Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
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, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 1,351,077,530 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-53462 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0543851 | |
Entity Address Address Line 1 | 104 West 29th Street | |
Entity Address Address Line 2 | 11th Floor | |
Entity Address City Or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address Postal Zip Code | 10001 | |
City Area Code | 833 | |
Local Phone Number | 937-5493 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 4,008 | $ 4,458 |
Prepaid expenses | 100,000 | 100,000 |
Total current assets | 104,008 | 104,458 |
Total assets | 104,008 | 104,458 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,219,894 | 2,372,072 |
Shares to be issued | 247,707 | 247,707 |
Accrued payroll-officers | 238,250 | 209,750 |
Advances from former officer | 720 | 720 |
Notes payable | 34,000 | 34,000 |
Deferred revenue | 74,225 | 74,225 |
Convertible notes payable, net | 1,128,242 | 1,956,922 |
Purchase liability | 300,000 | 300,000 |
Derivative liability | 0 | 3,156,582 |
Total current liabilities | 3,243,038 | 8,351,979 |
Total liabilities | 3,243,038 | 8,351,979 |
Stockholders' Deficit | ||
Preferred stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 issued and outstanding as of June 30, 2021, and December 31, 2020 | 425 | 413 |
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,286,690,336 and 1,211,495,162 shares issued and outstanding, as of June 30, 2021, and December 31, 2020, respectively | 128,669 | 121,149 |
Additional paid-in capital | 9,772,348 | 8,386,593 |
Accumulated deficit | (13,040,472) | (16,755,676) |
Total stockholders' deficit | (3,139,030) | (8,247,521) |
Total Liabilities and Stockholders' Deficit | $ 104,008 | $ 104,458 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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 | 4,250,579 | 4,250,579 |
Preferred stock, shares outstanding | 4,250,579 | 4,250,579 |
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 | 1,286,690,336 | 1,211,495,162 |
Common stock, shares outstanding | 1,286,690,336 | 1,211,495,162 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenues - related party | $ 4,320 | $ 6,127 | $ 6,581 | $ 18,186 |
Direct costs of revenue | 66 | 0 | 66 | 8,509 |
Gross margin (loss) | 4,254 | 6,127 | 6,515 | 9,677 |
Operating expenses: | ||||
General and administrative | 160,885 | 193,843 | 334,913 | 370,031 |
Total costs and expenses | 160,885 | 193,843 | 334,913 | 370,031 |
Operating loss | (156,631) | (187,716) | (328,398) | (360,354) |
Other income (expense), net | ||||
Change in fair value of derivative liability | 812,349 | 396,924 | 3,156,582 | 106,062 |
Other income | 1,172,782 | 0 | 1,172,782 | 0 |
Loss on the extinguishment of debt | (80,227) | 0 | (80,227) | (72,709) |
Financing costs | (24,169) | (68,073) | (205,535) | (171,421) |
Other income (expense), net | 1,880,735 | 328,851 | 4,043,602 | (138,068) |
Net income (loss) | $ 1,724,104 | $ 141,135 | $ 3,715,204 | $ (498,422) |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||||
Basic and diluted | 1,243,610,132 | 1,149,756,152 | 1,227,641,362 | 1,089,508,097 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Deficit |
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 (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 (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 (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) |
Balance, shares at Dec. 31, 2020 | 4,126,776 | 1,211,495,162 | |||
Balance, amount at Dec. 31, 2020 | (8,247,521) | $ 413 | $ 121,149 | 8,386,593 | (16,755,676) |
Net (loss) | 1,991,101 | 1,991,101 | |||
Beneficial conversion feature of convertible notes | 111,765 | 111,765 | |||
Balance, shares at Mar. 31, 2021 | 4,126,776 | 1,211,495,162 | |||
Balance, amount at Mar. 31, 2021 | (6,144,656) | $ 413 | $ 121,149 | 8,498,358 | (14,764,575) |
Balance, shares at Dec. 31, 2020 | 4,126,776 | 1,211,495,162 | |||
Balance, amount at Dec. 31, 2020 | (8,247,521) | $ 413 | $ 121,149 | 8,386,593 | (16,755,676) |
Net (loss) | 3,715,204 | ||||
Balance, shares at Jun. 30, 2021 | 4,250,579 | 1,286,690,336 | |||
Balance, amount at Jun. 30, 2021 | (3,139,030) | $ 425 | $ 128,669 | 9,772,348 | (13,040,472) |
