VNUE (VNUE) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 19, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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
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 Common Stock, Shares Outstanding		1,474,473,903

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 60,458	$ 36,958
Prepaid expenses	100,000	464,336
Total current assets	160,458	501,294
Fixed assets, net	35,002	0
Goodwill	10,400,000
Intangible Assets	2,491,667
Total assets	13,087,127	501,294
Current liabilities:
Accounts payable and accrued expenses	2,702,949	923,781
Shares to be issued	1,192,290	247,707
Accrued payroll-officers	231,750	233,750
Advances from officer	10,000	10,000
Notes payable	1,142,542	869,157
Deferred revenue	857,326	74,225
Convertible notes payable, net	638,714	635,714
Purchase liability	7,979,984	300,000
Total current liabilities	14,755,555	3,294,334
Total liabilities	14,755,555	3,294,334
Stockholders’ Deficit
Common stock, par value $0.0001, 2,000,000,000 shares authorized; and 1,459,256,460 and 1,411,799,497 shares issued and outstanding, as of March 31, 2022, and December 31, 2021, respectively	145,925	141,177
Additional paid-in capital	13,213,622	10,900,652
Accumulated deficit	(15,028,400)	(13,835,294)
Total stockholders’ deficit	(1,668,428)	(2,793,040)
Total Liabilities and Stockholders’ Deficit	13,087,127	501,294
Series A Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock, value	425	425
Series B Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock, value

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	1,459,256,460	1,411,799,497
Common stock, shares outstanding	1,459,256,460	1,411,799,497
Series A Preferred Stock [Member]
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
Series B Preferred Stock [Member]
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,600	1,600
Preferred stock, shares issued	1,535	0
Preferred stock, shares outstanding	1,535	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues - related party	$ 5,049	$ 2,261
Revenue, net	36,621
Total revenue	41,670	2,261
Direct costs of revenue	40,513
Gross margin (loss)	1,157	2,261
Operating expenses:
General and administrative expense	63,202	17,073
Payroll expenses	121,551	65,750
Professional fees	351,953	91,205
Amortization of intangible assets	108,333
Total operating expenses	645,039	174,028
Operating loss	(643,882)	(171,767)
Other income (expense), net
Change in fair value of derivative liability		2,344,234
Financing costs	(549,224)	(181,366)
Other income (expense), net	(549,224)	2,162,868
Net income (loss)	$ (1,193,106)	$ 1,991,101
Net loss per common share - basic and diluted	$ 0	$ 0
Weighted average common shares outstanding:
Basic and diluted	1,415,312,830	1,211,495,162

(UNAUDITED) CONDENSED CONSOLIDA

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred A Shares [Member]	Preferred B Shares [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 413		$ 121,149	$ 8,386,593	$ (16,755,676)	$ (8,247,521)
Beginning Balance, shares at Dec. 31, 2020	4,126,776		1,211,495,162
Beneficial conversion feature of convertible notes				111,765		111,765
Net loss					1,991,101	1,991,101
Ending balance, value at Mar. 31, 2021	$ 413		$ 121,149	8,498,358	(14,764,575)	(6,144,655)
Ending Balance, shares at Mar. 31, 2021	4,126,776		1,211,495,162
Beginning balance, value at Dec. 31, 2021	$ 425		$ 141,177	10,900,652	(13,835,294)	(2,793,040)
Beginning Balance, shares at Dec. 31, 2021	4,250,579		1,411,779,497
Issuance of Preferred B Shares				1,500,000		1,500,000
Issuance of Preferred B Shares, Shares		1,500
Financing fee paid in Preferred B shares				42,000		42,000
Financing fee paid in Preferred B shares, Shares		35
Benefical conversion feature of Preferred B Stock				300,000		300,000
Shares issued for services			$ 600	56,200		56,800
Shares issued for services, Shares			6,000,000
Acquisition shares issued for Stage It purchase			$ 4,148	414,770		418,917
Acquisition shares issued for Stage It purchase, Shares			41,476,963
Net loss					(1,193,106)	(1,193,106)
Ending balance, value at Mar. 31, 2022	$ 425		$ 145,925	$ 13,213,621	$ (15,028,400)	$ (1,668,428)
Ending Balance, shares at Mar. 31, 2022	4,250,579	1,535	1,459,256,460

