VNUE (VNUE) 10-Q 29 Jun 20 2020 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2020	Jun. 26, 2020
Cover [Abstract]
Entity Registrant Name	VNUE, Inc.
Entity Central Index Key	0001376804
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		1,149,756,152
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 16,419	$ 52,096
Prepaid expenses	100,000	0
Total current assets	116,419	52,096
Total assets	116,419	52,096
Current liabilities:
Accounts payable and accrued expenses	1,026,685	978,145
Shares to be issued	247,707	247,707
Accrued payroll-officers	131,750	108,000
Advances from former officer	720	720
Notes payable	34,000	34,000
Deferred revenue	74,225	0
Convertible notes payable, net	1,631,261	1,486,067
Purchase liability	300,000	300,000
Derivative liability	1,213,372	922,509
Total current liabilities	4,659,720	4,077,148
Total liabilities	4,659,720	4,077,148
Commitments and Contingencies	0	0
Stockholders' Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized 4,126,776 issued and outstanding	413	413
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,149,756,152 and 770,883,602 shares issued and outstanding, respectively	114,975	77,088
Additional paid-in capital	8,182,767	8,099,346
Accumulated deficit	(12,841,456)	(12,201,899)
Total stockholders' deficit	(4,543,301)	(4,025,052)
Total Liabilities and Stockholders' Deficit	$ 116,419	$ 52,096

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Stockholders' Deficit
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	4,126,776	4,126,776
Preferred stock, shares outstanding	4,126,776	4,126,776
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	1,149,756,152	770,883,602
Common stock, shares outstanding	1,149,756,152	770,883,602

(UNAUDITED) CONDENSED CONSOLIDA

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues - related party	$ 12,059	$ 23,556
Direct costs of revenue	8,509	58,438
Gross margin (loss)	3,550	(34,882)
Operating expenses:
Research and development	0	2,081
General and administrative	176,188	125,568
Total costs and expenses	176,188	127,649
Operating loss	(172,638)	(162,531)
Other income (expense), net
Change in fair value of derivative liability	(290,862)	1,022,840
Loss on the extinguishment of debt	(72,709)	(198,873)
Gain on settlement of obligations	0	9,143
Financing costs	(103,348)	(297,036)
Other income (expense), net	(466,919)	536,074
Net income (loss)	$ (639,557)	$ 373,543
Net loss per common share - basic and diluted	$ 0	$ 0
Weighted average common shares outstanding:
Basic and diluted	1,029,274,036	168,050,218

(UNAUDITED) CONDENSED CONSOLI_2

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Total	Preferred Shares [Member]	Par value $0.001 Common Shares [Member]	Additional Paid In Capital	Deficit [Member]
Balance, shares at Dec. 31, 2018			105,635,816
Balance, amount at Dec. 31, 2018	$ (4,298,168)	$ 0	$ 10,563	$ 6,493,070	$ (10,801,801)
Shares returned from former officer, shares			(4,555,918)
Shares returned from former officer, amount	0	$ 0	$ (456)	456	0
Shares issued in settlement of accounts payable to former officer, shares			11,428,571
Shares issued in settlement of accounts payable to former officer, amount	30,857	$ 0	$ 1,143	29,714	0
Shares issued on conversion of accrued payroll to officer, shares			15,057,143
Shares issued on conversion of accrued payroll to officer, amount	40,654	$ 0	$ 1,506	39,149	0
Gain on extinguishment of accrued payroll to officers recorded as contributed capital	12,046	$ 0	$ 0	12,046	0
Shares issued on conversion of notes payable, shares			127,152,659
Shares issued on conversion of notes payable, amount	400,947	$ 0	$ 12,715	388,232	0
Net income (loss)	373,543	$ 0	$ 0	0	373,543
Balance, shares at Mar. 31, 2019			254,718,271
Balance, amount at Mar. 31, 2019	(3,440,121)	$ 0	$ 25,471	6,962,666	(10,428,258)
Balance, shares at Dec. 31, 2019		4,126,776	770,883,602
Balance, amount at Dec. 31, 2019	(4,025,052)	$ 413	$ 77,088	8,099,346	(12,201,899)
Shares issued on conversion of notes payable, shares			378,872,550
Shares issued on conversion of notes payable, amount	121,308	$ 0	$ 37,887	83,421	0
Net income (loss)	(639,557)	$ 0	$ 0	0	(639,557)
Balance, shares at Mar. 31, 2020		4,126,776	1,149,756,152
Balance, amount at Mar. 31, 2020	$ (4,543,301)	$ 413	$ 114,975	$ 8,182,767	$ (12,841,456)