Balance, shares at Mar. 31, 2021 | 4,126,776 | 1,211,495,162 | |||
Balance, amount at Mar. 31, 2021 | (6,144,656) | $ 413 | $ 121,149 | 8,498,358 | (14,764,575) |
Net (loss) | 1,724,104 | 1,724,104 | |||
Shares issued upon conversion of convertible notes payable, shares | 123,803 | 75,195,174 | |||
Shares issued upon conversion of convertible notes payable, amount | 1,281,523 | $ 12 | $ 7,520 | 1,273,991 | |
Balance, shares at Jun. 30, 2021 | 4,250,579 | 1,286,690,336 | |||
Balance, amount at Jun. 30, 2021 | $ (3,139,030) | $ 425 | $ 128,669 | $ 9,772,348 | $ (13,040,472) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 3,715,204 | $ (498,422) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Change in the fair value of derivatives | (3,156,582) | (106,062) |
Derivative value considered financing costs | 0 | 48,599 |
Loss on the extinguishment of debt | 80,227 | 72,709 |
Amortization of debt discount | 111,765 | 69,669 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (100,000) | |
Accounts payable and accrued interest | (1,113,564) | 72,551 |
Deferred revenue | 0 | 74,225 |
Accrued payroll officers | 28,500 | 91,250 |
Net cash used in operating activities | (334,450) | (275,481) |
Cash Flows From Investing Activities: | 0 | 0 |
Cash Flows From Financing Activities: | ||
Payoff of convertible note | 0 | (53,000) |
Proceeds from the issuance of convertible notes | 334,000 | 284,708 |
Net cash provided by investing activities | 334,000 | 231,708 |
Net Decrease In Cash | (450) | (43,773) |
Cash At The Beginning Of The Period | 4,458 | 52,096 |
Cash At The End Of The Period | 4,008 | 8,323 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash information: | ||
Common shares issued upon conversion of notes payable and accrued interest | $ 1,281,523 | $ 121,308 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION History and Organization VNUE, Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE” or the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2006. On May 29, 2015, VNUE, Inc., known as Tierra Grande Resources, Inc. at the time, entered into a merger agreement with VNUE, Inc., a Washington corporation (VNUE Washington), and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of VNUE, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, VNUE Washington merged with and into Merger Sub, with Merger Sub continuing as the surviving entity that succeeded to all of the assets, liabilities and operations of VNUE Washington (the “Merger”). In connection with the Merger, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of VNUE, Inc. common stock. 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. The Company is developing technology driven solutions for Artists, Venues and Festivals to automate the capturing, publishing, and monetization of their content, as well as protection of their rights. Going Concern The accompanying 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 consolidated financial statements, during the six months ended June 30, 2021, the Company used cash in operations of $334,450, and as of June 30, 2021, had a stockholders’ deficit of $3,139,030 and negative working capital of $3,139,030. 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. On June 30, 2021, the Company had cash on hand of $4,008. 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. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. 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. On June 22, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”), a Nevada limited liability company, pursuant to which the Company will have the right in its sole discretion for a period of one year from the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transaction is considered an Equity Line of Credit (“ELOC”) In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. As result management estimates that the current funds on hand will be sufficient to continue operations through the next 12 months. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto at December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on April 8, 2021 with the SEC. |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | |
