Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||
Cash | $ 60,458 | $ 36,958 | $ 4,458 | |
Prepaid expenses | 464,336 | 100,000 | ||
Total current assets | 160,458 | 501,294 | 104,458 | |
Total assets | 13,087,127 | 501,294 | 104,458 | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 923,061 | 2,372,072 | ||
Shares to be issued | 1,192,290 | 247,707 | 247,707 | |
Accrued payroll-officers | 231,750 | 233,750 | 209,750 | |
Advances from former officer | 720 | 720 | ||
Advances from officer | 10,000 | 10,000 | 0 | |
Notes payable | 1,142,542 | 869,157 | 34,000 | |
Deferred revenue | 857,326 | 74,225 | 74,225 | |
Convertible notes payable | 638,714 | 635,714 | 1,956,922 | |
Purchase liability | 7,979,984 | 300,000 | 300,000 | |
Derivative liability | 0 | 3,156,582 | ||
Total current liabilities | 14,755,555 | 3,294,334 | 8,351,979 | |
Total liabilities | 14,755,555 | 3,294,334 | 8,351,979 | |
Commitments and Contingencies | 0 | 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 | 145,925 | 141,177 | 121,149 | |
Additional paid-in capital | 13,213,622 | 10,900,652 | 8,386,593 | |
Accumulated deficit | (15,028,400) | (13,835,294) | (16,755,676) | |
Total stockholders’ deficit | (2,793,040) | (8,247,522) | $ (4,025,052) | |
Total Liabilities and Stockholders’ Deficit | $ 13,087,127 | $ 501,294 | $ 104,458 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | 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 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 |
Common stock, shares outstanding | 1,459,256,460 | 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 | |||
Net income | 1,991,101 | 1,991,101 | |||
Ending Balance, shares at Mar. 31, 2021 | 1,211,495,162 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 413 | $ 121,149 | 8,386,593 | (16,755,676) | (8,247,522) |
Beginning 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 | |||
Shares issued for services | $ 600 | $ 56,200 | 56,800 | ||
Shares issued for services, shares | 6,000,000 | ||||
Net income | $ (1,193,106) | $ (1,193,106) | |||
Ending Balance, shares at Mar. 31, 2022 | 1,459,256,460 |
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 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Prepaid expense | $ 100,000 | ||
Total current assets | 104,458 | ||
Total assets | 104,458 | ||
Current liabilities: | |||
Accrued liabilities | 466,801 | ||
Accrued interest | 2,372,072 | ||
Notes payable | 34,000 | ||
Convertible notes | 1,956,922 | ||
Total current liabilities | 8,351,979 | ||
Total liabilities | 8,351,979 | ||
Commitments and contingencies | 0 | ||
Stockholders’ Equity: | |||
Preferred Stock value | 413 | ||
Common stock, $0.0001 par value, 20,000,000 shares authorized, 972,614 shares issued and outstanding as of December 31, 2020 and 2019 | 121,149 | ||
Additional paid in capital | 8,386,593 | ||
Accumulated deficit | (16,755,676) | ||
Total stockholders’ equity | (8,247,521) | ||
Total liabilities and equity | 104,458 | ||
Stage It Corp [Member] | |||
Current assets: | |||
Cash and cash equivalents | 281,003 | $ 88,457 | |
Prepaid expense | 1,288 | ||
Other assets | 127,874 | 118,795 | |
Total current assets | 408,877 | 208,540 | |
Fixed assets -net | 62,912 | ||
Total assets | 471,789 | 208,540 | |
Current liabilities: | |||
Accounts payable | 427,087 | 223,795 | |
Accrued liabilities | 1,785,861 | 699,914 | |
Accrued interest | 650,654 | 502,916 | |
Accrued interest -related party | 767,715 | 617,891 | |
Notes payable | 179,000 | [1] | 179,000 |
Convertible notes -related party | 547,500 | 547,500 | |
Convertible notes | 315,000 | 315,000 | |
Derivative liability | 2,404,981 | 2,099,025 | |
Total current liabilities | 7,077,798 | 5,185,041 | |
Total liabilities | 7,077,798 | 5,185,041 | |
Commitments and contingencies | |||
Stockholders’ Equity: | |||
Common stock, $0.0001 par value, 20,000,000 shares authorized, 972,614 shares issued and outstanding as of December 31, 2020 and 2019 | 97 | 97 | |
Additional paid in capital | 3,963,327 | 3,963,327 | |
Accumulated deficit | (10,569,502) | (8,939,994) | |
Total stockholders’ equity | (6,606,009) | (4,976,502) | |
Total liabilities and equity | 471,789 | 208,540 | |
Stage It Corp [Member] | Preferred Stock A [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | 4 | 4 | |
Stage It Corp [Member] | Preferred Stock A 1 [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | 25 | 25 | |
Stage It Corp [Member] | Preferred Stock A 2 [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | 20 | 20 | |
Stage It Corp [Member] | Preferred Stock A 3 [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | $ 20 | $ 20 | |
[1]Notes payable are comprised of a note for $179,000 at 15% interest in both period that is past due, a promissory note for $250,000 at 15% interest, advances of $35,000, and $415,922 in loans under the terms of revenue factoring agreement with three different lenders at an average rate of 18% |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, 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, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||
Common stock, shares issued | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 | ||
Common stock, shares outstanding | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 | ||
Stage It Corp [Member] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, shares issued | 972,614 | 972,614 | 972,614 | ||
Common stock, shares outstanding | 972,614 | 972,614 | 972,614 | ||
Preferred Stock A [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 400,000 | 400,000 | 400,000 | ||
Preferred stock, shares issued | 40,000 | 40,000 | 40,000 | ||
Preferred stock, shares outstanding | 40,000 | 40,000 | 40,000 | ||
Preferred Stock A 1 [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||
Preferred stock, shares issued | 246,543 | 246,543 | 246,543 | ||
Preferred stock, shares outstanding | 246,543 | 246,543 | 246,543 | ||
Preferred Stock A 2 [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | ||
Preferred stock, shares outstanding | 200,000 | 200,000 | 200,000 | ||
Preferred Stock A 3 [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 300,000 | 300,000 | 300,000 | ||
Preferred stock, shares issued | 196,522 | 196,522 | 196,522 | ||
Preferred stock, shares outstanding | 196,522 | 196,522 | 196,522 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
General and administrative expenses | $ 601,022 | |
Income(loss) from operations | (587,058) | |
Other income (expense) | ||
Net loss | (4,553,777) | |
Stage It Corp [Member] | ||
Revenue-net | 890,846 | $ (4,809) |
Operating expenses: | ||
General and administrative expenses | 231,340 | 51,764 |
Contractor expenses | 455,028 | 1,805 |
Payroll expense | 1,142,057 | 41,331 |
Legal and professional fees | 88,411 | |
Total operating expenses | 1,916,836 | 94,900 |
Income(loss) from operations | (1,025,990) | (99,709) |
Other income (expense) | ||
Change in derivative liability | (305,956) | (2,099,025) |
Interest expense | (297,562) | (257,289) |
Other income (expense), net | (603,518) | (2,356,314) |
Net loss | $ (1,629,508) | $ (2,456,023) |
Basic and diluted earnings (loss) per common share | $ (1.68) | $ (2.53) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 972,614 | 972,614 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - Stage It Corp [Member] - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series A One [Member] | Preferred Stock Series A Two [Member] | Preferred Stock Series A Three [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total [Member] |