(UNAUDITED) CONDENSED CONSOLI_3

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows From Operating Activities:
Net income (loss)	$ (639,557)	$ 373,543
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Change in the fair value of derivatives	290,862	(1,022,840)
Derivative value in excess of convertible notes considered financing costs	0	69,759
Gain on the settlement of vendor obligations	0	(9,143)
Loss on the extinguishment of debt	72,709	198,873
Amortization of debt discount	48,193	184,847
Amortization of intangible assets	0	25,228
Changes in operating assets and liabilities
Prepaid expenses	(100,000)	667
Accounts payable and accrued interest	8,541	8,756
Shares to be issued	0	3,684
Deferred revenue	74,225	0
Accrued payroll officers	63,750	17,500
Net cash (used in) operating activities	(181,277)	(137,786)
Cash Flows From Investing Activities:	0
Cash Flows From Financing Activities:
Proceeds from notes payable	0	0
Payoff of convertible note	(4,400)	0
Proceeds from the issuance of convertible notes	150,000	173,000
Net cash provided by financing activities	145,600	173,000
Net Increase (Decrease) In Cash	(35,677)	35,214
Cash At The Beginning Of The Period	52,096	18,191
Cash At The End Of The Period	16,419	53,405
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-Cash Financing Activities
Common shares issued upon conversion of notes payable and accrued interest	121,308	400,947
Common shares issued in settlement of accounts payable and accrued expenses	0	30,857
Common shares issued upon conversion of accrued payroll	0	40,654
Fair value of derivative created upon issuance of convertible debt recorded as debt discount	0	82,306
Capital contribution upon conversion of accrued payroll for officer/shareholder	$ 0	$ 12,046

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2020
ORGANIZATION AND BASIS OF PRESENTATION
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, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications did not affect the Company’s financial position, results of operations, or cash flows. 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 concerFn 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, 2020, the Company incurred an operating loss of $639,557, used cash in operations of $181,277 and had a stockholders’ deficit of $4,543,301. 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, 2019, consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. On March 31, 2020, the Company had cash on hand of $16,419. Subsequent to March 31, 2020, we raised $100,000 from the issuance of three convertible notes to an accredited investor - see Note 10, Subsequent Events. Management estimates that the current funds on hand will be sufficient to continue operations through August 31, 2020. 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 can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

SIGNIFICANT AND CRITICAL ACCOUN

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES	3 Months Ended
	Mar. 31, 2020
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES
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 on March 31, 2020, and 2019, 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 vouchers that fans redeem for limited edition CD sets that contain the recording of live concerts and made available to concert attendees 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 the collection of the receivable is reasonably assured, which generally occurs when after the event is held. 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 $1,213,372 and $922,509 on March 31, 2020, and December 31, 2019, 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 the 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 on March 31, 2020, because their impact was anti-dilutive. As of March 31, 2020, the Company had 23,805,027 outstanding warrants and 4,736,115,952 shares related to convertible notes payables 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 $-0- and $-0- as of March 31, 2020, and December 31, 2019, 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. On December 31, 2019, we conducted an impairment analysis and although we believe that we will be able to generate revenues in the future from our Sounstr asset, based on the lack of any historical sales to date or lack of any pending contracts, we determined that we could not substantiate any anticipated future revenues, and determined that the remaining book value of the intangible of $132,397 should be impaired as of December 31, 2019. 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2020
RELATED PARTY TRANSACTIONS
Note 3 - 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 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 $12,059 and $23,556 and direct cost of revenues of $8,509 and $58,438 during the three months ended March 31, 2020, and 2019, respectively, were recorded using the assets licensed under this agreement. Our Chief Executive Officer agreed to waive the right to receive these license fees for both years. Accrued Payroll to Officers Accrued payroll due to two officers was $131,750 and $108,000 respectively, as of March 31, 2020, and December 31, 2019, respectively. During the three months ended March 31, 2019, the Company entered into a conversion and cancellation of a debt agreement with its Chief Executive Officer, Zach Bair. The Company agreed to convert accrued payroll of $52,700 into 15,057,143 shares of the Company’s 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. The Chief Executive Officers’ compensation is $170,000 per year, and As of March 31, 2020, and December 31, 2019, the amounts due to Mr. Bair were $75,500 and $40,000, respectively. On September 15, 2017, the Company entered into an Advisory Agreement with Louis Mann (“MANN”) for MANN’s continued and ongoing advisory services to the Company’s as Executive Vice President and director for six (6) months and with automatic six (6) months renewals unless terminated in accordance with the agreement. MANN is to receive $5,000 per month. This agreement was renewed on October 1, 2019, and on April 1, 2020. $15,000 in compensation was expensed during the three months ended March 31, 2020, and March 31, 2019. As of March 31, 2020, and December 31, 2019, the amounts due to Mr. Mann were $56,250 and $40,000, respectively 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. On December 31, 2018, advances from employees were $14,720. During the year ended December 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 on March 31, 2020, and December 31, 2019.

