Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 12, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-53462 | ||
Entity Registrant Name | VNUE, Inc. | ||
Entity Central Index Key | 0001376804 | ||
Entity Tax Identification Number | 98-0543851 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 104 West 29th Street | ||
Entity Address, Address Line Two | 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 | ||
Title of 12(g) Security | Common stock, $.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,911,204 | ||
Entity Common Stock Shares Outstanding | 1,462,294,289 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | CO | ||
Auditor Firm ID | 5041 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 36,958 | $ 4,458 |
Prepaid expenses | 464,336 | 100,000 |
Total current assets | 501,294 | 104,458 |
Total assets | 501,294 | 104,458 |
Current liabilities: | ||
Accounts payable and accrued expenses | 923,061 | 2,372,072 |
Shares to be issued | 247,707 | 247,707 |
Accrued payroll-officers | 233,750 | 209,750 |
Advances from former officer | 720 | 720 |
Advances from officer | 10,000 | 0 |
Notes payable | 869,157 | 34,000 |
Deferred revenue | 74,225 | 74,225 |
Convertible notes payable | 635,714 | 1,956,922 |
Purchase liability | 300,000 | 300,000 |
Derivative liability | 0 | 3,156,582 |
Total current liabilities | 3,294,334 | 8,351,979 |
Total liabilities | 3,294,334 | 8,351,979 |
Commitments and Contingencies | 0 | 0 |
Stockholders’ Deficit | ||
Preferred stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 issued and outstanding as of December 31, 2021 and December 31, 2020 | 425 | 413 |
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,411,799,497 and 1,211,495,162 shares issued and outstanding, as of December 31, 2021, and December 31, 2020, respectively | 141,177 | 121,149 |
Additional paid-in capital | 10,900,652 | 8,386,593 |
Accumulated deficit | (13,835,294) | (16,755,676) |
Total stockholders’ deficit | (2,793,040) | (8,247,522) |
Total Liabilities and Stockholders’ Deficit | $ 501,294 | $ 104,458 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 1,411,799,497 | 1,211,495,162 |
Common stock, shares outstanding | 1,411,799,497 | 1,211,495,162 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues - related party | $ 100,476 | $ 22,474 |
Direct costs of revenue | 153,181 | 8,509 |
Gross margin (loss) | (52,705) | 13,965 |
Operating expenses: | ||
General and administrative expense | 932,134 | 601,022 |
Total costs and expenses | 932,134 | 601,022 |
Operating loss | (984,839) | (587,058) |
Other income (expense), net | ||
Change in fair value of derivative liability | 3,156,582 | (2,234,073) |
Other income | 1,172,789 | |
Loss on the extinguishment of debt | (80,227) | (263,609) |
Financing costs | (343,923) | (1,469,037) |
Other income (expense), net | 3,905,221 | (3,966,719) |
Net income (loss) | $ 2,920,382 | $ (4,553,777) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||
Basic and diluted | 1,300,621,328 | 1,135,193,463 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 413 | $ 77,088 | $ 8,099,346 | $ (12,201,899) | $ (4,025,052) |
Beginning Balance, shares at Dec. 31, 2019 | 4,126,776 | 770,883,602 | |||
Shares issued on conversion of notes payable | |||||
Conversion of convertible notes to common shares | $ 42,257 | 277,817 | 320,074 | ||
Conversion of convertible notes to common shares, shares | 422,572,017 | ||||
Shares issued for services | $ 50 | 100 | 100 | ||
Shares issued for services, shares | 500,000 | ||||
Shares issued to pay interest expense | $ 1,754 | 9,330 | 11,084 | ||
Shares issued to pay interest expense, shares | 17,539,543 | ||||
Net income | (4,553,777) | (4,553,777) | |||
Ending balance, value at Dec. 31, 2020 | $ 413 | $ 121,149 | 8,386,593 | (16,755,676) | (8,247,522) |
Ending Balance, shares at Dec. 31, 2020 | 4,126,776 | 1,211,495,162 | |||
Beneficial conversion feature of convertible notes | 111,765 | 111,765 | |||
Shares issued upon conversion of convertible notes payable | $ 12 | $ 7,520 | 1,273,991 | 1,281,523 | |
Shares issued upon conversion of convertible notes payable, shares | 123,803 | 75,195,174 | |||
Private placement of common shares | $ 12,509 | 1,128,303 | 1,140,812 | ||
Net income | 2,920,382 | 2,920,382 | |||
Ending balance, value at Dec. 31, 2021 | $ 425 | $ 141,177 | $ 10,900,652 | $ (13,835,294) | $ (2,793,040) |
Ending Balance, shares at Dec. 31, 2021 | 4,250,579 | 1,411,779,497 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 2,920,382 | $ (4,553,777) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Change in the fair value of derivatives | (3,156,582) | 2,234,073 |