Beginning balance, value at Dec. 31, 2018 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | $ 3,963,327 | $ (6,483,971) | $ (2,520,478) |
Balance, shares at Dec. 31, 2018 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (2,456,023) | (2,456,023) | ||||||
Ending balance, value at Dec. 31, 2019 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (8,939,994) | (4,976,501) |
Balance, shares at Dec. 31, 2019 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (617,171) | (617,171) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (9,557,166) | (5,593,672) |
Balance, shares at Sep. 30, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Beginning balance, value at Dec. 31, 2019 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (8,939,994) | (4,976,501) |
Balance, shares at Dec. 31, 2019 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (1,629,508) | (1,629,508) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (10,569,502) | (6,606,009) |
Balance, shares at Dec. 31, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Beginning balance, value at Dec. 31, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (10,569,502) | (6,606,009) |
Balance, shares at Dec. 31, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (2,813,659) | (2,813,659) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 4,454,592 | (13,383,162) | (8,928,404) |
Balance, shares at Sep. 30, 2021 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Beginning balance, value at Dec. 31, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | $ 3,963,327 | $ (10,569,502) | $ (6,606,009) |
Balance, shares at Dec. 31, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (4,553,777) | |
Change in balance sheet accounts | ||
Prepaid expenses | (100,000) | |
Accrued interest | 100,500 | |
Net cash provided by (used in) operating activities | (518,493) | |
Cash flows from investing activities | ||
Net cash used in investing activities | 0 | |
Net increase (decrease) in cash and cash equivalents | (47,638) | |
Cash and cash equivalents at end of period | 4,458 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | |
Cash paid for income taxes | 0 | |
Stage It Corp [Member] | ||
Cash flows from operating activities | ||
Net loss | (1,629,508) | $ (2,456,023) |
Depreciation | 4,468 | |
Change in balance sheet accounts | ||
Prepaid expenses | 1,288 | (1,288) |
Other assets | (9,079) | (21,834) |
Accounts payable | 203,292 | 13,795 |
Accrued liabilities | 1,085,947 | 98,529 |
Accrued interest | 297,562 | 257,289 |
Derivative liability | 305,956 | 2,099,025 |
Net cash provided by (used in) operating activities | 259,926 | (10,506) |
Cash flows from investing activities | ||
Purchase of fixed assets | (67,380) | |
Net cash used in investing activities | (67,380) | |
Net increase (decrease) in cash and cash equivalents | 192,546 | (10,506) |
Cash and cash equivalents at beginning of period | 88,457 | 98,963 |
Cash and cash equivalents at end of period | 281,003 | 88,457 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Balance Sheet (Unaudited)
Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 4,458 | ||
Prepaid expense | 100,000 | ||
Total current assets | 104,458 | ||
Total assets | 104,458 | ||
Current liabilities: | |||
Accrued liabilities | 466,801 | ||
Accrued interest | 2,372,072 | ||
Convertible notes | 1,956,922 | ||
Total current liabilities | 8,351,979 | ||
Total liabilities | 8,351,979 | ||
Commitments and contingencies | 0 | ||
Stockholders’ Equity: | |||
Preferred Stock value | 413 | ||
Common stock, $0.0001 par value, 20,000,000 shares authorized, 972,614 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 121,149 | ||
Additional paid in capital | 8,386,593 | ||
Accumulated deficit | (16,755,676) | ||
Total stockholders’ equity | (8,247,521) | ||
Total liabilities and equity | 104,458 | ||
Stage It Corp [Member] | |||
Current assets: | |||
Cash and cash equivalents | $ 69,342 | 281,003 | $ 88,457 |
Prepaid expense | 1,854 | 1,288 | |
Other assets | 127,874 | 118,795 | |
Total current assets | 71,196 | 408,877 | 208,540 |
Fixed assets -net | 60,303 | 62,912 | |
Total assets | 131,499 | 471,789 | 208,540 |
Current liabilities: | |||
Accounts payable | 599,817 | 427,087 | 223,795 |
Accrued liabilities | 2,313,671 | 1,785,861 | 699,914 |
Accrued interest | 840,197 | 650,654 | 502,916 |
Accrued interest -related party | 893,632 | 767,715 | 617,891 |
Notes payable | 879,922 | 179,000 | |
Convertible notes -related party | 547,500 | 547,500 | 547,500 |
Convertible notes | 315,000 | 315,000 | 315,000 |
Derivative liability | 2,670,163 | 2,404,981 | |
Total current liabilities | 9,059,902 | 7,077,798 | 5,185,041 |
Total liabilities | 9,059,902 | 7,077,798 | 5,185,041 |
Commitments and contingencies | |||
Stockholders’ Equity: | |||
Common stock, $0.0001 par value, 20,000,000 shares authorized, 972,614 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 97 | 97 | 97 |
Additional paid in capital | 4,454,592 | 3,963,327 | 3,963,327 |
Accumulated deficit | (13,383,161) | (10,569,502) | (8,939,994) |
Total stockholders’ equity | (8,928,404) | (6,606,009) | (4,976,502) |
Total liabilities and equity | 131,499 | 471,789 | 208,540 |
Stage It Corp [Member] | Preferred Stock A [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | 4 | 4 | 4 |
Stage It Corp [Member] | Preferred Stock A 1 [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | 25 | 25 | 25 |
Stage It Corp [Member] | Preferred Stock A 2 [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | 20 | 20 | 20 |
Stage It Corp [Member] | Preferred Stock A 3 [Member] | |||
Stockholders’ Equity: | |||
Preferred Stock value | $ 20 | $ 20 | $ 20 |
Balance Sheet (Unaudited) (Pare
Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, 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, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||
Common stock, shares issued | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 | ||
Common stock, shares outstanding | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 | ||
Stage It Corp [Member] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, shares issued | 972,614 | 972,614 | 972,614 | ||
Common stock, shares outstanding | 972,614 | 972,614 | 972,614 | ||
Preferred Stock A [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 400,000 | 400,000 | 400,000 | ||
Preferred stock, shares issued | 40,000 | 40,000 | 40,000 | ||
Preferred stock, shares outstanding | 40,000 | 40,000 | 40,000 | ||
Preferred Stock A 1 [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||
Preferred stock, shares issued | 246,543 | 246,543 | 246,543 | ||
Preferred stock, shares outstanding | 246,543 | 246,543 | 246,543 | ||
Preferred Stock A 2 [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | ||
Preferred stock, shares outstanding | 200,000 | 200,000 | 200,000 | ||
Preferred Stock A 3 [Member] | Stage It Corp [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 300,000 | 300,000 | 300,000 | ||
Preferred stock, shares issued | 196,522 | 196,522 | 196,522 | ||
Preferred stock, shares outstanding | 196,522 | 196,522 | 196,522 |
Statements of Operation (Unaudi
Statements of Operation (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
General and administrative expenses | $ 601,022 | |||
Income(loss) from operations | (587,058) | |||
Other income (expense) | ||||
Net loss | $ (4,553,777) | |||
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 1,135,193,463 | |||
Stage It Corp [Member] | ||||
Revenue-net | $ 313,811 | $ 895,145 | $ 890,846 | $ (4,809) |
Operating expenses: | ||||
General and administrative expenses | 212,728 | 122,032 | 231,340 | 51,764 |