NOTE PAYABLE

NOTE PAYABLE	3 Months Ended
	Mar. 31, 2020
NOTE PAYABLE
Note 4 - NOTE PAYABLE	On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note became due within 10 business days of the Company receiving notice of the 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%. On April 30, 2019, the Company issued an unsecured Promissory Note in the principal amount of $25,000. The Note was due and payable on August 30, 2019, along with $5,000 worth of interest. The Company continues to accrue interest on this note at the rate of $1,250 per month. The Promissory Note is past due, however, the maker of the Note has verbally agreed not to call a default. During the three months ended March 31, 2020, the Company recorded $4,380 of accrued interest expense on these two Notes. The balance of the Notes Payable outstanding was $34,000 and $34,000 as of March 31, 2020, and December 31, 2019, respectively.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2020
RELATED PARTY TRANSACTIONS
NOTE 5 - CONVERTIBLE NOTES PAYABLE	Convertible notes payable consist of the following: March 31, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes(b) 1,032,500 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 246,069 299,069 Total Convertible Notes 1,661,080 1,564,080 Debt discount (29,819 ) (78,013 ) Convertible notes, net $ 1,631,261 $ 1,486,057 _____________ (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 consolidated statement of operations. The balance of the notes outstanding was $43,500 as of March 31, 2020, and December 31, 2019, respectively, of which $28,500 was due to related parties. (b) On May 9, 2016, the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The note is secured by the Company’s rights, titles, and interests in all the Company’s tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, The balance of the notes outstanding was $517,000 as of December 31, 2017, and the balance of the debt discount was $137,358. On April 12, 2018, and again on August 15, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $190,500 to a total of $707,500 and extended the maturity date to May 9, 2019.The amendment on April 12, 2018 further modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per-share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. This feature gave rise to a derivative liability of $135,900 during the period ended December 31, 2018, that is discussed below. During the year ended December 31, 2018, the Company borrowed an additional $190,500. The balance of notes outstanding was $707,500 as of December 31, 2018, and the balance of the debt discount was $70,078. On November 9, 2019, the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory note dated May 9, 2016, along with subsequent amendment and fundings that followed. Under the terms of Ylimit Amendment One, Ylimit extended maturity date of all outstanding convertible debt due to them by the company, to a new maturity date of February 09, 2020. Ylimit received no consideration for this amendment. By verbal agreement, Ylimit increased the Company’s borrowing limits by $175,000 and extended this amount of additional funding to the Company during the last three months of 2019 bring the total convertible note balance due to YLimit to a total of $882,500 as of December 31, 2019. All note discount related to Ylimit was fully amortized as of December 31, 2019. On February 9, 2020, the Company entered into another amendment with Ylimit (“Ylimit Amendment Two”) to further extend the maturity date of all of the Company’s outstanding debt to August 9, 2020, including the $175,000 that Ylimit funded in the fourth quarter of 2019. Ylimit received no consideration for the Ylimit Amendment Two. During the three months ended March 31, 2020, Ylimit provided another $150,000 in funding to the Company bringing their balance to $1,032,500 as of March 31, 2020 (c) From September 1, 2017, to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018, and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggyback registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017. On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate of 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be 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. This feature gave rise to a derivative liability of $553,000 at the date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to the principal, which was recorded to financing costs. The aggregate balance of the notes outstanding and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018. On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ending December 31, 2019, the Company issued new notes payable of $53,331 and $23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on March 31, 2020, and December 31, 2019, respectively, was $339,010. As of March 31, 2020, $285,679 of these notes were past due. (d) As of December 31, 2017, the Company had an outstanding convertible note payable of $61,000. During the year ended December 31, 2018, the Company entered into additional notes of $369,250. 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 50% 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. The issuance of notes with conversion features gave rise to derivative liabilities of $559,397 (see discussion below). As of December 31, 2018, the aggregate convertible notes balance to the five lenders was $426,964 and the related debt discount was $179,162. During the year ended December 31, 2019, the Company entered into additional notes of $256,000, with interest rates from 10% to 12%, and maturity dates ranging from January 22, 2020, to August 2, 2020, at conversion terms comparable to the terms above. The issuance of notes with conversion features gave rise to derivative liabilities of $357,465 (see discussion below). In addition, On April 29, 2019, one of the lenders entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, the Company issued (a) a warrant to purchase 2,966,986 shares of the Company’s common stock for a period of 48 months exercisable at a strike price of $.00475 with a fair value of $5,934, and (b) the conversion price of outstanding notes was changed from $.015 to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ended December 31, 2019, convertible notes of $388,207 and accrued interest were converted into 540,276,078 shares of common stock. As of December 31, 2019, the aggregate convertible notes balance to the five lenders was $299,069 and the related debt discount was $ 33,667. As of December 31, 2019, $96,069 of these notes were past due. During the three months ended March 31, 2020, $48,600 of the principal balance was converted to 378,872,550 shares of common stock. The Company recorded a loss on the extinguishment of this debt of $72,708.82. Additionally, the Company paid $4,400 to reduce the principal balance. These were the only note conversions during the three months ended 2020. Summary On March 31, 2020, the aggregate balance of the fair value of all convertible notes outstanding was $1,661,080 and the related debt discount was $29,819, or a net balance of $1,631,261. Of this amount, $381,749 in principal was past due. As of March 31, 2020, the above notes are convertible into 4,736,115,952 shares of common stock. 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.