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities:
Net income (loss)	$ (1,193,106)	$ 1,991,101
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation	1,880	0
Amortization of intangible assets	108,333
Change in the fair value of derivatives		(2,344,233)
Beneficial conversion feature of Preferred B stock	300,000
Shares issued for financing costs	42,000
Shares issued for services	56,800
Amortization of debt discount		111,765
Changes in operating assets and liabilities
Prepaid expenses	364,336
Accounts payable and accrued interest	67,817	60,348
Deferred revenue	5,198
Accrued payroll officers	(2,000)	7,000
Net cash used in operating activities	(248,739)	(174,019)
Cash Flows From Investing Activities:
Acquisition of a business net of cash received	(977,761)
Net cash used in investing activities	(977,761)
Cash Flows From Financing Activities:
Payments on promissory note	(253,000)
Proceeds from the of Series B Preferred Stck	1,500,000
Proceeds from the issuance of convertible notes	3,000	227,000
Net cash provided by investing activities	1,250,000	227,000
Net Increase (Decrease) In Cash	23,500	52,981
Cash At The Beginning Of The Period	36,958	4,458
Cash At The End Of The Period	60,458	57,439
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Supplemental disclosure of non-cash information:
Common shares issued upon conversion of notes payable and accrued interest

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2022
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. 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”). 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. See Note 5. for additional information

GONING CONCERN

GONING CONCERN	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GONING CONCERN	NOTE 2 – GONING 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 three months ended March 31, 2022, the Company had cash on hand of $ 60,458 248,739 15,028,400 14,595,097 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	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES	NOTE 3 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES Basis of Consolidation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP The Company consolidates its results with its wholly-owned subsidiary, Stage It Corp. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production. The Company also recognizes revenue on the sale of CDs and USB drives that contain the recording of live concerts and are made available to concert attendees immediately after the show and online. 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. As of March 31, 2022 and December 31, 2021 deferred revenue amounted to $ 857,326 74,225 Management’s Representation of Interim Financial Statements The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been 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 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. 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 the determination of goodwill and intangible assets, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates. Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. 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. 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 is then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on March 31, 2022, because their impact was anti-dilutive. As of March 31, 2022, the Company had 149,489,159 20,333,526 Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. The threshold for depreciating office equipment is $ 200 1,000 Schedule of estimated useful lives of property and equipment Computers, software, and office equipment 3 Furniture and fixtures 7 As of March 31, 2022, the Company’s property, which consisted solely of computers, amounted to $ 35,002 0 1,880 0 Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. 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.

PREPAID EXPENSE

PREPAID EXPENSE	3 Months Ended
	Mar. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSE	NOTE 4 – PREPAID EXPENSE As of March 31, 2022 and December 31, 2021, the balances in prepaid expenses was $ 100,000 464,336 $ 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 4, 2020.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – 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 $ 5,049 2,261 252 113 Accrued Payroll to Officers Accrued payroll to two officers was $ 231,750 233,750 170,000 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, 2021, the Company’s CEO advanced $ 10,000

BUSINESS ACQUISITION

BUSINESS ACQUISITION	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITION	NOTE 6 – BUSINESS ACQUISITION On February 13, 2022, VNUE, Inc. (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”). 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 to satisfy 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. On February 13, 2022, the Company, Stage It and the shareholders of Stage It entered into a voting agreement concerning the Merger. On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company will issue the initial 135,000,000 The Merger Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Company, Merger Sub, or any of their respective subsidiaries or affiliates For the acquisition of Stage It the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of fair value of consideration Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share $ 418,917 Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share 944,583 Net liabilities assumed 2,871,066 Earnout liability 7,679,984 Cash paid 1,085,450 Fair value of total consideration paid $ 13,000,000 Net assets acquired and liabilities assumed Schedule of net asset acquired and liabilities assumed Cash and cash equivalents $ 107,689 Property 36,882 Total assets 144,571 Accounts payable and accrued liabilities 1,711,349 Notes payable 526,385 Deferred revenue 777,903 Total liabilities $ 3,015,637 Net liabilities assumed $ 2,871,066 The Company has allocated the fair value of the total consideration paid of $ 10,400,000 2,600,000