Contractor expenses | 259,686 | 242,963 | 455,028 | 1,805 |
Payroll expense | 1,320,436 | 658,317 | 1,142,057 | 41,331 |
Stock-based compensation | 491,265 | |||
Legal and professional fees | 114,150 | 36,365 | 88,411 | |
Total operating expenses | 2,398,265 | 1,059,677 | 1,916,836 | 94,900 |
Income(loss) from operations | (2,084,454) | (164,532) | (1,025,990) | (99,709) |
Other income (expense) | ||||
Change in derivative liability | (265,182) | (229,467) | (305,956) | (2,099,025) |
Interest expense | (464,023) | (223,172) | (297,562) | (257,289) |
Other income (expense), net | (729,205) | (452,639) | (603,518) | (2,356,314) |
Net loss | $ (2,813,659) | $ (617,171) | $ (1,629,508) | $ (2,456,023) |
Basic and diluted earnings (loss) per common share | $ (2.89) | $ (0.63) | $ (1.68) | $ (2.53) |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 972,614 | 972,614 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Unaudited) - Stage It Corp [Member] - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series A One [Member] | Preferred Stock Series A Two [Member] | Preferred Stock Series A Three [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total [Member] |
Beginning balance, value at Dec. 31, 2018 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | $ 3,963,327 | $ (6,483,971) | $ (2,520,478) |
Balance, shares at Dec. 31, 2018 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (2,456,023) | (2,456,023) | ||||||
Ending balance, value at Dec. 31, 2019 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (8,939,994) | (4,976,501) |
Balance, shares at Dec. 31, 2019 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (617,171) | (617,171) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (9,557,166) | (5,593,672) |
Balance, shares at Sep. 30, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Beginning balance, value at Dec. 31, 2019 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (8,939,994) | (4,976,501) |
Balance, shares at Dec. 31, 2019 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (1,629,508) | (1,629,508) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (10,569,502) | (6,606,009) |
Balance, shares at Dec. 31, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Beginning balance, value at Dec. 31, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 3,963,327 | (10,569,502) | (6,606,009) |
Balance, shares at Dec. 31, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Net income (loss) | (2,813,659) | (2,813,659) | ||||||
Stock based compensation | 491,265 | 491,265 | ||||||
Ending balance, value at Sep. 30, 2021 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | 4,454,592 | (13,383,162) | (8,928,404) |
Balance, shares at Sep. 30, 2021 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 | |||
Beginning balance, value at Dec. 31, 2020 | $ 4 | $ 25 | $ 20 | $ 20 | $ 97 | $ 3,963,327 | $ (10,569,502) | $ (6,606,009) |
Balance, shares at Dec. 31, 2020 | 40,000 | 246,543 | 200,000 | 196,522 | 972,614 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (4,553,777) | |||
Change in balance sheet accounts | ||||
Prepaid expenses | (100,000) | |||
Accrued liabilities | 100,500 | |||
Net cash provided by (used in) operating activities | (518,493) | |||
Cash flows from investing activities | ||||
Net cash used in investing activities | 0 | |||
Cash flows from financing activities: | ||||
Net cash provided by (used in) financing activities | 470,855 | |||
Net increase (decrease) in cash and cash equivalents | (47,638) | |||
Cash and cash equivalents at beginning of period | $ 4,458 | |||
Cash and cash equivalents at end of period | 4,458 | |||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 0 | |||
Cash paid for income taxes | 0 | |||
Stage It Corp [Member] | ||||
Cash flows from operating activities | ||||
Net loss | (2,813,659) | $ (617,171) | (1,629,508) | $ (2,456,023) |
Depreciation | 17,767 | 4,468 | ||
Stock based compensation | 491,265 | |||
Change in balance sheet accounts | ||||
Prepaid expenses | (1,854) | (2,480) | 1,288 | (1,288) |
Other assets | 127,874 | (75,038) | (9,079) | (21,834) |
Accounts payable | 172,729 | 195,210 | 203,292 | 13,795 |
Accrued liabilities | 527,811 | 729,760 | 297,562 | 257,289 |
Accrued interest | 315,460 | 223,172 | ||
Derivative liability | 265,182 | 229,467 | 305,956 | 2,099,025 |
Net cash provided by (used in) operating activities | (897,425) | 682,920 | 259,926 | (10,506) |
Cash flows from investing activities | ||||
Purchase of fixed assets | (15,157) | (21,789) | ||
Net cash used in investing activities | (15,157) | (21,789) | (67,380) | |
Cash flows from financing activities: | ||||
Proceeds from notes payable | 700,922 | |||
Net cash provided by (used in) financing activities | 700,922 | |||
Net increase (decrease) in cash and cash equivalents | (211,660) | 661,131 | 192,546 | (10,506) |
Cash and cash equivalents at beginning of period | 281,003 | 88,457 | 88,457 | 98,963 |
Cash and cash equivalents at end of period | 69,342 | 749,588 | 281,003 | 88,457 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes |
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 |
Commitments and Contingencies | 0 | 0 |
Stockholders’ Deficit | ||
Preferred stock, value | 425 | |
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 | 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 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 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, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 |
Common Stock, Shares, Outstanding | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 |
Series A Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 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, Par or Stated Value Per Share | $ 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 STATEM_2
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 costs and 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 |
Ending Balance, shares at Dec. 31, 2019 | 770,883,602 | |||||
Beginning Balance, shares at Dec. 31, 2019 | 770,883,602 | |||||
Shares issued for services | $ 50 | $ 100 | $ 100 | |||
Shares issued for services, Shares | 500,000 | |||||
Net loss | $ (4,553,777) | (4,553,777) | ||||
Ending balance, value at Dec. 31, 2020 | $ 413 | $ 121,149 | 8,386,593 | (16,755,676) | (8,247,521) | |
Ending 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, 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 | ||||
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 | 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 | ||||
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_3
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 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 | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 shares of TGRI common stock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and the transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. 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 | 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 | ||
Stage It Corp [Member] | ||||