Loss on the extinguishment of debt | 80,227 | |
Shares issued for financing costs | 0 | 253,194 |
Shares issued for services | 100 | |
Amortization of debt discount | 111,765 | 78,013 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (364,337) | (100,000) |
Accounts payable and accrued interest | (1,045,767) | 1,395,179 |
Deferred revenue | 0 | 74,225 |
Accrued payroll officers | 24,000 | 100,500 |
Net cash used in operating activities | (1,430,312) | (518,493) |
Cash Flows From Investing Activities: | 0 | 0 |
Cash Flows From Financing Activities: | ||
Advances from officers | 10,000 | |
Payments on promissory note | (22,000) | |
Payment of convertible note | (45,134) | |
Procceds from the private placement of common shares | 1,140,812 | |
Proceeds from the issuance of convertible notes | 334,000 | 515,989 |
Net cash provided by investing activities | 1,462,812 | 470,855 |
Net Decrease In Cash | 32,501 | (47,638) |
Cash At The Beginning Of The Period | 4,458 | 52,096 |
Cash At The End Of The Period | 36,958 | 4,458 |
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 | $ 0 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION History and Organization VNUE, Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE”, “TGRI”, or the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2006. On May 29, 2015, VNUE, Inc. entered into a merger agreement with VNUE Washington, Inc. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 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 year ended December 31, 2021 the Company used cash in operations of $ 1,430,312 13,835,294 2,793,040 On December 31, 2021, the Company had cash on hand of $36,958. 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. |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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: 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 100 % VNUE Inc. (VNUE Washington) The State of Washington October 16, 2014 100 % VNUE LLC The State of Washington August 1, 2013 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 3,156,582 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 15,800,319 11,313,852 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. As of December 31, 2020 based on the assessment of Management, the Company determined that its intangible asset had been impaired. Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Recently Issued Accounting Pronouncements 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 | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE | NOTE 3 – PREPAID EXPENSE As of December 31, 2021 and December 31, 2020, the balances in prepaid expenses was $ 464,336 100,000 $ 100,000 the Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4th. Additionally, during the last half of 2021, the Company advanced $ 364,336 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
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. Revenues of $ 100,476 22,474 5,024 1,124 Accrued Payroll to Officers Accrued payroll to two officers was $ 233,750 209,750 170,000 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 14,000 720 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
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 December 31, 2021, and December 31, 2020: Schedule of accrued liabilities December 31, 2021 December 31, 2020 Accounts payable and accrued expense (includes $93,625 due to a former officer) $ 588,275 $ 587,230 Accrued interest 189,527 466,801 Accrued interest and penalties Golock - 1,172,782 Soundstr Obligation 145,259 145,259 Total accounts payable and accrued liabilities 923,061 $ 2,372,072 |
PURCHASE LIABILITY
PURCHASE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 $ 50,000 300,000 350,000 350,000 116,668 204,165 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 | 12 Months Ended |
Dec. 31, 2021 | |
Shares To Be Issued | |