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 7 – INTANGIBLE ASSETS As of March 31, 2022, the balance of intangible assets was $ 2,491,677 108,333 650,000 866,666 866,666 216,668

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	NOTE 8 – 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 March 31, 2022, and December 31, 2021: Schedule of accrued liabilities March 31, 2022 December 31, 2021 Accounts payable and accrued expense 2,298,240 $ 588,275 Accrued interest 259,179 189,527 Soundstr Obligation 145,529 145,259 Total accounts payable and accrued liabilities 2,702,948 $ 923,061

PURCHASE LIABILITY

PURCHASE LIABILITY	3 Months Ended
	Mar. 31, 2022
Purchase Liability
PURCHASE LIABILITY	NOTE 9 – PURCHASE LIABILITY The balance of the company’s Purchase Liability at March 31, 2022, and December 31, 2021 was $ 7,979,984 300,000 Under the terms of the business acquisition of Stage It described in Note 6, during the three months ended March 31, 2022 the Company had a contingent Earnout Liability of $ 7,679,984 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 The purchase liability was 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	3 Months Ended
	Mar. 31, 2022
Shares To Be Issued
SHARES TO BE ISSUED	NOTE 10 – SHARES TO BE ISSUED As of December 31, 2021 the Company had not yet issued 5,204,352 247,707 93,523,037 944,583

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
Notes Payable
NOTES PAYABLE	NOTE 11 – NOTES PAYABLE The balance of the Notes Payable outstanding as of March 31, 2022, and December 31, 2021, was $ 1,142,542 869,157 12,000 8 857,157 During the three months ended March 31, 2022, the Company added $ 273,385

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 12 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consist of the following: Schedule of Convertible notes payable March 31, December 31, Various Convertible Notes $ 43,500 43,500 Golock Capital, LLC Convertible Notes (a) 339,011 339,011 Other Convertible Notes (b) 256,203 253,203 Total Convertible Notes $ 638,714 635,714 (a) 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 0.015 2,500,000 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 requested 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 (b) During the year ended December 31, 2021, GHS Investments funded an 8 165,000 0.0171 As of March 31, 2022, $ 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.

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 14 – STOCKHOLDERS’ DEFICIT Common stock The Company has authorized 2,000,000,000 0.0001 1,459,256,460 1,411,799,497 Preferred Stock Series A 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 As of March 31, 2022 and 2021 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 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. As of March 31, 2022, and December 31, 2021, there were 4,250,579 Preferred Stock Series B On January 3, 2022, the Company authorized and designated a class of 1,600 0.0001 1,535 1,500,000 Pursuant to the Series B Designation, each share of Series B Preferred Stock may be converted into $ 1,200 42,000 300,000 As of March 31, 2022 and December 31, 2021, there were 1,535 0 Warrants In connection with the issuance of Series B Preferred Stock to the Company described in Note 14, the Company issued 133,689,840 0.01122 A summary of warrants is as follows: Schedule of warrants Number of Weighted Balance outstanding, December 31, 2019 23,805,027 0.079 Warrants expired or forfeited - - 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 Warrants granted March 31, 2022 133,689,640 $ 0.01122 Balance outstanding and exercisable, March 31, 2022 149,489,959 $ 0.0109 Information relating to outstanding warrants on March 31, 2022, summarized by exercise price, is as follows: The weighted-average remaining contractual life of all warrants outstanding and exercisable on March 31, 2022 is 4.42

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENT AND CONTINGENCIES	NOTE 15 – 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 the 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 March 31, 2022, 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 16 – SUBSEQUENT EVENTS On April 19, 2022, the Company entered a Securities Purchase Agreement with GHS whereby GHS agreed to purchase, Two Hundred and Fifty Thousand Dollars ($250,000) of the Company’s Series B Convertible Preferred Stock in exchange for Two Hundred and Fifty (250) shares of Series B Convertible Preferred Stock. The Company issued to GHS commitment shares of Ten (10) shares of Series B Convertible Preferred Stock and a warrant (the “Warrant”) to purchase the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock (the “Warrant Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series B Convertible Preferred Stock and the Warrant Shares. In connection with this issuance, the Company amended and restated its Certificate of Designation increasing the authorized Series B shares from 1,600 shares to 2,500 shares. Additionally, subsequent to March 31, 2022 the Company issued 15,229,816