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION History and Organization Stage It Corp. (“Stage It”, or the “Company”) is a Delaware corporation formed in that operates an online venue for live an interactive performances through its technology platform that enables content creators to perform and create ticketed events, and provides fans with an opportunity to watch live shows, and ask artists questions and request songs. Going Concern The accompanying 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 financial statements, during the nine months ended September 30, 2021 the Company incurred a net loss of $ 2,813,659 8,988,706 On As of September 30, 2021, the Company had cash on hand of $ 69,342 | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION History and Organization Stage It Corp. (“Stage It”, or the “Company”) is a Delaware corporation formed in that operates an online venue for live an interactive performances through its technology platform that enables content creators to perform and create ticketed events, and provides fans with an opportunity to watch live shows, and ask artists questions and request songs. Going Concern The accompanying 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 financial statements, during the year ended December 31, 2020 the Company incurred a net loss of $ 1,629,508 6,668,922 On December 31, 2020, the Company had cash on hand of $ 281,033 |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 and $ 74,225 , respectively. 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 outstanding warrants and 20,333,526 shares related to convertible notes payables respectively, which were excluded from the computation of net loss per share. 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 , and $ 1,000 for furniture and fixtures Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property and equipment Computers, software, and office equipment 3 years Furniture and fixtures 7 years As of March 31, 2022, the Company’s property, which consisted solely of computers, amounted to $ 35,002 and - 0 -, respectively. Depreciation expense for the three months ended March 31, 2022, and 2021, amounted to $ 1,880 and $- 0 -, respectively. 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. | 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. | ||
Stage It Corp [Member] | ||||
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the periods ended September 30, 2021 and December 31, 2020 the financial statements include the accounts of the Company, Stage It. Corporation. 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 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. Use of Estimates The preparation of the 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 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. 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”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto at December 31, 2020. 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 $ 2,670,163 2,404,091 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 Computers, software, and office equipment 3 Furniture and fixtures 7 As of September 30, 2021 and December 31, 2020 the Company’s property which consisted solely of computers amounted to $ 60,303 62,912 17,767 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 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 and, preferred stock and convertible notes. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on September 30, 2021 and December 31, 2020 respectively, because their impact was anti-dilutive. 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. | NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2020 and 2019, the financial statements include the accounts of the Company, Stage It. Corporation 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 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. Use of Estimates The preparation of the 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 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 $ 2,404,981 2,099,025 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 Computers, software, and office equipment 3 Furniture and fixtures 7 As of December 31, 2020 and 2019, the Company’s property, which consisted solely of computers, amounted to $ 62,912 0 4,468 0 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 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, which 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 and, preferred stock and convertible notes. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on December 31, 2020 and 2019, respectively, because their impact was anti-dilutive. 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 | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 and $ 464,336 . $ 100,000 of the prepaid expense in both periods relates to a January 9, 2020 agreement entered into by the Company with recording and performance artist, Matchbox Twenty “MT Agreement”), to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. This tour which has been delayed due to Covid-19 is expected to commence in summer of 2022. | 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 of the prepaid expense in both periods relates to a Jan 9th, 2020 an agreement entered into by the Company with recording and performance artist, Matchbox Twenty “MT Agreement”), to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 and $ 2,261 for the periods ended March 31, 2022, and 2021, respectively, were recorded using the assets licensed under this agreement. For the periods ended March 31, 2022, and 2021 the fees would have amounted to $ 252 and $ 113 respectively. The Company’s Chief Executive Officer agreed to waive the right to receive these license fees for both years and has never taken any fees pursuant to this agreement. Accrued Payroll to Officers Accrued payroll to two officers was $ 231,750 and $ 233,750 respectively, as of March 31, 2022, and December 31, 2021, respectively. The Chief Executive Officer’s compensation is $ 170,000 per year. Advances from Officers/Stockholders From time to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. During the year ended December 31, 2021, the Company’s CEO advanced $ 10,000 to the Company on an interest-free basis. That amount remained outstanding as of March 31, 2022. | 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 | ||
Stage It Corp [Member] | ||||
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS The Company entered into several convertible promissory notes in 2013, 2014 and 2015 with Evan Lowenstein the company founder and Director, Jaron Lowenstein the brother of Evan, Chuck Lowenstein the father of Evan. The Company also entered into several convertible promissory notes with Robert Jennings over the same period who is a Stage It Director. These notes were issued to fund the early growth of the Company. The notes were issued at 18 547,500 547,500 893,632 767,515 | NOTE 3 – RELATED PARTY TRANSACTIONS The Company entered into several convertible promissory notes in 2013, 2014 and 2015 with Evan Lowenstein the company founder and Director, Jaron Lowenstein the brother of Evan, Chuck Lowenstein the father of Evan. The company also entered into several convertible promissory notes with Robert Jennings over the same period who is a Stage It Director. These notes were issued to fund the early growth of the Company. The notes were issued at 18 547,500 547,500 767,715 617,891 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 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 | ||
