Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 10, 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 | Jun. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
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 ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 8,323 | $ 52,096 |
Prepaid expenses | 100,000 | 0 |
Total current assets | 108,323 | 52,096 |
Total assets | 108,323 | 52,096 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,090,696 | 976,895 |
Shares to be issued | 247,707 | 247,707 |
Accrued payroll-officer | 159,250 | 109,250 |
Advances from former officer | 720 | 720 |
Notes payable | 34,000 | 34,000 |
Deferred revenue | 74,225 | 0 |
Convertible notes payable, net | 1,787,444 | 1,486,067 |
Purchase liability | 300,000 | 300,000 |
Derivative liability | 816,447 | 922,509 |
Total current liabilities | 4,510,489 | 4,077,148 |
Total liabilities | 4,510,489 | 4,077,148 |
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 | (12,700,321) | (12,201,899) |
Total stockholders' deficit | (4,402,166) | (4,025,052) |
Total Liabilities and Stockholders' Deficit | $ 108,323 | $ 52,096 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' Deficit | ||
Preferred stock, shares 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, shares 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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenues -related party | $ 6,127 | $ 64,544 | $ 18,186 | $ 88,100 |
Direct costs of revenue | 0 | 39,530 | 8,509 | 97,968 |
Gross margin (loss) | 6,127 | 25,014 | 9,677 | (9,868) |
Operating expenses: | ||||
Research and development | 0 | 3,746 | 0 | 5,827 |
General and administrative | 193,843 | 706,503 | 370,031 | 832,071 |
Total costs and expenses | 193,843 | 710,249 | 370,031 | 837,898 |
Operating loss | (187,716) | (685,235) | (360,354) | (847,766) |
Other income (expense), net | ||||
Change in fair value of derivative liability | 396,924 | (645,834) | 106,062 | 377,006 |
Loss on the extinguishment of debt | 0 | (204,002) | (72,709) | (387,375) |
Gain on settlement of obligations | 0 | 12,046 | 0 | 9,143 |
Financing costs | (68,073) | (151,002) | (171,421) | (451,493) |
Other income (expense) net | 328,852 | (988,792) | (138,068) | (452,719) |
Net income (loss) | $ 141,135 | $ (1,674,028) | $ (498,422) | $ (1,300,485) |
Net loss per common share - basic and diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 1,149,756,152 | 322,251,427 | 1,089,508,907 | 245,570,640 |
(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 | $ (456) | 456 | |||
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 | $ 1,143 | 29,714 | ||
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 | $ 1,506 | 39,149 | ||
Gain on extinguishment of accrued payroll to officers recorded as contributed capital | 12,046 | 12,046 | |||
Shares issued on conversion of notes payable, shares | 127,152,659 | ||||
Shares issued on conversion of notes payable, amount | 400,947 | $ 12,715 | 388,232 | ||
Net income (loss) | 373,543 | 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, 2018 | 105,635,816 | ||||
Balance, amount at Dec. 31, 2018 | (4,298,168) | $ 0 | $ 10,563 | 6,493,070 | (10,801,801) |
Net income (loss) | (1,300,485) | ||||
Balance, shares at Jun. 30, 2019 | 4,127,776 | 383,570,162 | |||
Balance, amount at Jun. 30, 2019 | (4,192,034) | $ 413 | $ 38,356 | 7,871,483 | (12,102,286) |
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) |
Shares issued on conversion of notes payable, shares | 128,851,891 | ||||
Shares issued on conversion of notes payable, amount | 295,453 | $ 12,885 | 282,568 | ||
Net income (loss) | (1,674,028) | (1,674,028) | |||
Issuance of Series A Preferred Stock, shares | 4,127,776 | ||||
Issuance of Series A Preferred Stock, amount | 590,129 | $ 413 | 589,716 | ||
Issuance of warrants for financing costs | 36,533 | 36,533 | |||
Balance, shares at Jun. 30, 2019 | 4,127,776 | 383,570,162 | |||
Balance, amount at Jun. 30, 2019 | (4,192,034) | $ 413 | $ 38,356 | 7,871,483 | (12,102,286) |
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 | $ 37,887 | 83,421 | ||
Net income (loss) | (639,557) | (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) |
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) |
Net income (loss) | (498,422) | ||||
Balance, shares at Jun. 30, 2020 | 4,126,776 | 1,149,756,152 | |||
Balance, amount at Jun. 30, 2020 | (4,402,166) | $ 413 | $ 114,975 | 8,182,767 | (12,700,321) |
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) |
Net income (loss) | 141,135 | 141,135 | |||
Balance, shares at Jun. 30, 2020 | 4,126,776 | 1,149,756,152 | |||