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2020
DERIVATIVE LIABILITY
Note 6 - 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 5 were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of March 31, 2020, and December 31, 2019, the derivative liabilities were valued using a probability-weighted average Black-Scholes-Merton pricing model with the following assumptions: March 31, 2020 Issued During 2019 Exercise Price $0.0003–0.035 $0.001–0.035 Stock Price $ 0.0003 $0.020-0.004 Risk-free interest rate .17 % 2.41–1.85 Expected volatility 228 % 385%-388 % Expected life (in years) 1.00 1.00–1.36 Expected dividend yield 0 % 0 % Fair Value: $ 1,940,813 (a) $ 479,987 ________ (a) Represents the total amount of principal and accrued interest subject to derivative calculations as of March 31, 2020 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, 2020, the Company recognized a loss of $290,862 as other expense, which represented the net change in the value of the derivative liability at December 31, 2019, plus new derivative liabilities, less the gain on the extinguishment of derivative liabilities.

SHARES TO BE ISSUED

SHARES TO BE ISSUED	3 Months Ended
	Mar. 31, 2020
SHARES TO BE ISSUED
NOTE 7 - 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 During the year ended December 31, 2019, the Company became obligated to issue an additional 60,000 shares of common, valued at $184, per the terms of a consulting agreement and 1,000,000 shares of common stock valued at $3,500, as consideration for amending an existing convertible note. As of March 31, 2020, and December 31, 2019, the Company had not yet issued a total of 5,204,352 shares of common stock with a value of $247,707.

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	3 Months Ended
	Mar. 31, 2020
STOCKHOLDERS DEFICIT
NOTE 8 - STOCKHOLDERS' DEFICIT	Common stock The Company has 2,000,000,000 shares of $0.0001 par value per share of common stock authorized. As of March 31, 2020, and December 31, 2019, the Company had 1,149,756,152 and 770,883,602 shares of common stock issued and outstanding, respectively. 2020 Common Stock Transactions from January 1, 2020, through March 31, 2020 During the three months ended March 31, 2020, convertible noteholders converted $48,600 of principal into 378,872,550 shares of common stock. The Company recorded a loss on the extinguishment of this debt amounting to $72,709 2019 Common Stock Transactions from January 1, 2019, through March 31, 2019 During the three months ended March 31, 2020, convertible noteholders converted $175,233 of principal and $11,341 of interest into 127,152,659 shares of common stock. The Company recorded a loss on the extinguishment of this debt amounting to $198,873. On March 13, 2019, a former Company director voluntarily returned 4,555,918 shares of Company common stock to Treasury. During the three months ended March 31, 2019, the Company entered into a conversion and cancellation of a 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’s 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. On March 4, 2019, the Company and entered into a conversion and cancellation of a debt agreement with a former officer relating to the $40,000 cash compensation balance outstanding on 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. 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. Preferred stock On July 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which, 5,000,000 were designated as Series A Convertible Preferred Stock. On May 22, 2019, the “Company” issued 4,126,776 restricted shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) to various employees and service providers to compensate and reward them for past services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock will receive relative rights and preferences under terms and conditions outlined in the Certificate of Designation of the Preferred Stock. The Company believes that the issuance of the Series A Preferred Stock was exempt from the registration requirements under the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act in that said transaction did not involve a public solicitation and said restricted shares were issued to only a small number of employees and consultants with an ongoing relationship with the Company. In connection with the Series A Designation, the Company authorized 5,000,000 shares of its Series A Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders shall be entitled to share among dividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A Preferred Stock shall have no liquidation or redemption rights. As of March 31, 2020, and December 31, 2019, the Company had 4,126,776 shares of Series A par value $0.0001, preferred shares outstanding

