 388 % 293 % Expected life (in years) 1.00 1.00 – 1.36 1.00 Expected dividend yield 0 % 0 % 0 % Fair Value: $ 873,825 $ 152,065 $ 1,744,601 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders Deficit | |
Schedule of warrants | Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2018 8,004,708 0.014 Warrants granted - - Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, March 31, 2019 8,004,708 $ 0.014 Balance exercisable, March 31, 2019 8,004,708 $ 0.014 |
Schedule of warrants outstanding and related prices | Outstanding Exercisable Weighted Weighted Exercise Price Per Average Average Share Shares Life (Years) Exercise Price Shares Exercise Price $ 0.010 - 0.015 8,004,708 1.69 $ 0.014 8,004,708 $ 0.014 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating loss | $ (162,531) | $ (196,974) | ||
Net Cash Used in Operating Activities | (137,786) | (104,362) | ||
Total Stockholders' Deficit | (3,192,598) | (2,902,650) | $ (4,054,329) | $ (2,749,637) |
Cash | $ 53,405 | $ 15,916 | $ 18,191 | $ 10,278 |
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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2019 | |
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 ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Fair value of derivative liabilities | $ 873,825 | $ 1,744,601 |
Intangible assets, net | $ 208,201 | $ 233,429 |
Warrant [Member] | ||
Potentially dilutive securities, outstanding | 8,004,708 | |
Convertible Notes [Member] | ||
Potentially dilutive securities, outstanding | 58,502,514 |
INTANGIBLE ASSETS AND PURCHAS_3
INTANGIBLE ASSETS AND PURCHASE LIABILITY (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible Assets And Earnout Liability Details Abstract | ||
Intangible assets | $ 302,737 | $ 302,737 |
Accumulated amortization | (94,536) | (69,308) |
Dividend yield | $ 208,201 | $ 233,429 |
INTANGIBLE ASSETS AND PURCHAS_4
INTANGIBLE ASSETS AND PURCHASE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 23, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Stock issued for purchase assets, shares | 2,275,000 | ||
Stock issued for purchase assets, amount | $ 68,250 | ||
Payment of obligation | 234,487 | ||
Amortization expense | $ 25,228 | $ 29,167 | |
Intellectual Property [Member] | |||
Aggregate purchase price | $ 302,737 | ||
Amortization term | three (3) year period |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 15, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Advances from stockholders | $ 720 | $ 14,720 | ||
Revenues | 23,556 | $ 15,483 | ||
Cost of revenues | 58,438 | 23,124 | ||
Stock issued of common stock, amount | ||||
Accrued payroll to officers | 111,125 | 146,325 | ||
Shares issued in settlement of accounts payable, Amount | 30,857 | |||
Additional Accrued payroll to officers | 17,500 | 55,000 | ||
Gain on the settlement of debt | 14,000 | |||
Forgivness of debt | 14,000 | |||
Gain on settlement of vendor obligations | (9,143) | |||
Debt conversion vendor obligations converted | 40,000 | |||
Accounts payable and accrued expenses | $ 828,436 | 859,680 | ||
DiscLive Network [Member] | ||||
Licensing fees as a percentage of sales | 5.00% | |||
Debt Agreement [Member] | ||||
Shares issued in settlement of accounts payable, Shares | 15,057,143 | |||
Shares issued in settlement of accounts payable, Amount | $ 40,654 | |||
Conversion of accrued payroll into common stock shares | 52,700 | |||
Contributed capital | 12,046 | |||
Mann [Member] | ||||
Advisory agreement, description | The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for a period of nine (6) months and with automatic nine (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. | |||
Cash compensation | $ 40,000 | |||
Stock issued of common stock, shares | 11,428,571 | |||
Stock issued of common stock, amount | $ 40,000 | |||
Common stock price per share | $ 0.0035 | |||
Incurred costs | 15,000 | |||
Accounts payable and accrued expenses | 12,500 | |||
Repayment of debts to related party | $ 2,500 |
NOTE PAYABLE (IN DEFAULT) (Deta
NOTE PAYABLE (IN DEFAULT) (Details Narrative) - USD ($) | 1 Months Ended | ||
Dec. 17, 2015 | Mar. 31, 2019 | Dec. 31, 2018 | |
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 ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Total Convertible Notes | $ 1,477,798 | $ 1,484,531 | |