SHARES TO BE ISSUED | NOTE 7 – SHARES TO BE ISSUED As of December 31, 2018, the Company had not yet issued 3,964,352 243,839 240,000 184 1,000,000 3,500 5,204,352 247,707 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE The balance of the Notes Payable outstanding was $ 869,157 34,000 12,000 8 857,157 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES Convertible notes payable consist of the following: Schedule of Convertible notes payable December 31, December 31, Various Convertible Notes (a) $ 43,500 43,500 Ylimit, LLC Convertible Notes (b) - 1,336,208 Golock Capital, LLC Convertible Notes (c) 339,011 339,011 Other Convertible Notes (d) 253,203 238,203 Total Convertible Notes $ 635,714 1,956,922 Notes payable (b) On September 24, 2021, the Company and its largest creditor, Ylimit, agreed to restructure its existing 10% convertible note of $ 492,528 364,629 8 107,000 857,157 857,157 Advance from officer During the year ended December 31, 2021, the Company’s CEO advanced $ 10,000 10,000 Convertible notes 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 38,616 75,195,174 80,227 (a) In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10 43,500 28,500 740,251 (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 $ 175,000 882,500 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 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 nine months ended September 30, 2021, Ylimit invested another $ 119,000 0.001 874,300,140 (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 10 maturity dates between September 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 4,804,708 0.014 191,750 19,652 On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ 40,000 10 November 2, 2018 5,000 0.015 2,500,000 0.015 40,000 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. 553,000 43,250 302,067 0 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 53,331 23,102 100,000,000 339,010 285,679 339,011 As a result Golock has assessed the Company additional penalties and interest of $ 1,172,782 (d) During the year ended December 31, 2021, GHS Investments funded an 8 165,000 0.0171 106,765 As of December 31, 2021, $ 73,204 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 | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 December 31, 2021 and 2020, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions: Schedule of derivative liabilities fair value December 31, 2021 December 31, 2020 Exercise Price $ 0.0015 0.0018 Stock Price .0114 Risk-free interest rate 0.17 % Expected volatility 737.80 Expected life (in years) 1.00 Expected dividend yield 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. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
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 20,000,000 5,000,000 Common stock The Company has authorized 2,000,000,000 0.0001 1,411,799,497 1,211,495,162 Preferred Stock Series A As of December 31, 2021 and 2020 the Company had 20,000,000 0.0001 4,250,579 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 Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 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. The Company determined the fair value of the preferred shares to be $ 590,129 Warrants No warrants were issued during the year ended December 31, 2021. During the year ended December 31, 2019, the Company issued 15,800,319 0.00475 36,533 A summary of warrants is as follows: Schedule of warrants Number of Weighted 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, December 31, 2021 15,800,319 $ 0.0079 Information relating to outstanding warrants on December 31, 2021, summarized by exercise price, is as follows: Schedule of warrants outstanding and related prices Outstanding and Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average $ 0.004750 15,800,319 1.883 $ 0.00475 The weighted-average remaining contractual life of all warrants outstanding and exercisable on December 31, 2021 is 2.08 |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 December 31, 2020, no net revenue was generated from the JV. 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 Litigation In the matter of VNUE, Inc. v. Power Up Lending Group, Ltd. On October 6, 2021, the Company commenced an action against Power Up Lending Group, Ltd. “Power Up”) and Curt Kramer (“Kramer”) (Power Up and Kramer together, the “Power Up Parties”) in the United States District Court for the Eastern District of New York. The complaint alleges that: (1) Power Up is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, pursuant to Section 29(b) of the Act, the Company is entitled to recessionary relief from certain convertible promissory notes (“Notes”) and securities purchase agreements (“SPAs”) entered into by the Company and Power Up; (2) Kramer is liable to the Company as the control person of Power Up pursuant to Section 20(a) of the Act; and (3) Power Up is liable to the Company for unjust enrichment arising from the Notes and SPAs. On December 10, 2021, the Power Up Parties filed their pre-motion conference request letter with the Court regarding their forthcoming motion to dismiss the Company’s complaint. On December 17, 2021, the Company filed its opposition thereto. On January 26, 