Exhibit 99.1
VNUE, Inc. and Stage It Corp.
Unaudited Proforma Consolidated Balance Sheets
For the Year Ended December 31, 2021
| | Vnue, Inc. | | | StageIt Corp. | | | | | | Consolidated | |
| | December 31, | | | December 31, | | | Acquisition | | | December 31, | |
| | 2021 | | | 2021 | | | Entries | | | 2021 | |
Assets | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | |
Cash | | $ | 36,958 | | | $ | 19,970 | | | | | | | $ | 56,928 | |
Accounts receivable -net | | | - | | | | | | | | | | | | - | |
Prepaid expenses | | | 464,336 | | | | 743 | (b) | | | (246,275 | ) | | | 218,804 | |
Total current assets | | | 501,294 | | | | 20,713 | | | | (246,275 | ) | | | 275,732 | |
Property and equipment, net | | | - | | | | 54,403 | | | | | | | | 54,403 | |
Goodwill | | | - | | | | - | (a)(b)(c) | | | 10,339,907 | | | | 10,339,907 | |
Intangible Assets | | | - | | | | - | (c)(d) | | | 1,723,318 | | | | 1,723,318 | |
Total Assets | | $ | 501,294 | | | $ | 75,116 | | | $ | 11,816,951 | | | $ | 12,393,360 | |
| | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 1,579,713 | | | | 2,957,648 | | | | (455,226 | ) | | $ | 4,082,135 | |
Accrued payroll officer | | | 209,750 | | | | - | | | | - | | | | 209,750 | |
Accrued interest | | | | | | | 995,660 | (a) | | | (995,660 | ) | | | - | |
Accrued interest related party | | | | | | | 939,106 | (a) | | | (939,106 | ) | | | - | |
Notes payable | | | 869,157 | | | | 497,578 | (a) | | | | | | | 1,366,735 | |
Convertible notes | | | 635,714 | | | | 315,000 | (a) | | | (315,000 | ) | | | 635,714 | |
Due to VNUE | | | | | | | 246,275 | (e) | | | (246,275 | ) | | | | |
Convertible notes related party | | | - | | | | 547,500 | (a) | | | (547,500 | ) | | | - | |
Derivative liability | | | - | | | | 2,670,164 | (a) | | | (2,670,164 | ) | | | - | |
Total Current Liabilities | | | 3,294,334 | | | | 9,168,930 | | | | (6,168,930 | ) | | | 6,294,334 | |
Total liabilities | | | 3,294,334 | | | | 9,168,930 | | | | (6,168,930 | ) | | | 6,294,334 | |
| | | | | | | | | | | | | | | | |
Commitments and Contingencies | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | |
Common stock | | | 141,177 | | | | 97 | (a)(b) | | | 23,403 | | | | 164,677 | |
Series A preferred stock | | | 425 | | | | 4 | (a)(b) | | | (4 | ) | | | 425 | |
Series A-1 preferred stock | | | | | | | 25 | (a)(b) | | | (25 | ) | | | - | |
Series A-2 preferred stock | | | | | | | 20 | (a)(b) | | | (20 | ) | | | - | |
Series A-3 preferred stock | | | | | | | 20 | (a)(b) | | | (20 | ) | | | - | |
Additional Paid-In Capital | | | 10,900,652 | | | | 4,454,592 | (a)(b) | | | 5,275,634 | | | | 20,630,877 | |
Accumulated Deficit | | | (13,835,294 | ) | | | (13,548,572 | )(a)(b)(d) | | | 12,686,913 | | | | (14,696,953 | ) |
Total Stockholders’ Equity | | | (2,793,040 | ) | | | (9,093,815 | ) | | | 17,985,881 | | | | 6,099,026 | |
Total Liabilities and Stockholders’ Equity | | $ | 501,294 | | | $ | 75,116 | | | $ | 11,816,951 | | | $ | 12,393,360 | |
Notes
| (a) | To record acquisition purchase price of $10,000,000 comprised of $1,500,000 in cash and up to $8,500,000 of common stock based upon certain acquisition performance milestone being achieved. Additionally, the amount of liabilities assumed by the Company at closing will be capped at $3,000,000. For the purposes of the proforma analysis, it is estimated that all of performance milestones will be achieved. The acquisition consideration of $1,500,000 was raised by selling common stock at a price of approximately $0.01 per share and the $8,500,000 is estimated to issued at an average price of $0.15. Addtionally, 80% of the acquisition consideration paid was allocated to goodwill and 20% was allocated to intangible assets with an expected amortization period of 3 years. These estimates will be subject to further analysis and adjustment by the Company as it completes its acquisition accounting |
| (b) | To cancel and reclass the capital structure of Stage It |
| (c) | To record intangible assets at 20% of goodwill |
| (d) | To record amortization expense of $861,658, as if the acquisition had occurred at the beginning of the year (based on a three year estimated life |
| (e) | To offset intercompany activity pre-acquisition |
VNUE, Inc. and Stage It Corp.
Unaudited Proforma Consolidated Statements of Operations
For the Year Ended December 31, 2021
| | Vnue, Inc. | | | StageIt Corp. | | | | | | Consolidated | |
| | December 31, | | | December 31, | | | Acquisition | | | December 31, | |
| | 2021 | | | 2021 | | | Entries | | | 2021 | |
Revenue-net | | $ | 100,476 | | | $ | 923,305 | | | | | | | $ | 1,023,781 | |
Cost of Sales | | | 153,181 | | | | 559,405 | | | | | | | | 712,586 | |
Gross Profit | | | (52,705 | ) | | | 363,900 | | | | | | | | 311,195 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
Amortization of intangible assets | | | - | | | | - | (a) | | | 861,659 | | | | 861,659 | |
General and administrative expenses | | | 932,134 | | | | 257,002 | | | | | | | | 1,189,136 | |
Contractor expenses | | | - | | | | 259,686 | | | | | | | | 259,686 | |
Payroll expense | | | - | | | | 1,352,397 | | | | | | | | 1,352,397 | |
Legal and professional fees | | | - | | | | 154,654 | | | | | | | | 154,654 | |
Total operating expenses | | | 932,134 | | | | 2,023,740 | | | | 861,659 | | | | 3,817,533 | |
Loss from operations | | | (984,839 | ) | | | (1,659,840 | ) | | | (861,659 | ) | | | (3,506,338 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Loss on the extinguishment of debt | | | (80,227 | ) | | | | | | | | | | | (80,227 | ) |
Other income (expense) | | | 1,172,789 | | | | | | | | | | | | 1,172,789 | |
Change in the fair value of derivative liability | | | 3,156,582 | | | | (265,182 | ) | | | | | | | 2,891,400 | |
Interest expense | | | (343,923 | ) | | | (562,782 | ) | | | | | | | (906,705 | ) |
Total other income | | | 3,905,221 | | | | (827,964 | ) | | | | | | | 3,077,257 | |
Net loss | | $ | 2,920,382 | | | | (2,487,803 | ) | | | (861,659 | ) | | $ | (429,080 | ) |
| | | | | | | | | | | | | | | | |
Basic and fully diluted loss per share | | $ | 0.00 | | | $ | (2.56 | ) | | | | | | $ | (0.00 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding | | | 1,300,621,328 | | | | 972,614 | (b) | | | 234,027,386 | | | | 1,534,648,714 | |
| (a) | To record amortization expense of intangible assets as if the acquisition had occurred on January 1, 2021 |
| (b) | To adjust share count to reflect potential shares issuance based on Company estimated avg. share price at the time of issuance |