Discount | 146,700 | (249,241) | |
Convertible notes, net | 1,331,098 | 1,232,290 | |
Various Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Convertible Notes | [1] | 43,500 | 45,000 |
Ylimit, LLC Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Convertible Notes | [2] | 707,500 | 707,500 |
Golock Capital, LLC Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Convertible Notes | [3] | 302,067 | 302,067 |
Other Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Convertible Notes | [4] | $ 424,731 | $ 426,964 |
[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, 2018. On March 4, 2019, a note holder elected to forgive and cancel their outstanding convertible note balance of $1,500, which the Company recorded as a gain on extinguishment of debt in the accompanying condensed consolidated statement of operations. The balance of the notes outstanding was $43,500 as of March 31, 2019, of which $28,500 was due to related parties. | ||
[2] | (b)On December 31, 2018, the aggregate convertible principal note balance to YLimit, LLC was $705,500 and the related debt discount was $70,078. The convertible notes have an interest rate of 10% per annum, a maturity date of May 9, 2019, and convertible into shares of common stock 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. At March 31, 2019, the balance of notes outstanding was $707,500 and the balance of the debt discount was $6,330. | ||
[3] | (c)At December 31, 2018, the aggregate convertible notes balance to Golock Capital, LLC ("Lender") was $302,067. The convertible notes have an interest rate of 10% per annum and maturity dates ranging from June 1, 2018 to November 1, 2018, and are convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. At March 31, 2019, the balance of the notes outstanding was $302,067 but is subject to dispute with said holder as to the actual principal amount and interest calculations. | ||
[4] | (d)At December 31, 2018, the aggregate convertible notes balance to five lenders was $426,964 and the related debt discount was $179,162. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018 to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 58% of the lowest trading price for the Company's common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share. During the three months ended March 31, 2019, the Company entered into additional notes of $173,000, interest rates from 10% to 12%, and maturity dates ranging from January 22, 2020 to June 19, 2020 at conversion terms comparable to the terms above. During the three months ended March 31, 2019, the lenders elected to convert a portion of the Company's outstanding principal and interest balances into the Company's stock. In aggregate, the Company converted outstanding aggregate principal and interest balances of $186,574 into 127,152,659 shares of common stock with a fair value of $400,947, or $0.0015 per share. The aggregate difference between the total principal and interest converted of $186,574, and the market value of the shares issued of $400,947, was recorded as a loss on settlement of notes payable of $214,373 in the condensed consolidated statements of operations for the three months ended March 31, 2019. At March 31, 2019, the aggregate balance of the notes outstanding was $424,431 and the related debt discount was $140,370. |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Convertible Notes Payable Details 1Abstract | ||
Convertible notes payable, net | $ 1,302,598 | $ 1,202,290 |
Convertible notes payable, related party, net | 28,500 | 30,000 |
Total | $ 1,331,098 | $ 1,232,290 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Convertible Notes Payable Details Narrative Abstract | |||
Amortization of debt discount | $ 184,847 | $ 166,303 | |
Debt Instrument, Unamortized Discount | (146,700) | $ 249,241 | |
Convertible notes, issued | 173,000 | ||
Derivative liability | 152,065 | ||
Valuation discount | $ 82,306 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | ||
Stock Price | $ 0.0014 | $ 0.016 |
Risk-free interest rate | 2.40% | 2.59% |
Expected volatility | 385.00% | 293.00% |
Expected life (in years) | 1 year | 1 year |
Expected dividend yield | 0.00% | 0.00% |
Fair Value | $ 873,825 | $ 1,744,601 |
Issued during 2019 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Expected dividend yield | 0.00% | |