2022, the Company filed its amended complaint, which asserted the same causes of action set forth in the initial complaint, and further alleged that that Power Up made material misstatements in connection with the purchase and sale of the Company’s securities in violation of Section 10(b) of the Act and, thus, the Company is entitled to recessionary relief from the Notes and SPAs pursuant to Section 29(b) of the Act. On February 9, 2022, the Court ordered an initial conference. The initial conference is currently scheduled for May 16, 2022, at 12:00 p.m. (EST). As of the date hereof, the Company intends to litigate its claims for relief against the Power Up Parties. Golock Capital, LLC and DBW Investments, LLC v. VNUE, Inc. On September 29, 2021, Golock Capital, LLC (“Golock”) and DBW Investments, LLC (“DBW”) (Golock and DBW together, the “Golock Plaintiffs”) commenced an action against the Company in the United States District Court for the Southern District of New York. The Golock Plaintiffs’ complaint alleges that the Company is in breach of certain convertible promissory notes and securities purchase agreements separately entered into with Golock and DBW, and seeks declaratory judgment, injunctive relief, and specific performance against the Company. On December 2, 2021, the Golock Plaintiffs filed their amended complaint, which asserted the same causes of action set forth in the initial complaint, and an additional cause of action for unjust enrichment. On January 19, 2022, the Company filed its answer with affirmative defenses to the amended complaint. As to its affirmative defenses, the Company asserted that the Golock Plaintiffs claims are barred because: (1) the Golock Plaintiffs are unregistered dealers acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”), and, pursuant to Section 29(b) of the Act, that the Company is entitled to recessionary relief from the certain convertible promissory notes and securities purchase agreements at issue in the amended complaint; and (2) that the convertible promissory notes are, in fact, criminally usurious loans that impose interest onto the Company at a rate that violates New York Penal Law § 190.40 and, therefore, the subject convertible notes are void ab initio pursuant to New York’s usury laws. On January 20, 2022, the Court ordered that the parties submit a joint letter in lieu of a pretrial conference on or before February 3, 2022. As of the date hereof, the Company intends to vigorously defend itself against the Golock Plaintiffs claims and has not recorded any liability for Golock’s claims. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES Reconciliation between the expected federal income tax rate and the actual tax rate is as follows: Schedule of federal income tax rate and the actual tax rate Year Ended 2021 2020 Federal statutory tax rate 21 % 21 % State tax, net of federal benefit 6 % 6 % Total tax rate 27 % 27 % Allowance ( 27 )% ( 27 )% Effective tax rate - % - % The following is a summary of the deferred tax assets: Summary of deferred tax assets Year Ended 2021 2020 Net operating loss carryforwards $ 3,418,000 $ 3,060,000 Valuation allowance (3,418,000 ) (3,060,000 ) Net deferred tax asset $ - $ - The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2021, the Company had estimated net operating loss carry forwards of approximately $ 12,662,000 through 2032 The Company adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2017 no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On February 13, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly-owned subsidiary of the Company (the “Merger”). Through the period ended March 17, 2022 the Company had spent approximately $ 1,414,000 Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back for the purposes of satisfying certain contingent obligations of Stage It. The Merger Agreement also allows for the issuance of earn out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | 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: 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 100 % VNUE Inc. (VNUE Washington) The State of Washington October 16, 2014 100 % VNUE LLC The State of Washington August 1, 2013 100 % |
Revenue Recognition | 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 | 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 | 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 3,156,582 |
Derivative Financial Instruments | 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 | 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 15,800,319 11,313,852 |
