VNUE (VNUE) 10-Q 20 May 19 2019 Q1 Quarterly report Financial data

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