NOTE 2 - 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 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 % Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts The Company recognizes revenue on the sale CDs and USB drives 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 our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased. Use of Estimates The preparation of the 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. NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (continued) Fair Value of Financial Instruments (continued) 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 carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The fair value of the derivative liabilities of $-0- and $3,156,582 on June 30, 2021, and December 31, 2020, 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 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, 2021, because their impact was anti-dilutive. As of June 30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 932,594,639 shares of common stock related to convertible notes payables, which were excluded from the computation of net loss per share. Recently Issued Accounting Pronouncements On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact on the Company’s financial statements since all Company leases are month to month, or short-term rentals. |
PREPAID EXPENSE
PREPAID EXPENSE | 6 Months Ended |
Jun. 30, 2021 | |
PREPAID EXPENSE | |
NOTE 3 - PREPAID EXPENSE | NOTE 3 – PREPAID EXPENSE On Jan 9, 2020, the Company entered into an agreement with recording and performance artist, Matchbox Twenty, to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to Matchbox Twenty and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. We have recorded this amount as a prepaid expense on our consolidated balance sheets as of June 30, 2021 and December 31, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS DiscLive Network On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer, Mr. Bair. On March 19, 2021, the Licensing Agreement was extended until March 2022, and will automatically extend unless either party notifies the other of cancellation. Revenues of $4,320 and $6,581 during the three and six months ended June 30, 2021, and $6,127 and $18,186 during the three and six months ended June 30, 2020, respectively, were recorded using the assets licensed under this agreement. For the six months ended June 30, 2021 and 2020, the fees amounted to $216 and $329 respectively. Our Chief Executive Officer agreed to waive the right to receive these license fees for both years. Accrued Payroll to Officers Accrued payroll to officers was $238,250 and $209,750 respectively, as of June 30, 2021, and December 31, 2020, respectively. The Chief Executive Officer’s compensation is $170,000 per year. Advances from Officers/Stockholders From time to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. 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 recorded on the consolidated balance sheet on June 30, 2021. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability. The following table sets forth the components of the Company’s accrued liabilities on June 30, 2021 and December 31, 2020. 6/30/21 12/31/20 Accounts payable and accrued expense $ 567,680 587,230 Accrued interest 506,955 466,801 Accrued interest and penalties Golock (a) — 1,172,782 Soundstr Obligation 145,259 145,259 Total accounts payable and accrued liabilities $ 1,219,894 2,372,072 (a) See Note 9 related to the reversal of interest and penalties for Golock. |
PURCHASE LIABILITY
PURCHASE LIABILITY | 6 Months Ended |
Jun. 30, 2021 | |
PURCHASE LIABILITY | |
NOTE 6 - PURCHASE LIABILITY | NOTE 6 – PURCHASE LIABILITY On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic. The purchase price for the acquisition was comprised of $50,000 paid in cash, and a purchase liability of $300,000, for an aggregate purchase price of $350,000. The Company assigned $350,000 of the purchase price to intellectual property, of which $116,668 was amortized in 2018. As of December 31, 2018, the Company recorded an impairment charge of the remaining balance of $204,165. The purchase liability is payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign, and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration. The Company has had no correspondence regarding this liability with Pledge Music who declared bankruptcy in 2019. |
SHARES TO BE ISSUED
SHARES TO BE ISSUED | 6 Months Ended |
Jun. 30, 2021 | |
SHARES TO BE ISSUED | |