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2020
COMMITMENT AND CONTINGENCIES
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 was for six (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of March 31, 2020, 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, 2020, and December 31, 2019, 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, 2020, the Company did not earn any revenue under this agreement. COVID-19 The outbreak of communicable diseases, such as a new virus known as the Coronavirus (COVID-19), could result in a widespread health crisis that could adversely affect general commercial activity and our business. An outbreak of communicable diseases in the region that we operate or regions from which our customers travel from or through, or the perception that such an outbreak could occur, and the measures taken by the governments of countries affected, including restricting air travel and other means of transportation, imposing quarantines and curfews and requiring the closure of our offices or other businesses, including office buildings, theatres, retail stores, and other commercial venues, could adversely affect our business, financial condition or results of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2020
SUBSEQUENT EVENTS
Note 10 - SUBSEQUENT EVENTS	During the period subsequent to March 31, 2020, the Company received $100,000 in proceeds from the issuance of three, one-year maturity, unsecured 10% convertible notes to one accredited investor. These notes are convertible into common stock at a current conversion rate of $0.035

SIGNIFICANT AND CRITICAL ACCO_2

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies)	3 Months Ended
	Mar. 31, 2020
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 on March 31, 2020, and 2019, 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 vouchers that fans redeem for limited edition CD sets that contain the recording of live concerts and made available to concert attendees 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 the collection of the receivable is reasonably assured, which generally occurs when after the event is held.
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 $1,213,372 and $922,509 on March 31, 2020, and December 31, 2019, 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 the 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 on March 31, 2020, because their impact was anti-dilutive. As of March 31, 2020, the Company had 23,805,027 outstanding warrants and 4,736,115,952 shares related to convertible notes payables 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 $-0- and $-0- as of March 31, 2020, and December 31, 2019, 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. On December 31, 2019, we conducted an impairment analysis and although we believe that we will be able to generate revenues in the future from our Sounstr asset, based on the lack of any historical sales to date or lack of any pending contracts, we determined that we could not substantiate any anticipated future revenues, and determined that the remaining book value of the intangible of $132,397 should be impaired as of December 31, 2019.
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.

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2020
CONVERTIBLE NOTES PAYABLE (Tables)
Schedule of Convertible notes payable	March 31, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes(b) 1,032,500 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 246,069 299,069 Total Convertible Notes 1,661,080 1,564,080 Debt discount (29,819 ) (78,013 ) Convertible notes, net $ 1,631,261 $ 1,486,057

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2020
DERIVATIVE LIABILITY
Schedule of derivative liabilities fair value	March 31, 2020 Issued During 2019 Exercise Price $0.0003–0.035 $0.001–0.035 Stock Price $ 0.0003 $0.020-0.004 Risk-free interest rate .17 % 2.41–1.85 Expected volatility 228 % 385%-388 % Expected life (in years) 1.00 1.00–1.36 Expected dividend yield 0 % 0 % Fair Value: $ 1,940,813 (a) $ 479,987 ________

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Loss from Operations	$ (172,638)	$ (162,531)
Net cash used in operating activities	(181,277)	(137,786)
Total Stockholders' Deficit	(4,543,301)	(3,440,121)	$ (4,025,052)	$ (4,298,168)
Cash	$ 16,419	$ 53,405	$ 52,096	$ 18,191
TGRI [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	50,762,987
Three Convertible Notes [Member] | Accredited investor [Member]
Proceeds from issuance of convertible notes	$ 100,000