SIGNIFICANT AND CRITICAL ACCO_2

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP The Company consolidates its results with its wholly-owned subsidiary, Stage It Corp.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production. The Company also recognizes revenue on the sale of CDs and USB drives that contain the recording of live concerts and are made available to concert attendees immediately after the show and online. 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. As of March 31, 2022 and December 31, 2021 deferred revenue amounted to $ 857,326 74,225
Management’s Representation of Interim Financial Statements	Management’s Representation of Interim Financial Statements The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been 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 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.
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 the determination of goodwill and intangible assets, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates.
Stock Purchase Warrants	Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.
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.
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 is then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on March 31, 2022, because their impact was anti-dilutive. As of March 31, 2022, the Company had 149,489,159 20,333,526
Property and Equipment	Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. The threshold for depreciating office equipment is $ 200 1,000 Schedule of estimated useful lives of property and equipment Computers, software, and office equipment 3 Furniture and fixtures 7 As of March 31, 2022, the Company’s property, which consisted solely of computers, amounted to $ 35,002 0 1,880 0
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.
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.

SIGNIFICANT AND CRITICAL ACCO_3

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of estimated useful lives of property and equipment	Schedule of estimated useful lives of property and equipment Computers, software, and office equipment 3 Furniture and fixtures 7

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of fair value of consideration	Schedule of fair value of consideration Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share $ 418,917 Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share 944,583 Net liabilities assumed 2,871,066 Earnout liability 7,679,984 Cash paid 1,085,450 Fair value of total consideration paid $ 13,000,000
Schedule of net asset acquired and liabilities assumed	Schedule of net asset acquired and liabilities assumed Cash and cash equivalents $ 107,689 Property 36,882 Total assets 144,571 Accounts payable and accrued liabilities 1,711,349 Notes payable 526,385 Deferred revenue 777,903 Total liabilities $ 3,015,637 Net liabilities assumed $ 2,871,066

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
Schedule of accrued liabilities	Schedule of accrued liabilities March 31, 2022 December 31, 2021 Accounts payable and accrued expense 2,298,240 $ 588,275 Accrued interest 259,179 189,527 Soundstr Obligation 145,529 145,259 Total accounts payable and accrued liabilities 2,702,948 $ 923,061

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Convertible notes payable	Schedule of Convertible notes payable March 31, December 31, Various Convertible Notes $ 43,500 43,500 Golock Capital, LLC Convertible Notes (a) 339,011 339,011 Other Convertible Notes (b) 256,203 253,203 Total Convertible Notes $ 638,714 635,714

STOCKHOLDERS_ DEFICIT (Tables)

STOCKHOLDERS’ DEFICIT (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Schedule of warrants	Schedule of warrants Number of Weighted Balance outstanding, December 31, 2019 23,805,027 0.079 Warrants expired or forfeited - - 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 Warrants granted March 31, 2022 133,689,640 $ 0.01122 Balance outstanding and exercisable, March 31, 2022 149,489,959 $ 0.0109

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative)	3 Months Ended
	Mar. 31, 2022shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	93,523,037
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

GONING CONCERN (Details Narrati

GONING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 60,458		$ 36,958
Net cash used in operating activities	248,739	$ 174,019
Accumulated deficit	15,028,400		$ 13,835,294
Negative working capital	$ 14,595,097

SIGNIFICANT AND CRITICAL ACCO_4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details)	3 Months Ended
	Mar. 31, 2022
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Preoperty and equipment useful life	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Preoperty and equipment useful life	7 years

SIGNIFICANT AND CRITICAL ACCO_5

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Deferred revenue	$ 857,326		$ 74,225
Fixed asset net	35,002		$ 0
Depreciation expense	1,880	$ 0
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Threshold for depreciating	200
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Threshold for depreciating	$ 1,000
Convertible Notes Payables [Member]
Property, Plant and Equipment [Line Items]
Potentially dilutive securities, outstanding	20,333,526
Warrant [Member]
Property, Plant and Equipment [Line Items]
Potentially dilutive securities, outstanding	149,489,159

PREPAID EXPENSE (Details Narrat

PREPAID EXPENSE (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Jan. 09, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Prepaid expenses	$ 100,000	$ 464,336	$ 100,000
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 4, 2020.