Stage It Corp [Member] | ||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 4 – 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 September 30, 2021, and December 31, 2020. Schedule of accounts payable and accrued liabilities September 30, 2021 December 31, 2020 Accounts payable $ 599,817 $ 427,086 Accrued liabilities (a)(b) 2,313,671 1,785,861 Accrued interest 840,197 650,654 Accrued interest- related parties 893,632 767,715 Total accounts payable and accrued liabilities $ 4,647,317 $ 2,404,981 (a) Includes $887,120 in liabilities due to artists, $846,477 in unredeemed outstanding notes purchased by users, and $376,703 in payroll liabilities as of September 30, 2021 (b) Includes $946,537 in liabilities due to artists and $781,172 in unredeemed outstanding notes purchased by users as of December 31, 2020 | NOTE 4 – 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, 2020, and December 31, 2019. Schedule of accounts payable and accrued liabilities December 31, December 31, Accounts payable $ 427,086 $ 223,795 Accrued liabilities (a)(b) 1,785,861 699,914 Accrued interest 650,654 502,916 Accrued interest- related parties 767,715 617,891 Total accounts payable and accrued liabilities $ 2,404,981 $ 2,044,516 (a) Includes $946,537 in liabilities due to artists and $791,172 in unredeemed outstanding notes purchased by users as of December 31, 2020 (b) Includes $398,729 in liabilities due to artists and $297,795 in unredeemed outstanding notes purchased by users as of December 31, 2019 |
PURCHASE LIABILITY
PURCHASE LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 and $ 300,000 , respectively. 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 due to the shareholders of Stage It if Stage It operations achieve certain operating milestones. This liability will be subject to quarterly analysis. On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic. The purchase price for the acquisition was comprised of $ 50,000 paid in cash, and a purchase liability of $ 300,000 . 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. | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 shares of common stock with a value of $ 247,707 for past services provided and for an acquisition. During the three months ended March 31, 2022, pursuant to the acquisition of Stage It described throughout this Report, an additional 93,523,037 shares issuable to Stage It shareholders valued at $ 944,583 were added to the previous balance of 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
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 and $ 869,157 , respectively. The balances as of December 31, 2021 were comprised of two notes amounting to $ 12,000 and an 8 % note for $ 857,157 due to Ylimit payable on September 30, 2022. The two notes for $12,000 are past due an continue to accrue interest. During the three months ended March 31, 2022, the Company added $ 273,385 in note liabilities pursuant to the Stage It acquisition. These notes currently are not accruing interest. | NOTE 8 – NOTES PAYABLE The balance of the Notes Payable outstanding was $ 869,157 34,000 12,000 8 857,157 12,000 | |
Stage It Corp [Member] | |||
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The following table sets forth the components of the Company’s notes payable on September 30, 2021, and December 31, 2020. Schedule of notes payable September 30, December 31, Notes payable (a) $ 879,722 $ 179,000 Convertible notes related party-past due (b) 547,500 547,500 Convertible notes-past due (b) 315,000 315,000 Total notes payable $ 1,742,422 $ 1,041,500 (a) Notes payable are comprised of a note for $179,000 at 15% interest in both period that is past due, a promissory note for $250,000 at 15% interest, advances of $35,000, and $415,922 in loans under the terms of revenue factoring agreement with three different lenders at an average rate of 18% (b) The Company entered into several convertible promissory notes in 2013, 2014 and 2015 with several related parties (see Note 3) and third parties. These notes were issued to fund the early growth of the Company. The notes were issued at 18% interest compound annually and can only convert to common stock upon the occurrence of a qualified funding, which has not occurred |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | 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 with an interest rate at 10 % per annum and a maturity date of November 2, 2018 . The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $ 0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $ 40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of $ 553,000 at the date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $ 43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $ 302,067 and $ 0 , respectively, as of December 31, 2018. On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender requested conversion. During the year ending December 31, 2019, the Company issued new notes payable of $ 53,331 and $ 23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019, was $ 339,010 . As of December 31, 2019, $ 285,679 of these notes were past due. As of March 31, 2022 all of the Golock notes amounting to $ 339,011 were past due. As a result Golock has assessed the Company additional penalties and interest of $ 1,172,782 . The Company disagrees with the accrued interest and penalties due to Golock. Initially, the Company recorded this amount as a liability on its balance during the period ended March 31, 2021. Subsequent during the three month period ended September 30, 2021, the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached. (b) During the year ended December 31, 2021, GHS Investments funded an 8 %, $ 165,000 convertible promissory note maturing on November 16, 2021. This note is past due as of the date of this Report. The Company has continued accruing interest and no notice of default has been sent to the Company by GHS. The Company is currently negotiating with GHS to convert this loan to some form of Equity. The conversion price on the Note is fixed at $ 0.0171 . As of March 31, 2022, $ 73,204 of these notes due to one lender are past due. This lender is associated with Golock and the Company is disputing the validity of this note. 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. | 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 | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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. | ||
Stage It Corp [Member] | |||
DERIVATIVE LIABILITY | NOTE 6 – DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described in Note 3 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 September 30, 2021 and December 31, 2020 the derivative liabilities were valued using probability weighted option pricing models with the following assumptions: Schedule of derivative liabilities September 30, December 31, Exercise Price $ 1.19 $ 1.19 Stock Price $ 1.59 $ 1.59 Risk-free interest rate 0.04 % 0.10 % Expected volatility 110.45 % 94.55 % Expected life (in years) 1 1 Expected dividend yield 0 % 0 % Fair Value: $ 2,670,162 $ 2,404,981 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. | NOTE 6 – DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described in Note 3 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, 2020 and 2019, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions: Schedule of derivative liabilities December 31, December 31, Exercise Price $ 1.19 $ 1.19 Stock Price 1.59 $ 1.59 Risk-free interest rate 0.10 % 2.54 % Expected volatility 94.55 % 147.95 % Expected life (in years) 1 1 Expected dividend yield 0 % 0 % Fair Value: $ 2,404,981 $ 2,099,025 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS’ DEFICIT | NOTE 14 – STOCKHOLDERS’ DEFICIT Common stock The Company has authorized 2,000,000,000 shares of $ 0.0001 par value common stock. As of March 31, 2022, and December 31, 2021, there were 1,459,256,460 and 1,411,799,497 shares of common stock issued and outstanding respectively. 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 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which, 5,000,000 were designated as Series A Convertible Preferred Stock. As of March 31, 2022 and 2021 the Company had 20,000,000 shares of $ 0.0001 par value preferred stock authorized and there were 4,250,579 shares of Series A Preferred Stock issued and outstanding. On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock. 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 shares of Series A Preferred issued and outstanding. 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 (less $130,000 in fees) in financing provided to the Company. Pursuant to the Series B Designation, each share of Series B Preferred Stock may be converted into $ 1,200 42,000 300,000 expense for the beneficial conversion feature of Series B Preferred stock. As of March 31, 2022 and December 31, 2021, there were 1,535 0 - shares of Series B Preferred outstanding, respectively 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 years. The outstanding and exercisable warrants outstanding on March 31, 2022, had no intrinsic value. | 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 | ||