NOTE 7 - 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 for past services provided and for an acquisition. During the year ended December 31, 2019, the Company became obligated to issue an additional 240,000 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, 2021, and December 31, 2020 the Company had not yet issued 5,204,352 shares of common stock with a value of $247,707. |
NOTES PAYABLE -PAST DUE
NOTES PAYABLE -PAST DUE | 6 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE -PAST DUE | |
NOTE 8 - NOTES PAYABLE -PAST DUE | NOTE 8 – NOTES PAYABLE -PAST DUE On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note was 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 is due and payable on August 30, 2019, along with $5,000 worth of interest. The Promissory Note is past due, however, the maker of the Note has verbally agreed not to call a default. As of June 30, 2021, the accrued interest expense on these two Notes amounted to $30,338. The principal balance of the Notes Payable outstanding was $34,000 and $34,000 as of June 30, 2021, and December 31, 2020, respectively and are past due. |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | |
NOTE 9 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES Convertible notes payable consists of the following: June 30, December 31, 2021 2020 Various Convertible Notes (a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes (b) 492,528 1,336,208 Golock Capital, LLC Convertible Notes (c) 339,010 339,011 GSH Note (d) 165,000 - Other Convertible Notes (e) 88,204 238,203 Convertible notes $ 1,128,242 $ 1,956,922 NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES (continued) During the three months ended June 30, 2021 the Company converted major portions of its convertible debt to equity. The Company converted $1,162,800 in principal and $38,616 in accrued interest into 75,195,174 shares of common stock and incurred a loss of $80,227 upon conversion. (a) In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The balance of the notes outstanding was $43,500 as of June 30, 2021 and December 31, 2020 of which $28,500 was due to related parties. As of June 30, 2021 these notes are convertible into 718,945 shares of common stock. (b) 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 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 January 5, 2021 the Company entered into Amendment Three to extend the maturity of all notes until February 9, 2022. Ylimit received no consideration for Amendment Three. During the six months ended June 30, 2021, Ylimit invested another $119,000 on terms comparable to recent fundings. As of June 30, 2021 based on a fixed conversion price of $0.001, Ylimit’s notes are convertible into 844,844,575 shares of common stock (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 at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share 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 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 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 December 31, 2019, was $339,010. As of December 31, 2019, $285,679 of these notes were past due. As of June 30, 2021 all of the Golock notes amounting to $339,011 were past due. As a result Golock has assessed the Company additional penalties and interest of $1,172,782. The Company disagrees with the accrued interest and penalties due to Golock. Initially the Company recorded this amount as a liability on its balance during the period ended March 31, 2021. Subsequent during the three month period ended June 30, 2021 the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached. (d) During the six months ended June 30, 2021, GHS Investments funded an 8%, $165,000 convertible promissory note maturing on November 16, 2021. The conversion price on the Note is fixed at.0171. The Company recorded a beneficial conversion feature of $106,765 upon the issuance of the Note and was immediately expensed in full. (e) 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. As of June 30, 2021, $73,204 of these notes due to one lender are past due. This lender is associated with Golock and the Company is disputing the validity of this note. These notes are convertible into 16,981,339 shares of the Company’s common stock. Summary 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. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2021 | |
DERIVATIVE LIABILITY | |