SIGNIFICANT AND CRITICAL ACCO_3

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details)	3 Months Ended
	Mar. 31, 2020
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Non-controlling Interest, Ownership Percentage by Parent	100.00%
Entity Incorporation, Date of Incorporation	Apr. 4, 2006
Vnue Inc. Vnue Washington [Member]
State of Incorporation	Washington
Non-controlling Interest, Ownership Percentage by Parent	100.00%
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Vnue LLC [Member]
State of Incorporation	Washington
Non-controlling Interest, Ownership Percentage by Parent	100.00%
Entity Incorporation, Date of Incorporation	Aug. 1, 2013
Vnue Technology Inc [Member]
State of Incorporation	Washington
Non-controlling Interest, Ownership Percentage by Parent	90.00%
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Vnue Media Inc [Member]
State of Incorporation	Washington
Non-controlling Interest, Ownership Percentage by Parent	89.00%
Entity Incorporation, Date of Incorporation	Oct. 16, 2014

SIGNIFICANT AND CRITICAL ACCO_4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Fair value of derivative liabilities	$ 1,213,372	$ 922,509
Intangible assets, net	0	0
Impaired value of intengible assets	$ 0	$ 132,397
Warrant [Member]
Potentially dilutive securities, outstanding	23,805,027
Convertible Notes [Member]
Potentially dilutive securities, outstanding	4,736,115,952

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 15, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Mar. 13, 2019
Advances from former officer		$ 720		$ 720
Accrued payroll-officers		131,750		108,000
Revenues - related party		12,059	$ 23,556
Direct costs of revenue		8,509	58,438
Stock issued of common stock, amount		0	30,857
Gain on the settlement of debt		14,000
Forgivness of debt		14,000
Debt Agreement [Member]
Shares issued in settlement of accounts payable, Amount		$ 40,654
Shares issued in settlement of accounts payable, Shares		15,057,143
Conversion of accrued payroll into common stock shares		$ 52,700
Contributed capital		12,046
Mann [Member]
Due to related party		56,250		40,000
Advisory agreement, description	The Company entered into an Advisory Agreement with Louis Mann (“MANN”) for MANN’s continued and ongoing advisory services to the Company’s as Executive Vice President and director for six (6) months and with automatic six (6) months renewals unless terminated in accordance with the agreement. MANN is to receive $5,000 per month.
Compensation to related patry		15,000	15,000
Chief Executive Officer [Member]
Accrued payroll-officers			$ 52,700		$ 0
Cash compensation		170,000
Mr. Bair [Member]
Due to related party		$ 75,500		$ 40,000
DiscLive Network [Member]
Licensing fees as a percentage of sales		5.00%

NOTE PAYABLE (Details Narrative

NOTE PAYABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 17, 2015	Mar. 31, 2020	Dec. 31, 2019	Apr. 30, 2019
NOTE PAYABLE
Debt Instrument, Maturity Date	Mar. 22, 2016	Aug. 30, 2019
Principal amount	$ 9,000			$ 25,000
Interest amount		$ 5,000
Accrued interest expense		$ 4,380
Accrue interest on note, description		1,250 per month
Interest rate	7.00%
Note payable	$ 0	$ 34,000	$ 34,000
Note payable description	The note became 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, 2020	Dec. 31, 2019		Dec. 31, 2018	Feb. 02, 2018	Dec. 31, 2017
Total Convertible Notes	$ 1,661,080	$ 1,564,080
Debt discount	(29,819)	(78,013)
Convertible notes, net	1,631,261	1,486,057
Various Convertible Notes [Member]
Total Convertible Notes	43,500	43,500
Ylimit, LLCC Convertible Notes [Member]
Total Convertible Notes	1,032,500	882,500
Golock Capital, LLC Convertible Notes [Member]
Total Convertible Notes	339,011	339,011			$ 40,000	$ 191,750
Debt discount				$ 0	$ 40,000	$ 19,652
Other Convertible Notes [Member]
Total Convertible Notes	$ 246,069	$ 299,069	[1]
[1]	Represents the total amount of principal and accrued interest subject to derivative calculations as of March 31, 2020