Intangible Assets | 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. As of December 31, 2020 based on the assessment of Management, the Company determined that its intangible asset had been impaired. |
Segments | Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of subsidiaries and/or entities | 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 100 % VNUE Inc. (VNUE Washington) The State of Washington October 16, 2014 100 % VNUE LLC The State of Washington August 1, 2013 100 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities December 31, 2021 December 31, 2020 Accounts payable and accrued expense (includes $93,625 due to a former officer) $ 588,275 $ 587,230 Accrued interest 189,527 466,801 Accrued interest and penalties Golock - 1,172,782 Soundstr Obligation 145,259 145,259 Total accounts payable and accrued liabilities 923,061 $ 2,372,072 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible notes payable | Schedule of Convertible notes payable December 31, December 31, Various Convertible Notes (a) $ 43,500 43,500 Ylimit, LLC Convertible Notes (b) - 1,336,208 Golock Capital, LLC Convertible Notes (c) 339,011 339,011 Other Convertible Notes (d) 253,203 238,203 Total Convertible Notes $ 635,714 1,956,922 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities fair value | Schedule of derivative liabilities fair value December 31, 2021 December 31, 2020 Exercise Price $ 0.0015 0.0018 Stock Price .0114 Risk-free interest rate 0.17 % Expected volatility 737.80 Expected life (in years) 1.00 Expected dividend yield 0 Fair Value: $ - 0 $ 3,156,582 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of warrants | Schedule of warrants Number of Weighted 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, December 31, 2021 15,800,319 $ 0.0079 |
Schedule of warrants outstanding and related prices | Schedule of warrants outstanding and related prices Outstanding and Exercisable Exercise Price Per Share Shares Life (Years) Weighted Average $ 0.004750 15,800,319 1.883 $ 0.00475 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal income tax rate and the actual tax rate | Schedule of federal income tax rate and the actual tax rate Year Ended 2021 2020 Federal statutory tax rate 21 % 21 % State tax, net of federal benefit 6 % 6 % Total tax rate 27 % 27 % Allowance ( 27 )% ( 27 )% Effective tax rate - % - % |
Summary of deferred tax assets | Summary of deferred tax assets Year Ended 2021 2020 Net operating loss carryforwards $ 3,418,000 $ 3,060,000 Valuation allowance (3,418,000 ) (3,060,000 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Net cash (used in) operating activities | $ 1,430,312 | $ 518,493 |
Accumulated deficit | 13,835,294 | $ 16,755,676 |
Negative working capital | $ 2,793,040 | |
TGRI [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 50,762,987 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Vnue Inc. formerly TGRI [Member] | |
State of Incorporation | Nevada |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Attributable interest | 100.00% |
Vnue Inc. (Vnue Washington) [Member] | |
State of Incorporation | Washington |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Attributable interest | 100.00% |
Vnue LLC [Member] | |
State of Incorporation | Washington |
Entity Incorporation, Date of Incorporation | Aug. 1, 2013 |
Attributable interest | 100.00% |
SIGNIFICANT AND CRITICAL ACCO_5
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Fair value of derivative liabilities | $ 0 | $ 3,156,582 |
Potentially dilutive securities, outstanding | 0 | |
Three Convertible Notes [Member] | ||
Class of Warrant or Right [Line Items] | ||
Potentially dilutive securities, outstanding | 11,313,852 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Potentially dilutive securities, outstanding | 15,800,319 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 09, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Prepaid expenses | $ 464,336 | $ 100,000 | $ 100,000 | |
Advanced to affiliate | $ 364,336 | |||
MT Agreement [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Description of payment | the Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4th. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 100,476 | $ 22,474 | |
License cost | 5,024 | 1,124 | |
Accrued payroll-officers | 233,750 | 209,750 | |
Forgivness of debt | $ 14,000 | ||
Gain on settlement of vendor obligations | 14,000 | ||
Advances from former officer | 720 | $ 720 | $ 720 |