NOTE 10 - DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described in Note 6 were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of June 30, 2021, and December 31, 2020, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions: 6/30/21 12/31/20 Exercise Price $ 0.00595-0.007140 $ 0.00015–0.00018 Stock Price .0121 $ 0.0003 Risk-free interest rate .06 % .06 % Expected volatility 204.20 236 % Expected life (in years) 1.00 1.00 Expected dividend yield 0 % 0 % Fair Value: $ 0 $ 3,156,582 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. As of June 30, 2021 and supported by a legal opinion which challenged the original transactions as void and advised the Company not to process any conversion notices from Golock , the Company stopped recording the derivative liability on the Golock convertible notes. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
NOTE 11 - STOCKHOLDERS' DEFICIT | NOTE 11 – STOCKHOLDERS’ DEFICIT 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. Common stock The Company has authorized 2,000,000,000 shares of $0.0001 par value common stock. As of June 30, 2021, and December 31, 2020 there were 1,286,690,336 and 1,211,495,162 shares of common stock issued and outstanding, respectively. Preferred Stock Series A As of June 30, 2021, and December 31, 2020, the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,250,579 and 4,126,776 shares of Series A Preferred Stock issued and outstanding, respectively. On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock. NOTE 11 – STOCKHOLDERS’ DEFICIT (continued) Preferred Stock Series A (continued) 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 have no liquidation or redemption preference rights but get treated as common stockholders on an as converted basis. 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. Warrants No warrants were issued during the three ended June 30, 2021. A summary of warrants is as follows: Number Weighted of Average Warrants Exercise Balance outstanding, December 31, 2018 8,004,708 0.014 Warrants granted 15,800,319 .00475 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2019 23,805,027 0.079 Warrants granted - - Warrants exercised - - Balance outstanding, December 31, 2020 23,805,027 0.079 Warrants expired or forfeited (8,004,708 ) - Balance outstanding and exercisable, June 30, 2021 15,800,319 $ 0.0079 Information relating to outstanding warrants on June 30, 2021, summarized by exercise price, is as follows: Outstanding and Exercisable Weighted Exercise Price Per Average Share Shares Life (Years) Exercise Price $ 0.004750 15,800,319 2.33 $ 0.00475 The weighted-average remaining contractual life of all warrants outstanding and exercisable on June 30, 2021 is 2.33 years. The outstanding and exercisable warrants outstanding on June 30, 2021, had no intrinsic value. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENT AND CONTINGENCIES | |
NOTE 12 - COMMITMENT AND CONTINGENCIES | NOTE 12 – COMMITMENT AND CONTINGENCIES Joint Venture Agreement – Music Reports, Inc. On September 1, 2018, the Company entered into an initial joint venture (“JV”) agreement with Music Reports, Inc., (“MRI”). Music Reports (musicreports.com) will initially partner with VNUE to provide Performing Rights Organization (PRO) data to VNUE’s Soundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrate automated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of June 30, 2021, no net revenue was generated from the JV. Litigation None 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, 2021, the Company had not earned any revenue under this agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 13 - SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | |
Basis of Consolidation | The Company consolidates all wholly-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 % |
Revenue Recognition | The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts The Company recognizes revenue on the sale CDs and USB drives 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 our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased. |
Use of Estimates | The preparation of the 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 carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The fair value of the derivative liabilities of $-0- and $3,156,582 on June 30, 2021, and December 31, 2020, 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 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, 2021, because their impact was anti-dilutive. As of June 30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 932,594,639 shares of common stock related to convertible notes payables, which were excluded from the computation of net loss per share. |