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Revenues from related party	$ 5,049	$ 2,261
License cost	252	$ 113
Accrued payroll-officers	231,750		$ 233,750
Two Officers [Member]
Related Party Transaction [Line Items]
Accrued payroll-officers	231,750		233,750
Chief Executive Officers' [Member]
Related Party Transaction [Line Items]
Compensation cost	$ 170,000
Advances from company			$ 10,000

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details) - V N U E Acquisition [Member]	Feb. 13, 2022USD ($)
Business Acquisition [Line Items]
Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share	$ 418,917
Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share	944,583
Net liabilities assumed	2,871,066
Earnout liability	7,679,984
Cash paid	1,085,450
Fair value of total consideration paid	$ 13,000,000

BUSINESS ACQUISITION (Details 1

BUSINESS ACQUISITION (Details 1) - V N U E Acquisition [Member]	Feb. 13, 2022USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 107,689
Property	36,882
Total assets	144,571
Accounts payable and accrued liabilities	1,711,349
Notes payable	526,385
Deferred revenue	777,903
Total liabilities	3,015,637
Net liabilities assumed	$ 2,871,066

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - V N U E Acquisition [Member] - USD ($)	1 Months Ended
	Feb. 14, 2022	Feb. 13, 2022
Business Acquisition [Line Items]
Number of shares acquisition	135,000,000
Fair value consideration paid to goodwill		$ 10,400,000
Fair value consideration paid to intangible assets		$ 2,600,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	$ 2,491,677
Amortization of intangible assets	108,333
2022	650,000
2023	866,666
2024	866,666
2025	$ 216,668

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable and accrued expense	$ 2,298,240	$ 588,275
Accrued interest	259,179	189,527
Soundstr Obligation	145,529	145,259
Total accounts payable and accrued liabilities	$ 2,702,948	$ 923,061

PURCHASE LIABILITY (Details Nar

PURCHASE LIABILITY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 16, 2017	Mar. 31, 2022	Dec. 31, 2021
Dividends Payable [Line Items]
Earnout Liabilities		$ 7,679,984
Dividend Declared [Member]
Dividends Payable [Line Items]
Purchase liability	$ 300,000	$ 7,979,984	$ 300,000
Purchase price	$ 50,000

SHARES TO BE ISSUED (Details Na

SHARES TO BE ISSUED (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Shares To Be Issued
Common stock to be issued, shares		5,204,352
Common stock to be issued, value		$ 247,707
Number of shares issuable	93,523,037
Number of shares issuable, value	$ 944,583

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022
Short-Term Debt [Line Items]
Notes payable	$ 869,157	$ 1,142,542
Interest rate	8.00%
Other notes payable	$ 857,157
Liabilities for acquisition		$ 273,385
Note Payable [Member]
Short-Term Debt [Line Items]
Notes payable	$ 12,000

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)		1 Months Ended	12 Months Ended
		Feb. 02, 2018	Dec. 31, 2021		Mar. 31, 2022		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Short-Term Debt [Line Items]
Convertible notes payable			$ 635,714		$ 638,714
Exercise price			$ 0.0079		$ 0.0109		$ 0.079	$ 0.079
GHS Investments [Member]
Short-Term Debt [Line Items]
Interest rate					8.00%
Convertible promissory note			$ 165,000
Conversion price					$ 0.0171
Various Convertible Notes [Member]
Short-Term Debt [Line Items]
Convertible notes payable			43,500		$ 43,500
Golock Capital, LLC Convertible Notes [Member]
Short-Term Debt [Line Items]
Convertible notes payable			339,011	[1]	339,011	[1]			$ 302,067
Principal amount		$ 40,000
Interest rate		10.00%
Maturity date description		November 2, 2018
Exercise price		$ 0.015
Warrant issued to common stock		2,500,000
Related debt discount		$ 40,000							$ 0
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.
Increase/decrease in derivative liability		$ 553,000
Financing cost		$ 43,250
Other Convertible Notes [Member]
Short-Term Debt [Line Items]
Convertible notes payable	[2]		$ 253,203		$ 256,203
[1]	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 0.015 2,500,000 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
[2]	During the year ended December 31, 2021, GHS Investments funded an 8 165,000 0.0171