Balance, amount at Jun. 30, 2020 | $ (4,402,166) | $ 413 | $ 114,975 | $ 8,182,767 | $ (12,700,321) |
(UNAUDITED) CONDENSED CONSOLI_3
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (498,422) | $ (1,300,485) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Change in the fair value of derivatives | (106,062) | (377,006) |
Derivative value considered financing costs | 48,599 | 69,759 |
Gain on the settlement of vendor obligations | 0 | (9,143) |
Loss on the extinguishment of debt | 72,709 | 387,375 |
Amortization of debt discount | 69,669 | 253,035 |
Amortization of intangible assets | 0 | 50,516 |
Warrants issued for financing costs | 0 | 36,533 |
Financing cost for the extension of the maturity date of convertible note | 0 | 30,428 |
Stock-based compensation | 0 | 590,129 |
Shares issued for financing costs | 0 | 3,500 |
Shares issued for services | 0 | 184 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (100,000) | 667 |
Accounts payable and accrued interest | 72,551 | 42,772 |
Shares to be issued | 0 | 0 |
Deferred revenue | 74,225 | 0 |
Accrued payroll officers | 91,250 | 30,000 |
Net cash (used in) operating activities | (275,481) | (191,736) |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable | 0 | 25,000 |
Payoff of convertible note | (53,000) | 0 |
Proceeds from the issuance of convertible notes | 284,708 | 173,000 |
Net cash provided by investing activities | 231,708 | 198,000 |
Net Increase (Decrease) In Cash | (43,773) | 6,264 |
Cash At The Beginning Of The Period | 52,096 | 18,191 |
Cash At The End Of The Period | 8,323 | 24,455 |
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 | 696,400 |
Common shares issued in settlement of accounts payable and accrued expenses | 0 | 30,587 |
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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 which, 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 six months ended June 30, 2020, the Company incurred an operating loss of $498,422, used cash in operations of $275,481 and had a stockholders’ deficit of $4,402,166. 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 June 30, 2020, the Company had cash on hand of $8,323. Subsequent to June 30, 2020, we raised $40,000 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 six 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 $816,447 and $922,509 on June 30, 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 June 30, 2020, because their impact was anti-dilutive. As of June 30, 2020, the Company had 23,805,027 outstanding warrants and 4,618,024,788 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 six 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 $18,186 and $88,100 and direct cost of revenues of $8,509 and $97968 during the six months ended June 30, 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 $159,250 and $109,250 respectively, as of June 30, 2020, and December 31, 2019, respectively. During the six months ended June 30, 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 six months ended June 30, 2019. The Chief Executive Officers’ compensation is $170,000 per year, and, as of June 30, 2020, and December 31, 2019, the amounts due to Mr. Bair were 88,000 and $68,000, 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 six months ended June 30, 2020, and June 30, 2019. As of June 30, 2020, and December 31, 2019, the amounts due to Mr. Mann were $71,250 and $41,250, 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 June 30, 2020, and December 31, 2019. |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2020, the Company recorded $7,815 accrued interest expense on these two Notes. The balance of the Notes Payable outstanding was $34,000 and $34,000 as of June 30, 2020, and December 31, 2019, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE | Convertible notes payable consist of the following: June 30, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes(b) 1,167,208 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 246,069 299,069 Total Convertible Notes 1,795,788 1,564,080 Debt discount (8,344 ) (78,013 ) Convertible notes, net $ 1,787,444 $ 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 June 30, 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 six 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. On July 16, 2020, the maturity date of all Ylimit Notes was extended to February 9, 2021. During the six months ended June 30, 2020, Ylimit provided another $284,708 in funding to the Company bringing their balance to $1,167,208 as