Recently Issued Accounting Pronouncements | On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact on the Company’s financial statements since all Company leases are month to month, or short-term rentals. |
SIGNIFICANT AND CRITICAL ACCO_3
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | |
Schedule of accrued liabilities | 6/30/21 12/31/20 Accounts payable and accrued expense $ 567,680 587,230 Accrued interest 506,955 466,801 Accrued interest and penalties Golock (a) — 1,172,782 Soundstr Obligation 145,259 145,259 Total accounts payable and accrued liabilities $ 1,219,894 2,372,072 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | |
Schedule of Convertible notes payable | June 30, December 31, 2021 2020 Various Convertible Notes (a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes (b) 492,528 1,336,208 Golock Capital, LLC Convertible Notes (c) 339,010 339,011 GSH Note (d) 165,000 - Other Convertible Notes (e) 88,204 238,203 Convertible notes $ 1,128,242 $ 1,956,922 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
DERIVATIVE LIABILITY | |
Schedule of derivative liabilities fair value | 6/30/21 12/31/20 Exercise Price $ 0.00595-0.007140 $ 0.00015–0.00018 Stock Price .0121 $ 0.0003 Risk-free interest rate .06 % .06 % Expected volatility 204.20 236 % Expected life (in years) 1.00 1.00 Expected dividend yield 0 % 0 % Fair Value: $ 0 $ 3,156,582 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
Schedule of warrants | Number Weighted of Average Warrants Exercise Balance outstanding, December 31, 2018 8,004,708 0.014 Warrants granted 15,800,319 .00475 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2019 23,805,027 0.079 Warrants granted - - Warrants exercised - - Balance outstanding, December 31, 2020 23,805,027 0.079 Warrants expired or forfeited (8,004,708 ) - Balance outstanding and exercisable, June 30, 2021 15,800,319 $ 0.0079 |
Schedule of warrants outstanding and related prices | Outstanding and Exercisable Weighted Exercise Price Per Average Share Shares Life (Years) Exercise Price $ 0.004750 15,800,319 2.33 $ 0.00475 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Net cash (used in) operating activities | $ (334,450) | $ (275,481) | |||||
Stockholders' Deficit | (3,139,030) | (4,402,166) | $ (6,144,656) | $ (8,247,521) | $ (4,543,301) | $ (4,025,052) | |
Working capital | (3,139,030) | ||||||
Cash | $ 4,008 | $ 8,323 | $ 4,458 | $ 52,096 | |||
TGRI [Member] | |||||||
Business acquisition, equity interest issued or issuable, number of shares | 50,762,987 | ||||||
Subsequent Event [Member] | |||||||
Sale of equity line, shares | $ 64,387,194 | ||||||
Debt conversion converted instrument amount | $ 587,429 | ||||||
Price per share | $ 0.00912 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Vnue Inc. formerly TGRI [Member] | |
State of Incorporation | Nevada |
Attributable interest | 100.00% |
Entity Incorporation, Date of Incorporation | April 4, 2006 |
Vnue Inc. (Vnue Washington) [Member] | |
State of Incorporation | Washington |
Attributable interest | 100.00% |
Entity Incorporation, Date of Incorporation | October 16, 2014 |
Vnue LLC [Member] | |
State of Incorporation | Washington |
Attributable interest | 100.00% |
Entity Incorporation, Date of Incorporation | August 1, 2013 |
SIGNIFICANT AND CRITICAL ACCO_5
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative liability | $ 0 | $ 3,156,582 |
Warrant [Member] | ||
Potentially dilutive securities, outstanding | 15,800,319 | |
Convertible Notes Payable [Member] | ||
Potentially dilutive securities, outstanding | 932,594,639 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Prepaid expenses | $ 100,000 | $ 100,000 |
MT Agreement [Member] | ||
Description of payment | the Company agreed to pay an advance of $100,000 against sales, to Matchbox Twenty and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. We have recorded this amount as a prepaid expense on our consolidated balance sheets as of June 30, 2021 and December 31, 2020. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 4,320 | $ 6,127 | $ 6,581 | $ 18,186 | |||