Stage It Corp [Member] | ||||
STOCKHOLDERS’ DEFICIT | NOTE 7 – STOCKHOLDERS’ DEFICIT Common stock The Company has authorized 20,000,000 972,614 Preferred stock As of September 30, 2021 and December 31, 2021, the Company had four classes of non-redeemable Preferred stock $0.0001 Preferred A, Preferred A-1, Preferred A-2, and Preferred A-3, all with a par value of $0.0001. The number of Preferred Shares authorized and issued and outstanding are as follows: Preferred A 400,000 40,000 Preferred A-1 3,000,000 246,543 Preferred A-2 2,000,000 200,000 Preferred A-3 300,000 196,522 Each share of preferred stock is convertible to common stock on a 1 for 1 basis | NOTE 7 – STOCKHOLDERS’ DEFICIT Common stock The Company has authorized 20,000,000 972,614 Preferred stock As of December 31, 2020 and December 19, 2020, the Company had four classes of non-redeemable Preferred stock $ 0.0001 0.0001 Preferred A 400,000 40,000 Preferred A-1 3,000,000 246,543 Preferred A-2 2,000,000 200,000 Preferred A-3 300,000 196,522 Each share of preferred stock is convertible to common stock on a 1 for 1 basis |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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. As of March 31, 2022, the Company had not earned any revenue under this agreement. 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. | 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. | ||
Stage It Corp [Member] | ||||
COMMITMENT AND CONTINGENCIES | NOTE 8 – COMMITMENT AND CONTINGENCIES The Company had no | NOTE 8 – COMMITMENT AND CONTINGENCIES The Company had no |
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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 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. | ||
Stage It Corp [Member] | ||||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On February 13, 2022, the Company entered into an agreement with VNUE, Inc. to sell 100 % of the ownership of the Company in a $ 10,000,000 stock transaction comprised of approximately $ 1,500,000 in cash and up to $ 8,500,000 in restricted VNUE common stock, some of which is milestone based. | NOTE 9 – SUBSEQUENT EVENTS Subsequent to December 31, 2020 the Company received $ 700,922 in proceeds comprised of a promissory loan for $ 250,000 at 15 % interest, advances from VNUE of $ 35,000 and $ 415,922 under the terms of revenue factoring agreement with three different lenders at an average rate of 18% On February 13, 2022, the Company entered into an agreement with VNUE, Inc. to sell 100 % of the ownership of the Company in a $ 10,000,000 stock transaction comprised of approximately $ 1,500,000 in cash and up to $ 8,500,000 in restricted VNUE common stock, some of which is milestone based. |
NOTES PAYABLE -PAST DUE
NOTES PAYABLE -PAST DUE | 12 Months Ended |
Dec. 31, 2020 | |
Stage It Corp [Member] | |
NOTES PAYABLE -PAST DUE | NOTE 5 – NOTES PAYABLE -PAST DUE As of December 31, 2020 and 2019 the Company had $ 179,000 547,500 315,000 18 275,000 10 |
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 , used cash in operations of $ 248,739 , and had an accumulated deficit of $ 15,028,400 as of March 31, 2022. In addition, the Company had negative working capital of $ 14,595,097 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The Company does not have any commitments for additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s March 31, 2022, consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. 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. |
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 shares and pay certain amounts as detailed under Merger Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are set forth in the Merger Agreement. 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 to goodwill and $ 2,600,000 to intangible assets with a life of three years. The value of goodwill represents Stage It’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on March 31, 2022. The Company’s accounting for the acquisition of Stage It is incomplete. Management is performing a valuation study to calculate the fair value of the acquired intangible assets, which it plans to complete within the one-year measurement period. |
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 in amortization expense. As discussed in Note 6, the intangible assets have been valued based on provisional estimates of fair value and are subject to change as the Company completes its valuation assessment by the completion of the one-year measurement period. Amortization for the following fiscal years is estimated to be: 2022 - $ 650,000 ; 2023 - $ 866,666 ; and 2024 - $ 866,666 , 2025 -$ 216,668 . |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 with an interest rate at 10 % per annum and a maturity date of November 2, 2018 . The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $ 0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $ 40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of $ 553,000 at the date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $ 43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $ 302,067 and $ 0 , respectively, as of December 31, 2018. On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender requested conversion. During the year ending December 31, 2019, the Company issued new notes payable of $ 53,331 and $ 23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019, was $ 339,010 . As of December 31, 2019, $ 285,679 of these notes were past due. As of March 31, 2022 all of the Golock notes amounting to $ 339,011 were past due. As a result Golock has assessed the Company additional penalties and interest of $ 1,172,782 . The Company disagrees with the accrued interest and penalties due to Golock. Initially, the Company recorded this amount as a liability on its balance during the period ended March 31, 2021. Subsequent during the three month period ended September 30, 2021, the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached. (b) During the year ended December 31, 2021, GHS Investments funded an 8 %, $ 165,000 convertible promissory note maturing on November 16, 2021. This note is past due as of the date of this Report. The Company has continued accruing interest and no notice of default has been sent to the Company by GHS. The Company is currently negotiating with GHS to convert this loan to some form of Equity. The conversion price on the Note is fixed at $ 0.0171 . As of March 31, 2022, $ 73,204 of these notes due to one lender are past due. This lender is associated with Golock and the Company is disputing the validity of this note. 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. | 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. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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. | 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 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 and $ 74,225 , respectively. | 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 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. | 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. | 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. | 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. | 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. | ||