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 04, 2019	May 09, 2016	May 22, 2019	Apr. 29, 2019	Feb. 02, 2018	Dec. 17, 2015	Aug. 31, 2014	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2017	Dec. 31, 2019	Dec. 31, 2018	Aug. 25, 2017
Common stock shares reserved for future issuance								4,736,115,952
Debt conversion, converted instrument, shares issued								378,872,550		127,152,659
Debt discount					$ 0			$ 1,631,261
Unamortized notes discount								(29,819)	$ (78,013)			$ (78,013)
Debt conversion, converted instrument, amount								48,600
Convertible notes payable								1,661,080			$ 61,000
Loss on extinguishment of debt								72,709
Past due principal								381,749
Repayment of debt								4,400
Increase/decrease in derivative liability								290,862		$ (1,022,840)
Debt conversion, converted instrument, accrued interest and amount								$ 48,600		175,233
Maturity date						Mar. 22, 2016		Aug. 30, 2019
Debt instrument, principal amount								$ 1,661,080	1,564,080			1,564,080
Advances from former officer								720	720			720
Debt instrument, forgivness								14,000
Gain on extinguishment of debt								72,709		$ 198,873
Golock Capital, LLC Convertible Notes [Member]
Debt discount					5,000
Unamortized notes discount					$ 40,000						19,652		$ 0
Convertible notes payable											$ 191,750		$ 302,067
Debt conversion, description					The Company amended the notes above by changing the conversion feature for the aggregate notes to be 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						The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share
Increase/decrease in derivative liability					$ 553,000
Interest rate					10.00%						10.00%
Maturity date					November 2, 2018						Maturity dates between June 1, 2018 and August 31, 2018
Debt instrument, principal amount					$ 40,000			339,011	339,011		$ 191,750	339,011
Warrants issued					250,000						4,804,708
Exercise price					$ 0.015						$ 0.014
Conversion price					$ 0.015
Financing cost					$ 43,250
YLimit, LLC [Member]
Convertible notes payable									882,500			$ 882,500
Borrowing limit increased									175,000
Lender[Member] | Amendment[Member]
Debt conversion, converted instrument, shares issued												540,276,078
Extended maturity date, description				Extend the maturity of the Notes until July 31, 2019
Amendments, description				In return, the Company issued (a) a warrant to purchase 2,966,986 shares of the Company’s common stock for a period of 48 months exercisable at a strike price of $.00475 with a fair value of $5,934, and (b) the conversion price of outstanding notes was changed from $.015 to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion
Debt conversion, converted instrument, accrued interest and amount												$ 388,207
Five Lenders[Member]
Unamortized notes discount									33,667			33,667	$ 179,162
Convertible notes payable									299,069			299,069	426,964
Notes past due									96,069			96,069
Golock [Member] | Amendment[Member]
Convertible notes payable								339,010	339,010			339,010
Extended maturity date				Jul. 31, 2019
Amendments, description				In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion
Debt conversion, converted instrument, accrued interest and amount												$ 53,331
Notes past due								285,679
Debt conversion, converted instrument, shares issued												100,000,000
Debt conversion, converted instrument, accured interest												$ 23,102
Additional Notes [Member]
Convertible notes payable									$ 256,000			256,000	$ 369,250
Debt conversion, description													Notes are convertible into shares of common stock of the Company at discount rates between 38% and 50% 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
Increase/decrease in derivative liability												$ 357,465	$ 559,397
Additional Notes [Member] | Minimum [Member]
Interest rate									10.00%			10.00%	8.00%
Maturity date												Jan. 22, 2020	Aug. 21, 2018
Additional Notes [Member] | Maximum [Member]
Interest rate									12.00%			12.00%	12.00%
Maturity date												Aug. 2, 2020	Jun. 19, 2020
Convertible Notes [Member]
Convertible notes payable								43,500	$ 43,500			$ 43,500	$ 45,000
Debt instrument, forgivness	$ 1,500
Gain on extinguishment of debt	$ 1,500
Due to related parties								$ 28,500	$ 28,500			$ 28,500
Convertible Notes [Member] | Maximum [Member]
Debt conversion, description							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.
Interest rate							10.00%
Convertible Notes [Member] | YLimit, LLC [Member]
Unamortized notes discount											$ 137,358
Convertible notes payable											$ 517,000
Interest rate		10.00%
Maturity date		May 9, 2018
Debt instrument, principal amount		$ 100,000
Note amended to authorized total borrowing														$ 517,000
On April 12, 2018, and again on August 15, 2018 [Member] | Convertible Promissory Note [Member] | YLimit, LLC [Member]
Unamortized notes discount													70,078
Convertible notes payable													707,500
Debt conversion, description								The amendment on April 12, 2018 further modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per-share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share.
Borrowing limit increased								$ 190,500
Current borrowing limit								$ 707,500
Extended maturity date								May 9, 2019
Increase/decrease in derivative liability													135,900
Additional borrowing													$ 190,500
On February 9, 2020 [Member] | Ylimit Amendment Two [Member]
Extended maturity date								Aug. 9, 2020
Proceeds from related party debt								$ 150,000
Advances from former officer								$ 1,032,500
On November 9, 2019 [Member] | Ylimit Amendment One [Member]
Extended maturity date								Feb. 9, 2020