License cost | 216 | $ 329 | |||||
Accrued payroll-officers | 238,250 | 238,250 | $ 238,250 | $ 209,750 | |||
Forgivness of debt | $ 14,000 | ||||||
Advances from former officer | $ 720 | 720 | $ 720 | $ 720 | |||
Gain on settlement of vendor obligations | $ (14,000) | ||||||
Chief Executive Officers' [Member] | |||||||
Compensation cost | $ 170,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable and accrued expense | $ 567,680 | $ 587,230 |
Accrued interest | 506,955 | 466,801 |
Accrued interest and penalties Golock(a) | 0 | 1,172,782 |
Soundstr Obligation | 145,259 | 145,259 |
Total accounts payable and accrued liabilities | $ 1,219,894 | $ 2,372,072 |
PURCHASE LIABILITY (Details Nar
PURCHASE LIABILITY (Details Narrative) - Dividend Declared [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 16, 2017 | Dec. 31, 2018 | |
Purchase liability | $ 300,000 | |
Purchase price | 350,000 | |
Acquisition cost | 50,000 | |
Total purchase of intellectual property | 350,000 | |
Amortized value of intellectual property | $ 116,668 | |
Impairment charge | $ 204,165 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | 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 | |
Convertible Notes Payable [Member] | ||||
Common stock shares issued under plan, shares | 240,000 | |||
Common stock shares issued under plan, amount | $ 184 | |||
PledgeMusic, Inc. [Member] | Business Acquisition [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 |
NOTES PAYABLE -PAST DUE (Detail
NOTES PAYABLE -PAST DUE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Dec. 17, 2015 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 30, 2019 | Apr. 30, 2019 | |
NOTES PAYABLE -PAST DUE | |||||
Debt instrument, maturity date | March 22, 2016 | August 30, 2019 | |||
Principal amount | $ 9,000 | $ 25,000 | |||
Interest amount | $ 5,000 | ||||
Interest expense - notes | $ 30,338 | ||||
Interest rate | 7.00% | ||||
Note payable | $ 34,000 | $ 34,000 | |||
Note payable description | 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% |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Total Convertible Notes | $ 1,128,242 | $ 1,956,922 |
GSH Note [Member] | ||
Total Convertible Notes | 165,000 | 0 |
Various Convertible Notes [Member] | ||
Total Convertible Notes | 43,500 | 43,500 |
Ylimit, LLCC convertible Notes [Member] | ||
Total Convertible Notes | 492,528 | 1,336,208 |
Golock Capital, LLC Convertible Notes [Member] | ||
Total Convertible Notes | 339,010 | 339,011 |
Other Convertible Notes [Member] | ||
Total Convertible Notes | $ 88,204 | $ 238,203 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 29, 2019 | Feb. 02, 2018 | Dec. 17, 2015 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2017 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Conversion of principal amount | $ 1,162,800 | |||||||||
Conversion of accrued interest | $ 38,616 | |||||||||
Shares issued upon conversion of convertible notes payable | 75,195,174 | |||||||||
Loss on the extinguishment of debt | $ 80,227 | |||||||||
Convertible notes payable | $ 61,000 | |||||||||
Maturity date | March 22, 2016 | August 30, 2019 | ||||||||
Three Convertible Notes [Member] | ||||||||||
Convertible notes payable | 43,500 | $ 43,500 | ||||||||
Conversion of notes into common stock | 718,945 | |||||||||
Due to related parties | 28,500 | $ 28,500 | $ 28,500 | |||||||
Additional Notes [Member] | ||||||||||
Convertible notes payable | $ 369,250 | |||||||||
Debt instrument, description | 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. | |||||||||
Golock Capital, LLC Convertible Notes [Member] | ||||||||||
Convertible notes payable | $ 302,067 | |||||||||
Debt instrument, 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. | ||||||||
Related debt discount | $ 40,000 | $ 19,652 | $ 0 | |||||||
Debt instrument, principal amount | $ 40,000 | $ 339,011 | $ 191,750 | $ 339,011 | ||||||
Interest rate | 10.00% | 10.00% | ||||||||
Maturity date description | November 2, 2018 | maturity dates between June 1, 2018 and August 31, 2018 | ||||||||
Debt discount | $ 5,000 | |||||||||
Increase/decrease in derivative liability | $ 553,000 | |||||||||
Warrants issued | 250,000 | 4,804,708 | ||||||||
Exercise price | $ 0.015 | $ 0.014 | ||||||||
Financing cost | $ 43,250 | |||||||||
YLimit, LLC [Member] | February 9, 2020 [Member] | ||||||||||