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 , and $ 1,000 for furniture and fixtures Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property and equipment Computers, software, and office equipment 3 years Furniture and fixtures 7 years As of March 31, 2022, the Company’s property, which consisted solely of computers, amounted to $ 35,002 and - 0 -, respectively. Depreciation expense for the three months ended March 31, 2022, and 2021, amounted to $ 1,880 and $- 0 -, respectively. | |||
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. | |||
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. | |||
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 outstanding warrants and 20,333,526 shares related to convertible notes payables respectively, which were excluded from the computation of net loss per share. | |||
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. | |||
Stage It Corp [Member] | ||||
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 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. | 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 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. | ||
Use of Estimates | Use of Estimates The preparation of the 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 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. | Use of Estimates The preparation of the 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 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 $ 2,670,163 2,404,091 | 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 $ 2,404,981 2,099,025 | ||
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 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. | 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 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 and, preferred stock and convertible notes. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on September 30, 2021 and December 31, 2020 respectively, because their impact was anti-dilutive. | 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, which 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 and, preferred stock and convertible notes. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on December 31, 2020 and 2019, respectively, because their impact was anti-dilutive. | ||
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. | 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. | ||
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the periods ended September 30, 2021 and December 31, 2020 the financial statements include the accounts of the Company, Stage It. Corporation. | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2020 and 2019, the financial statements include the accounts of the Company, Stage It. Corporation | ||
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 Computers, software, and office equipment 3 Furniture and fixtures 7 As of September 30, 2021 and December 31, 2020 the Company’s property which consisted solely of computers amounted to $ 60,303 62,912 17,767 | 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 Computers, software, and office equipment 3 Furniture and fixtures 7 As of December 31, 2020 and 2019, the Company’s property, which consisted solely of computers, amounted to $ 62,912 0 4,468 0 | ||
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”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto at December 31, 2020. |
SIGNIFICANT AND CRITICAL ACCO_3
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 % | |||
Schedule of estimated useful lives of property and equipment | Schedule of estimated useful lives of property and equipment Computers, software, and office equipment 3 years Furniture and fixtures 7 years | |||
Stage It Corp [Member] | ||||
Schedule of estimated useful lives | Schedule of estimated useful lives Computers, software, and office equipment 3 Furniture and fixtures 7 | Schedule of estimated useful lives Computers, software, and office equipment 3 Furniture and fixtures 7 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 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 | ||
Stage It Corp [Member] | ||||
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities September 30, 2021 December 31, 2020 Accounts payable $ 599,817 $ 427,086 Accrued liabilities (a)(b) 2,313,671 1,785,861 Accrued interest 840,197 650,654 Accrued interest- related parties 893,632 767,715 Total accounts payable and accrued liabilities $ 4,647,317 $ 2,404,981 (a) Includes $887,120 in liabilities due to artists, $846,477 in unredeemed outstanding notes purchased by users, and $376,703 in payroll liabilities as of September 30, 2021 (b) Includes $946,537 in liabilities due to artists and $781,172 in unredeemed outstanding notes purchased by users as of December 31, 2020 | Schedule of accounts payable and accrued liabilities December 31, December 31, Accounts payable $ 427,086 $ 223,795 Accrued liabilities (a)(b) 1,785,861 699,914 Accrued interest 650,654 502,916 Accrued interest- related parties 767,715 617,891 Total accounts payable and accrued liabilities $ 2,404,981 $ 2,044,516 (a) Includes $946,537 in liabilities due to artists and $791,172 in unredeemed outstanding notes purchased by users as of December 31, 2020 (b) Includes $398,729 in liabilities due to artists and $297,795 in unredeemed outstanding notes purchased by users as of December 31, 2019 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 | 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) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of derivative liabilities | 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 | ||
Stage It Corp [Member] | |||
Schedule of derivative liabilities | Schedule of derivative liabilities September 30, December 31, Exercise Price $ 1.19 $ 1.19 Stock Price $ 1.59 $ 1.59 Risk-free interest rate 0.04 % 0.10 % Expected volatility 110.45 % 94.55 % Expected life (in years) 1 1 Expected dividend yield 0 % 0 % Fair Value: $ 2,670,162 $ 2,404,981 | Schedule of derivative liabilities December 31, December 31, Exercise Price $ 1.19 $ 1.19 Stock Price 1.59 $ 1.59 Risk-free interest rate 0.10 % 2.54 % Expected volatility 94.55 % 147.95 % Expected life (in years) 1 1 Expected dividend yield 0 % 0 % Fair Value: $ 2,404,981 $ 2,099,025 | |
Schedule of notes payable | Schedule of notes payable September 30, December 31, Notes payable (a) $ 879,722 $ 179,000 Convertible notes related party-past due (b) 547,500 547,500 Convertible notes-past due (b) 315,000 315,000 Total notes payable $ 1,742,422 $ 1,041,500 (a) Notes payable are comprised of a note for $179,000 at 15% interest in both period that is past due, a promissory note for $250,000 at 15% interest, advances of $35,000, and $415,922 in loans under the terms of revenue factoring agreement with three different lenders at an average rate of 18% (b) The Company entered into several convertible promissory notes in 2013, 2014 and 2015 with several related parties (see Note 3) and third parties. These notes were issued to fund the early growth of the Company. The notes were issued at 18% interest compound annually and can only convert to common stock upon the occurrence of a qualified funding, which has not occurred |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 | 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 $ - $ - |