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details)	3 Months Ended
	Mar. 31, 2020USD ($)$ / shares
Stock Price	$ 0.0003
Risk-free interest rate	0.17%
Expected volatility	228.00%
Expected life (in years)	1 year
Expected dividend yield	0.00%
Fair Value | $	$ 1,940,813
Minimum [Member]
Exercise Price	$ 0.0003
Maximum [Member]
Exercise Price	$ 0.035
Issued during 2019 [Member]
Expected dividend yield	0.00%
Fair Value | $	$ 479,987
Issued during 2019 [Member] | Minimum [Member]
Stock Price	$ 0.020
Risk-free interest rate	2.41%
Expected volatility	385.00%
Expected life (in years)	1 year
Exercise Price	$ 0.001
Issued during 2019 [Member] | Maximum [Member]
Stock Price	$ 0.004
Risk-free interest rate	1.85%
Expected volatility	388.00%
Expected life (in years)	1 year 4 months 10 days
Exercise Price	$ 0.035

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative)	3 Months Ended
	Mar. 31, 2020USD ($)
DERIVATIVE LIABILITY
Other expenses	$ 290,862

SHARES TO BE ISSUED (Details Na

SHARES TO BE ISSUED (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Common stock to be issued, shares	5,204,352		5,204,352	3,964,352
Common stock to be issued, value	$ 247,707		$ 247,707	$ 243,839
Common stock shares issued under plan, amount	$ 0	$ 30,857
Convertible Notes [Member]
Common stock shares issued for amending existing convertible notes, shares			1,000,000
Common stock shares issued for amending existing convertible notes, amount			$ 3,500
Consulting agreement [Member]
Common stock shares issued under plan, shares			60,000
Common stock shares issued under plan, amount			$ 184

STOCKHOLDERS DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	Mar. 04, 2019	May 22, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Jul. 02, 2019	Mar. 13, 2019	Dec. 31, 2018
Common stock, shares authorized			2,000,000,000		2,000,000,000	2,000,000,000
Common stock, shares issued			1,149,756,152		770,883,602
Common stock, shares outstanding			1,149,756,152		770,883,602
Shares returned by former officer, shares							4,555,918
Debt conversion, converted instrument, shares issued			378,872,550	127,152,659
Common stock, shares par value			$ 0.0001		$ 0.0001
Debt conversion, converted instrument, amount			$ 48,600	$ 175,233
Gain on extinguishment of debt			72,709	198,873
Debt conversion, converted instrument, interest			$ 0	11,341
Preferred stock, shares authorized			20,000,000		20,000,000	20,000,000
Accrued payroll-officers			$ 131,750		$ 108,000
Preferred stock, shares issued			4,126,776		4,126,776
Preferred stock, shares par value			$ 0.0001		$ 0.0001
Series A Preferred Stock [Member]
Preferred stock, shares authorized			5,000,000			5,000,000
Preferred stock, conversion, description			Each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company
Prefereed stock, voting right, description			The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes
Preferred stock, shares issued		4,126,776	4,126,776		4,126,776
Preferred stock, shares par value			$ 0.0001		$ 0.0001
Former officer [Member]
Gain on extinguishment of debt	$ 9,143
Accrued payroll-officers		$ 0		0		$ 0		$ 40,000
Common stock shares isseud for compensation, shares	11,428,571
Common stock shares isseud for compensation, per share	$ 0.0035
Common stock shares isseud for compensation, amount	$ 40,000
Market value of the shares issued	$ 30,857
Chief Executive Officer [Member]
Accrued payroll-officers				$ 52,700			$ 0
Common stock shares isseud for compensation, shares				15,057,143
Common stock shares isseud for compensation, amount				$ 40,654

COMMITMENT AND CONTINGENCIES (D

COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 27, 2015	Mar. 31, 2020	Dec. 31, 2019
Stout Law Group P.A. [Member]
Loss contingency, damages sought under settlement claim		$ 72,000	$ 72,000
Initial joint venture agreement [Member] | MRI [Member] | September 1, 2018 [Member]
Terms of joint venture		The initial term of the JV was for six (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter
Artist Agreement [Member] | I Break Horses [Member]
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) - Subsequent Event [Member] - Convertible Notes [Member] - One accredited investor [Member]	3 Months Ended
	Mar. 31, 2020USD ($)$ / shares
Proceeds from convertible notes | $	$ 100,000
Interest rate	10.00%
Maturity date	One-year maturity
Conversion price | $ / shares	$ 0.035