Fair Value | $ 152,065 | |
Minimum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exercise Price | $ 0.0009 | $ 0.005 |
Minimum [Member] | Issued during 2019 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exercise Price | 0.001 | |
Stock Price | $ 0.020 | |
Risk-free interest rate | 2.41% | |
Expected volatility | 385.00% | |
Expected life (in years) | 1 year | |
Maximum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exercise Price | $ 0.035 | $ 0.035 |
Maximum [Member] | Issued during 2019 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exercise Price | 0.035 | |
Stock Price | $ 0.004 | |
Risk-free interest rate | 2.575% | |
Expected volatility | 388.00% | |
Expected life (in years) | 1 year 4 months 9 days |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Liability Details Narrative Abstract | ||
Change in the fair value of derivative liability | $ 633,110 | $ 274,324 |
Derivative liabilities | 152,065 | |
Gain on extinguishment of derivative liability | $ 389,730 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Outstanding | shares | 8,004,708 |
Warrants granted | shares | |
Warrants exercised | shares | |
Warrants expired or 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 |
Warrants granted | $ / shares | |
Warrants exercised | $ / shares | |
Warrants expired or 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] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Outstanding | shares | 8,004,708 |
Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 9 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 | 0.010 |
Maximum [Member] | |
Range of Exercise price | $ 0.015 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 13, 2019 | Dec. 31, 2018 | |
Common stock share to be issued for services | 5,024,352 | 3,964,352 | |
Common stock value to be issued for services | $ 247,523 | $ 243,839 | |
Warrant [Member] | |||
Weighted-average remaining contractual life of warrants outstanding and exercisable | 1 year 10 months 21 days | ||
Convertible Notes [Member] | |||
Common stock share to be issued for services | 1,000,000 | ||
Common stock value to be issued for services | $ 3,500 | ||
Consulting agreement [Member] | |||
Common stock share to be issued for services | 60,000 | ||
Common stock value to be issued for services | $ 184 | ||
Former director [Member] | |||
Common stck shares returned by related party | 4,555,918 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Mar. 31, 2019 | Dec. 31, 2018 | |
Stout Law Group P.A. [Member] | |||
Other Commitments [Line Items] | |||
Loss contingency, damages sought under settlement claim | $ 72,000 | $ 72,000 | |
Initial joint venture agreement [Member] | MRI [Member] | September 1, 2018 [Member] | |||
Other Commitments [Line Items] | |||
Terms of joint venture | The initial term of the JV is for six (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue of a quarterly basis | ||
Artist Agreement [Member] | I Break Horses [Member] | |||
Other Commitments [Line Items] | |||
Description for commission receivable under agreement | Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30% of the Net Income generated thereby |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Common stock shares reserved for future issuance | 5,024,352 | 3,964,352 |
Share price | $ 0.0014 | $ 0.016 |
Convertible Notes [Member] | ||
Common stock shares reserved for future issuance | 1,000,000 | |
Subsequent Event [Member] | Convertible Notes [Member] | ||
Debt conversion amount elected to convert | $ 68,196 | |
Common stock shares reserved for future issuance | 81,315,181 | |
Share price | $ 0.0008 | |
Subsequent Event [Member] | Convertible Notes [Member] | Amendment [Member] | ||
Interest payment, description | No cash interest payments shall be required in the aggregate of at least $14,000 a month | |
Maturity date, description | Extended the maturity dates to July 31, 2019 | |
Conversion price, description | The conversion price discount changed to 50% from 58% | |
Convertible note, principal | $ 12,000 | |
Subsequent Event [Member] | Convertible Notes [Member] | Amendment [Member] | Warrant [Member] | ||
Common stock shares reserved for future issuance | 15,800,319 | |
Term of warrants | 4 years | |
Exercise price | $ 0.00475 |