Chief Executive Officers' [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation cost | $ 170,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expense (includes $93,625 due to a former officer) | $ 588,275 | $ 587,230 |
Accrued interest | 189,527 | 466,801 |
Accrued interest and penalties Golock | 0 | 1,172,782 |
Soundstr Obligation | 145,259 | 145,259 |
Total accounts payable and accrued liabilities | $ 923,061 | $ 2,372,072 |
PURCHASE LIABILITY (Details Nar
PURCHASE LIABILITY (Details Narrative) - Dividend Declared [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 16, 2018 | Oct. 16, 2017 | Dec. 31, 2018 | |
Dividends Payable [Line Items] | |||
acquisition cost | $ 50,000 | ||
Purchase liability | 300,000 | ||
Purchase price | $ 350,000 | ||
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 | Dec. 31, 2021 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||
Common stock to be issued, shares | 5,204,352 | 3,964,352 | |
Common stock to be issued, value | $ 247,707 | $ 243,839 | |
PledgeMusic, Inc. [Member] | Business Acquisition [Member] | |||
Short-term Debt [Line Items] | |||
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 | ||
Convertible Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Common stock shares issued under plan, shares | 240,000 | ||
Common stock shares issued under plan, amount | $ 184 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Note payable | $ 869,157 | $ 34,000 |
Notes payable | $ 869,157 | $ 34,000 |
Interest rate | 8.00% | |
Other notes payable | $ 857,157 | |
Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Note payable | 857,157 | |
Notes payable | $ 12,000 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Convertible notes, net | $ 635,714 | $ 1,956,922 |
Various Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible Notes | 43,500 | 43,500 |
Ylimit, LLCC convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible Notes | 0 | 1,336,208 |
Golock Capital, LLC Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible Notes | 339,011 | 339,011 |
Other Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible Notes | $ 253,203 | $ 238,203 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Apr. 29, 2019 | Feb. 02, 2018 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Conversion of principal amount | $ 1,162,800 | ||||||||
Note payable | $ 869,157 | $ 34,000 | |||||||
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 | ||||||||
Conversion price | $ 0.001 | ||||||||
Stock price | $ 0.0114 | ||||||||
GHS Investments [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Conversion price | $ 0.0171 | ||||||||
Convertible promissory note | $ 165,000 | ||||||||
Beneficial conversion feature | 106,765 | ||||||||
Golock Capital, LLC Convertible Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 302,067 | ||||||||
Interest rate | 10.00% | 10.00% | |||||||
Debt instrument, principal amount | $ 40,000 | $ 191,750 | 339,011 | ||||||
Maturity date description | November 2, 2018 | maturity dates between September 1, 2018 and August 31, 2018. | |||||||
Debt instrument, description | 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 | |||||||
Warrants issued | 4,804,708 | ||||||||
Exercise price | $ 0.015 | $ 0.014 | |||||||
Related debt discount | $ 40,000 | $ 19,652 | $ 0 | ||||||
Debt discount | $ 5,000 | ||||||||
Stock price | $ 0.015 | ||||||||
Warrant issued to common stock | 2,500,000 | ||||||||
Increase/decrease in derivative liability | $ 553,000 | ||||||||
Financing cost | $ 43,250 | ||||||||
Amount of additional penalties and interest | $ 1,172,782 | ||||||||
YLimit, LLC [Member] | February 9, 2020 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Shares issued upon conversion of convertible notes payable | 874,300,140 | ||||||||
Borrowing limit increased | $ 175,000 | ||||||||
Fundings | $ 119,000 | ||||||||
Golock [Member] | Amendment [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt conversion, converted instrument, amount | $ 53,331 | 53,331 | |||||||
Convertible notes payable | 339,010 | 339,010 | |||||||
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, accured interest | $ 23,102 | ||||||||
Debt conversion, converted instrument, shares issued | 100,000,000 | ||||||||
Notes past due | 285,679 | $ 285,679 | |||||||
Lender [Member] | Amendment [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes past due | 73,204 | ||||||||
Officer [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Advanced from related party | 10,000 | ||||||||
Balance due | 10,000 | ||||||||
Note Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt conversion, converted instrument, amount | 492,528 | ||||||||
Convertible notes payable | 364,629 | ||||||||