of June 30, 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 six 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 June 30, 2020, and December 31, 2019, respectively, was $339,010. As of June 30, 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 six months ended June 30, 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 six months ended June. Summary On June 30, 2020, the aggregate balance of the fair value of all convertible notes outstanding was 1,795,788 and the related debt discount was $8,344, or a net balance of $1,787,444 Of this amount, $381,749 in principal was past due. As of June 30, 2020, the above notes are convertible into 4,618,024,788 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2020, and December 31, 2019, the derivative liabilities were valued using a probability-weighted average Black-Scholes-Merton pricing model with the following assumptions: June 30, 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 248.7 % 385%-388 % Expected life (in years) 1.00 1.00–1.36 Expected dividend yield 0 % 0 % Fair Value: $ 491,217 (a) $ 479,987 ________ (a) Represents the total amount of principal and accrued interest subject to derivative calculations as of June 30, 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 six months ended June 30, 2020, the Company recognized a net gain of $106,062 as other income, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2020 During the six months ended June 30, 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 June 30, 2019 During the six months ended June 30, 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 six months ended June 30, 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. 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | |
Note 10 - SUBSEQUENT EVENTS | During the period subsequent to June 30, 2020, the Company received $40,000 in proceeds from the issuance of three, seven month maturity, unsecured 10% convertible notes to one accredited investor. These notes are convertible into common stock at a current conversion rate of $0.001. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 six 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 $816,447 and $922,509 on June 30, 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 June 30, 2020, because their impact was anti-dilutive. As of June 30, 2020, the Company had 23,805,027 outstanding warrants and 4,618,024,788 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 June 30, 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. |
SIGNIFICANT AND CRITICAL ACCO_3
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | |
Schedule of 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 % |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
CONVERTIBLE NOTES PAYABLE (Tables) | |
Schedule of Convertible notes payable | June 30, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes(b) 1,167,208 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 246,069 299,069 Total Convertible Notes 1,795,788 1,564,080 Debt discount (8,344 ) (78,013 ) Convertible notes, net $ 1,787,444 $ 1,486,057 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
DERIVATIVE LIABILITY | |
Schedule of derivative liabilities fair value | June 30, 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 248.7 % 385%-388 % Expected life (in years) 1.00 1.00–1.36 Expected dividend yield 0 % 0 % Fair Value: $ 491,217 (a) $ 479,987 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) | $ 141,135 | $ (639,557) | $ (1,674,028) | $ 373,543 | $ (498,422) | $ (1,300,485) | ||
Net cash used in operating activities | (275,481) | (191,736) | ||||||
Stockholders' Deficit | (4,402,166) | $ (4,543,301) | (4,192,034) | $ (3,440,121) | (4,402,166) | (4,192,034) | $ (4,025,052) | $ (4,298,168) |
Cash | $ 8,323 | $ 24,455 | $ 8,323 | $ 24,455 | $ 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 | $ 40,000 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 6 Months Ended |
Jun. 30, 2019 | |
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_5
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair value of derivative liabilities | $ 816,447 | $ 922,509 |
Intangible assets, net | 0 | 0 |
Impaired value of intengible assets | $ 0 | $ 132,397 |
Warrant [Member] | ||
Potentially dilutive securities, outstanding | 23,805,027 | |
Three Convertible Notes [Member] | ||
Potentially dilutive securities, outstanding | 4,618,024,788 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 15, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Advances from employees | $ 14,720 | |||||