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	Apr. 29, 2019	Feb. 02, 2018	Mar. 31, 2022		Dec. 31, 2019	Dec. 31, 2021		Dec. 31, 2018
Short-Term Debt [Line Items]
Convertible notes payable			$ 638,714			$ 635,714
Golock Capital, LLC Convertible Notes [Member]
Short-Term Debt [Line Items]
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.
Convertible notes payable			339,011	[1]		$ 339,011	[1]	$ 302,067
Debt instrument, principal amount			339,011
Amount of additional penalties and interest			1,172,782
Amendment [Member] | Golock [Member]
Short-Term Debt [Line Items]
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 requested conversion.
Debt conversion, converted instrument, amount					$ 53,331
Debt conversion, converted instrument, accured interest					$ 23,102
Debt conversion, converted instrument, shares issued					100,000,000
Convertible notes payable					$ 339,010
Notes past due					$ 285,679
Amendment [Member] | Lender [Member]
Short-Term Debt [Line Items]
Notes past due			$ 73,204
[1]	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 0.015 2,500,000 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

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Warrants Outstanding, Begining Balance	15,800,319	23,805,027	23,805,027
Weighted average exercise price or warrants outstanding, Begining Balance	$ 0.0079	$ 0.079	$ 0.079
Warrants expired or forfeited		(8,004,708)
Weighted average exercise price, Warrants expired or forfeited
Warrants granted	133,689,640
Weighted average exercise price, Warrants granted	$ 0.01122
Number of Warrants Outstanding, Ending Balance	149,489,959	15,800,319	23,805,027
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance	$ 0.0109	$ 0.0079	$ 0.079

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)	Jan. 03, 2022	Jul. 02, 2019	Mar. 31, 2022	Dec. 31, 2021	May 22, 2019
Class of Stock [Line Items]
Common stock, shares authorized			2,000,000,000	2,000,000,000
Common stock par value			$ 0.0001	$ 0.0001
Common stock, shares issued			1,459,256,460	1,411,799,497
Common stock, shares outstanding			1,459,256,460	1,411,799,497
Common stock capitalized		2,000,000,000
Preferred stock capitalized		5,000,000
Warrants issued			133,689,840
Strike price			$ 0.01122
Weighted-average remaining contractual life			4 years 5 months 1 day
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Shares authorized		20,000,000
Preferred stock, designated					4,126,776
Series A 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
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Shares authorized	1,600
Preferred stock, par value	$ 0.0001
Preferred stock, designated	1,600
Number of restricted shares issued	1,535
Return amount	$ 1,500,000
Common stock shares converted	1,200
Financing fees	$ 42,000
Expense for the beneficial conversion feature	$ 300,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Shares authorized			1,600	1,600
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares issued			1,535	0
Preferred stock, shares outstanding			1,535	0

COMMITMENT AND CONTINGENCIES (D

COMMITMENT AND CONTINGENCIES (Details Narrative)	1 Months Ended	3 Months Ended
	Oct. 31, 2015	Mar. 31, 2022
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.
September 1, 2018 [Member] | Initial joint venture agreement [Member] | MRI [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 March 31, 2022, no net revenue was generated from the JV.

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - shares	2 Months Ended	3 Months Ended
	May 19, 2022	Mar. 31, 2022
Subsequent Event [Line Items]
Preferred Stock, description		Company entered a Securities Purchase Agreement with GHS whereby GHS agreed to purchase, Two Hundred and Fifty Thousand Dollars ($250,000) of the Company’s Series B Convertible Preferred Stock in exchange for Two Hundred and Fifty (250) shares of Series B Convertible Preferred Stock.
Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued	15,229,816