Increase in convertible amount | 107,000 | ||||||||
Conversion of principal amount | 857,157 | ||||||||
Note payable | 857,157 | ||||||||
Three Convertible Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 43,500 | $ 43,500 | |||||||
Interest rate | 10.00% | ||||||||
Due to related parties | $ 28,500 | $ 28,500 | |||||||
Conversion of notes into common stock | 740,251 | ||||||||
Three Convertible Notes [Member] | YLimit, LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | 882,500 | $ 882,500 | |||||||
Borrowing limit increased | $ 175,000 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | ||
Stock Price | $ 0.0114 | |
Risk-free interest rate | 0.17% | |
Expected volatility | 737.80% | |
Expected life (in years) | 1 year | |
Expected dividend yield | 0.00% | |
Fair Value | $ 0 | $ 3,156,582 |
Minimum [Member] | ||
Derivative [Line Items] | ||
Stock Price | $ 0.0015 | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Stock Price | $ 0.0018 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of Warrants Outstanding, Begining Balance | 23,805,027 | 23,805,027 | 8,004,708 |
Weighted average exercise price or warrants outstanding, Begining Balance | $ 0.079 | $ 0.079 | $ 0.014 |
Warrants granted | 0 | 15,800,319 | |
Weighted average exercise price, Warrants granted | $ 0 | $ 0.00475 | |
Warrants exercised | 0 | 0 | |
Weighted average exercise price, Warrants exercised | $ 0 | $ 0 | |
Warrants expired or forfeited | (8,004,708) | 0 | |
Weighted average exercise price, Warrants expired or forfeited | $ 0 | $ 0 | |
Number of Warrants Outstanding, Ending Balance | 15,800,319 | ||
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance | $ 0.0079 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Exercise price per share | $ 0 | $ 0 | |
Number of Warrants, Outstanding and Exercisable | 23,805,027 | 23,805,027 | 8,004,708 |
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.079 | $ 0.079 | $ 0.014 |
Warrant One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share | $ 0.004750 | ||
Number of Warrants, Outstanding and Exercisable | 15,800,319 | ||
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 18 days | ||
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.00475 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 22, 2020 | Jul. 02, 2019 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | May 22, 2019 | |
Class of Stock [Line Items] | ||||||
Common stock capitalized | 2,000,000,000 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Preferred stock capitalized | 5,000,000 | |||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 1,411,799,497 | 1,211,495,162 | ||||
Common stock, shares outstanding | 1,411,799,497 | 1,211,495,162 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 4,250,579 | 4,250,579 | ||||
Preferred stock, shares outstanding | 4,250,579 | 4,250,579 | ||||
Two Convertible Noteholders [Member] | ||||||
Class of Stock [Line Items] | ||||||
warrants issued | 15,800,319 | |||||
Strike price | $ 0.00475 | |||||
Financing expense | $ 36,533 | |||||
Weighted-average remaining contractual life | 2 years 29 days | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 4,250,579 | 4,250,579 | ||||
Preferred stock, shares outstanding | 4,250,579 | 4,250,579 | ||||
Preferred stock, designated | 4,126,776 | |||||
Common stock shares converted | 50 | |||||
fair value of the preferred shares | $ 590,129 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Dec. 31, 2021 | |
Initial joint venture agreement [Member] | MRI [Member] | September 1, 2018 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 December 31, 2020, no net revenue was generated from the JV. | |
Artist Agreement [Member] | I Break Horses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Description for commission receivable under agreement | Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30% of the Net Income generated thereby |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21.00% | 21.00% |
State tax, net of federal benefit | 6.00% | 6.00% |
Total tax rate | 27.00% | 27.00% |
Allowance | 27.00% | 27.00% |
Effective tax rate | (0.00%) | (0.00%) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 3,418,000 | $ 3,060,000 |
Valuation allowance | (3,418,000) | (3,060,000) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 12,662,000 | |
Operating loss carryforwards, expiration period | through 2032 | |
Unrecognized tax benefits | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended |
Mar. 17, 2022USD ($) | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Cash | $ 1,414,000 |