Accrued payroll-officers | $ 159,250 | $ 159,250 | 109,250 | |||
Revenues - related party | 6,127 | $ 64,544 | 18,186 | $ 88,100 | ||
Direct costs of revenue | 0 | 39,530 | 8,509 | 97,968 | ||
Remaining balance of Related party | 720 | 720 | 720 | |||
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 | 71,250 | 71,250 | 41,250 | |||
Advisory agreement, description | 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. | |||||
Compensation to related patry | 15,000 | 15,000 | ||||
Mr. Bair [Member] | ||||||
Due to related party | 88,000 | $ 88,000 | $ 68,000 | |||
DiscLive Network [Member] | ||||||
Licensing fees as a percentage of sales | 5.00% | |||||
Chief Executive Officer [Member] | ||||||
Accrued payroll-officers | $ 52,700 | $ 52,700 | ||||
Cash compensation | $ 170,000 | $ 170,000 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Dec. 17, 2015 | Jun. 30, 2019 | Jun. 30, 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 | $ 7,815 | ||||
Accrue interest on note, description | 1,250 per month | ||||
Interest rate | 7.00% | ||||
Note payable | $ 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 ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 02, 2018 | Dec. 31, 2017 |
Total Convertible Notes | $ 1,795,788 | $ 1,564,080 | |||
Debt discount | (8,344) | (78,013) | |||
Convertible notes, net | 1,787,444 | 1,486,057 | |||
Various Convertible Notes [Member] | |||||
Total Convertible Notes | 43,500 | 43,500 | |||
Ylimit, LLCC Convertible Notes [Member] | |||||
Total Convertible Notes | 1,167,208 | 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 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 04, 2019 | May 09, 2016 | Apr. 29, 2019 | Feb. 02, 2018 | Dec. 17, 2015 | Aug. 31, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2017 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 25, 2017 |
Common stock shares reserved for future issuance | 4,618,024,788 | 4,618,024,788 | |||||||||||||
Debt conversion, converted instrument, shares issued | 378,872,550 | 127,152,659 | |||||||||||||
Unamortized notes discount | $ (8,344) | $ (8,344) | $ (78,013) | $ (78,013) | |||||||||||
Convertible note payable, net | 1,787,444 | 1,787,444 | 1,486,057 | 1,486,057 | |||||||||||
Convertible notes payable | $ 61,000 | ||||||||||||||
Past due principal | 381,749 | 381,749 | |||||||||||||
Repayment of debt | 4,400 | ||||||||||||||
Debt conversion, converted instrument, accrued interest and amount | 48,600 | $ 175,233 | |||||||||||||
Debt instrument, principal amount | 1,795,788 | 1,795,788 | 1,564,080 | 1,564,080 | |||||||||||
Gain on extinguishment of debt | 0 | $ (204,002) | (72,709) | (387,375) | |||||||||||
Increase/decrease in derivative liability | (106,062) | $ (377,006) | |||||||||||||
Maturity date | Mar. 22, 2016 | Aug. 30, 2019 | |||||||||||||
Debt instrument, forgivness | 14,000 | ||||||||||||||
Three Convertible Notes [Member] | |||||||||||||||
Convertible notes payable | 43,500 | 43,500 | 43,500 | 43,500 | $ 45,000 | ||||||||||
Gain on extinguishment of debt | $ 1,500 | ||||||||||||||
Debt instrument, forgivness | $ 1,500 | ||||||||||||||
Due to related parties | 28,500 | 28,500 | 28,500 | 28,500 | |||||||||||
Three 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% | ||||||||||||||
Additional Notes [Member] | |||||||||||||||
Convertible notes payable | $ 256,000 | $ 256,000 | $ 369,250 | ||||||||||||
Debt conversion, description | 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. | 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] | Maximum [Member] | |||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | ||||||||||||
Maturity date | Aug. 2, 2020 | Jun. 19, 2020 | |||||||||||||
Additional Notes [Member] | Minimum [Member] | |||||||||||||||
Interest rate | 10.00% | 10.00% | 8.00% | ||||||||||||
Maturity date | Jan. 22, 2020 | Aug. 21, 2018 | |||||||||||||
Golock Capital, LLC Convertible Notes [Member] | |||||||||||||||
Unamortized notes discount | $ 40,000 | 19,652 | $ 0 | ||||||||||||
Convertible notes payable | 191,750 | 302,067 | |||||||||||||
Debt instrument, principal amount | 40,000 | 339,011 | $ 191,750 | 339,011 | $ 339,011 | $ 339,011 | |||||||||
Debt discount | $ 5,000 | ||||||||||||||
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 share. As additional consideration for the Lender to enter into these agreementCowarraLender | |||||||||||||
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 | |||||||||||||
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 | 1,167,208 | 1,167,208 | 882,500 | 882,500 | |||||||||||
Borrowing limit increased | $ 284,708 | 175,000 | |||||||||||||