Shares issued upon conversion of convertible notes payable | 844,844,575 | |||||||||
Borrowing limit increased | 175,000 | |||||||||
Fundings | $ 119,000 | |||||||||
YLimit, LLC [Member] | Three Convertible Notes [Member] | ||||||||||
Convertible notes payable | 882,500 | 882,500 | ||||||||
Borrowing limit increased | 175,000 | |||||||||
Amendment [Member] | Lender [Member] | ||||||||||
Shares issued upon conversion of convertible notes payable | 16,981,339 | |||||||||
Notes past due | $ 73,204 | $ 73,204 | ||||||||
Amendment [Member] | Golock [Member] | ||||||||||
Convertible notes payable | 339,010 | 339,010 | ||||||||
Notes past due | $ 285,679 | 285,679 | ||||||||
Debt conversion, converted instrument, amount | $ 53,331 | |||||||||
Debt instrument, description | 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, shares issued | 100,000,000 | |||||||||
Debt conversion, converted instrument, accured interest | $ 23,102 | |||||||||
GHS Investments [Member] | ||||||||||
Convertible promissory note | 165,000 | |||||||||
Beneficial conversion feature | $ 106,765 | |||||||||
Conversion price | $ 0.0171 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stock Price | $ 0.0121 | $ 0.0003 |
Risk-free interest rate | 0.06% | 0.06% |
Expected volatility | 204.20% | 236.00% |
Expected life (in years) | 1 year | 1 year |
Expected dividend yield | 0.00% | 0.00% |
Fair Value | $ 0 | $ 3,156,582 |
Minimum [Member] | ||
Stock Price | $ 0.00595 | $ 0.00015 |
Maximum [Member] | ||
Stock Price | $ 0.007140 | $ 0.00018 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants | |||
Number of Warrants Outstanding, Begining Balance | 23,805,027 | 23,805,027 | 8,004,708 |
Warrants granted | 0 | 0 | 15,800,319 |
Warrants exercised | 0 | 0 | |
Warrants expired or forfeited | (8,004,708) | ||
Number of Warrants Outstanding, Ending Balance | 15,800,319 | 23,805,027 | 23,805,027 |
Weighted average exercise | |||
Weighted average exercise price or warrants outstanding, Begining Balance | $ 0.079 | $ 0.079 | $ 0.014 |
Weighted average exercise price, Warrants granted | 0 | 0 | 0.00475 |
Weighted average exercise price, Warrants exercised | 0 | 0 | |
Weighted average exercise price, Warrants expired or forfeited | 0 | 0 | |
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance | $ 0.0079 | $ 0.079 | $ 0.079 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants, Outstanding and Exercisable | 23,805,027 | 23,805,027 | 8,004,708 |
Exercise price per share | $ 0 | $ 0 | |
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.079 | $ 0.079 | $ 0.014 |
Warrant One [Member] | |||
Number of Warrants, Outstanding and Exercisable | 15,800,319 | ||
Exercise price per share | $ 0.004750 | ||
Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 29 days | ||
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.00475 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended | ||
Jul. 02, 2019 | May 22, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 1,286,690,336 | 1,211,495,162 | ||
Common stock, shares issued | 1,286,690,336 | 1,211,495,162 | ||
Common stock capitalized | 2,000,000,000 | |||
Preferred stock capitalized | 5,000,000 | |||
Preferred stock, shares issued | 4,250,579 | 4,250,579 | ||
Preferred stock, shares outstanding | 4,250,579 | 4,250,579 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock, shares issued | 4,250,579 | 4,126,776 | ||
Preferred stock, shares outstanding | 4,250,579 | 4,126,776 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, designated | 4,126,776 | |||
Common stock shares converted | 50 | |||
Two Convertible Noteholders [Member] | ||||
Weighted-average remaining contractual life | 2 years 3 months 29 days |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended |
Oct. 27, 2015 | Mar. 31, 2021 | |
Initial joint venture agreement [Member] | MRI [Member] | September 1, 2018 [Member] | ||
Terms of joint venture | The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of June 30, 2021, no net revenue was generated from the JV. | |
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. As of June 30, 2021, the Company had not earned any revenue under this agreement. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Jul. 31, 2021USD ($)$ / shares | |
Sale of equity line, shares | $ 64,387,194 |
Debt conversion converted instrument amount | $ 587,429 |
Price per share | $ / shares | $ 0.00912 |