YLimit, LLC [Member] | Three Convertible Notes [Member] | |||||||||||||||
Unamortized notes discount | $ 137,358 | ||||||||||||||
Convertible notes payable | $ 517,000 | ||||||||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||||||||
Interest rate | 10.00% | ||||||||||||||
Maturity date | May 9, 2018 | ||||||||||||||
Note amended to authorized total borrowing | $ 517,000 | ||||||||||||||
YLimit, LLC [Member] | On April 12, 2018, and again on August 15, 2018 [Member] | Convertible Promissory Note [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. | ||||||||||||||
Increase/decrease in derivative liability | 135,900 | ||||||||||||||
Borrowing limit increased | $ 190,500 | ||||||||||||||
Current borrowing limit | 707,500 | $ 707,500 | |||||||||||||
Extended maturity date | May 9, 2019 | ||||||||||||||
Additional borrowing | 190,500 | ||||||||||||||
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 | |||||||||||||
Amendment[Member] | Lender[Member] | |||||||||||||||
Debt conversion, converted instrument, shares issued | 540,276,078 | ||||||||||||||
Debt conversion, converted instrument, accrued interest and amount | $ 388,207 | ||||||||||||||
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 | ||||||||||||||
Amendment[Member] | Golock [Member] | |||||||||||||||
Convertible notes payable | 339,010 | $ 339,010 | $ 339,010 | 339,010 | |||||||||||
Debt conversion, converted instrument, accrued interest and amount | $ 53,331 | ||||||||||||||
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 | ||||||||||||||
Extended maturity date | Jul. 31, 2019 | ||||||||||||||
Notes past due | $ 285,679 | $ 285,679 | |||||||||||||
Debt conversion, converted instrument, shares issued | 100,000,000 | ||||||||||||||
Debt conversion, converted instrument, accured interest | $ 23,102 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / shares | |
Stock Price | $ 0.0003 |
Risk-free interest rate | 0.17% |
Expected volatility | 248.70% |
Expected life (in years) | 1 year |
Expected dividend yield | 0.00% |
Fair Value | $ | $ 491,217 |
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) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
DERIVATIVE LIABILITY | ||||
Change in fair value of derivative liability | $ 396,924 | $ (645,834) | $ 106,062 | $ 377,006 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock to be issued, shares | 5,204,352 | 3,964,352 | ||
Common stock to be issued, value | $ 247,707 | $ 243,839 | ||
Common stock shares issued under plan, amount | $ 0 | $ 30,587 | ||
Three 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 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jul. 02, 2019 | May 22, 2019 | Mar. 13, 2019 | Dec. 31, 2018 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||
Common stock, shares issued | 1,149,756,152 | 1,149,756,152 | 770,883,602 | |||||||
Common stock, shares outstanding | 1,149,756,152 | 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 | $ 0.0001 | |||||||
Debt conversion, converted instrument, amount | $ 48,600 | $ 175,233 | ||||||||
Debt conversion, converted instrument, interest | 11,341 | |||||||||
Gain on extinguishment of debt | $ 0 | $ (204,002) | (72,709) | (387,375) | ||||||
Accrued payroll-officers | $ 159,250 | $ 159,250 | $ 109,250 | |||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred stock, shares issued | 4,126,776 | 4,126,776 | 4,126,776 | |||||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Chief Executive Officer [Member] | ||||||||||
Accrued payroll-officers | $ 52,700 | $ 52,700 | ||||||||
Common stock shares isseud for compensation, shares | 15,057,143 | |||||||||
Common stock shares isseud for compensation, amount | $ 40,654 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 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 | 4,126,776 | ||||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Former officer [Member] | ||||||||||
Gain on extinguishment of debt | $ 9,143 | |||||||||
Accrued payroll-officers | $ 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 | |||||||||
Extinguishment of Debt [Member] | ||||||||||
Gain on extinguishment of debt | $ (72,709) | $ (198,873) |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 27, 2015 | Jun. 30, 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] - Three Convertible Notes [Member] - One accredited investor [Member] | 6 Months Ended |
Jun. 30, 2020USD ($)$ / shares | |
Proceeds from convertible notes | $ | $ 40,000 |
Interest rate | 10.00% |
Maturity date | Seven month maturity |
Conversion price | $ / shares | $ 0.001 |