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 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 | 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 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 93,523,037 | |||||||
Net cash (used in) operating activities | $ 248,739 | $ 174,019 | $ 1,430,312 | $ 518,493 | ||||
Accumulated deficit | 15,028,400 | 13,835,294 | 16,755,676 | |||||
Negative working capital | 2,793,040 | |||||||
Cash | 60,458 | 36,958 | 4,458 | |||||
Net loss | $ 1,193,106 | $ (1,991,101) | (2,920,382) | 4,553,777 | ||||
Working capital | $ (2,793,040) | |||||||
Stage It Corp [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Net cash (used in) operating activities | $ 897,425 | $ (682,920) | (259,926) | $ 10,506 | ||||
Accumulated deficit | 13,383,161 | 10,569,502 | 8,939,994 | |||||
Negative working capital | (8,988,706) | (6,668,922) | ||||||
Cash | 69,342 | 749,588 | 281,003 | 88,457 | $ 98,963 | |||
Net loss | 2,813,659 | $ 617,171 | 1,629,508 | $ 2,456,023 | ||||
Working capital | 8,988,706 | 6,668,922 | ||||||
Cash on hand | $ 69,342 | $ 281,033 | ||||||
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 | 50,762,987 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives of property and equipment | 3 years | |||
Office Equipment [Member] | Stage It Corp [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives of property and equipment | 3 years | 3 years | ||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives of property and equipment | 7 years | |||
Furniture and Fixtures [Member] | Stage It Corp [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives of property and equipment | 7 years | 7 years | ||
Vnue Inc. formerly TGRI [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
State of Incorporation | Nevada | |||
Entity Incorporation, Date of Incorporation | Apr. 04, 2006 | |||
Attributable interest | 100% | |||
Vnue Inc. (Vnue Washington) [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
State of Incorporation | Washington | |||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | |||
Attributable interest | 100% | |||
Vnue LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
State of Incorporation | Washington | |||
Entity Incorporation, Date of Incorporation | Aug. 01, 2013 | |||
Attributable interest | 100% |
SIGNIFICANT AND CRITICAL ACCO_5
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||||
Fair value of derivative liabilities | $ 0 | $ 3,156,582 | |||||
Anti-dilutive shares | 0 | ||||||
Fair value of derivative liabilities | 2,404,981 | $ 2,099,025 | |||||
Depreciation expense | $ 1,880 | $ 0 | |||||
Property and equipment | 35,002 | $ 0 | |||||
Deferred Revenue | 857,326 | $ 74,225 | $ 74,225 | ||||
Office Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciating office equipment | 200 | ||||||
Furniture and Fixtures [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciating office equipment | $ 1,000 | ||||||
Stage It Corp [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Anti-dilutive shares | 0 | ||||||
Revenue recognition, description | 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 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. | 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 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. | |||||
Fair value of derivative liabilities | $ 2,670,162 | $ 2,404,981 | 2,099,025 | ||||
Depreciation expense | 17,767 | 4,468 | |||||
Property and equipment | 60,303 | 62,912 | |||||
Fair value of derivative liabilities | 2,670,163 | 2,404,091 | |||||
Stage It Corp [Member] | Office Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | 200 | 200 | |||||
Stage It Corp [Member] | Furniture and Fixtures [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | 1,000 | 1,000 | |||||
Stage It Corp [Member] | Computer Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | $ 60,303 | $ 62,912 | $ 0 | ||||
Three Convertible Notes [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Anti-dilutive shares | 11,313,852 | ||||||
Convertible Notes Payables [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Anti-dilutive shares | 20,333,526 | ||||||
Warrant [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Anti-dilutive shares | 149,489,159 | 15,800,319 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | 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 | |||
Advanced to affiliate | $ 364,336 | ||||
Other Prepaid Expense, Current | $ 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. | $100,000 of the prepaid expense in both periods relates to a Jan 9th, 2020 an agreement entered into by the Company with recording and performance artist, Matchbox Twenty “MT Agreement”), to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4th. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||
Revenues | $ 5,049 | $ 2,261 | $ 100,476 | $ 22,474 | ||
License cost | 252 | $ 113 | 5,024 | 1,124 | ||
Accrued payroll-officers | 231,750 | $ 233,750 | 209,750 | |||
Forgivness of debt | $ 14,000 | |||||
Gain on settlement of vendor obligations | 14,000 | |||||
Interest rate | 8% | |||||
Due to Related Parties, Current | $ 720 | $ 720 | ||||
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 | |||||
Due to Related Parties, Current | 10,000 | |||||
Stage It Corp [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate | 18% | 18% | ||||
Due to related parties | $ 547,500 | 547,500 | $ 547,500 | |||
Accrued interest | 767,715 | $ 617,891 | ||||
Accrued interest | $ 767,515 | $ 893,632 | ||||
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 ($) | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts payable | $ 588,275 | $ 587,230 | ||||
Accrued interest | $ 259,179 | 189,527 | 466,801 | |||
Accrued interest and penalties Golock | 0 | 1,172,782 | ||||
Soundstr Obligation | 145,529 | 145,259 | 145,259 | |||
Total accounts payable and accrued liabilities | 923,061 | 2,372,072 | ||||
Accounts payable | 427,086 | $ 223,795 | ||||
Accrued Liabilities | [1],[2] | 1,785,861 | 699,914 | |||
Accrued interest | 650,654 | 502,916 | ||||
Accrued interest- related parties | 767,715 | 617,891 | ||||
Total accounts payable and accrued liabilities | 2,702,948 | 923,061 | 2,404,981 | 2,044,516 | ||
Accounts payable and accrued expense | 2,298,240 | 588,275 | ||||
Total accounts payable and accrued liabilities | $ 2,702,948 | $ 923,061 | 2,404,981 | 2,044,516 | ||
Stage It Corp [Member] | ||||||
Accounts payable | $ 599,817 | 427,086 | ||||
Accrued interest | 2,313,671 | 1,785,861 | 699,914 | |||
Total accounts payable and accrued liabilities | 840,197 | 650,654 | $ 502,916 | |||
Accrued Liabilities | [3],[4] | 2,313,671 | 1,785,861 | |||
Accrued interest | 840,197 | 650,654 | ||||
Accrued interest- related parties | 893,632 | 767,715 | ||||
Total accounts payable and accrued liabilities | 4,647,317 | 2,404,981 | ||||
Total accounts payable and accrued liabilities | $ 4,647,317 | $ 2,404,981 | ||||
[1]Includes $398,729 in liabilities due to artists and $297,795 in unredeemed outstanding notes purchased by users as of December 31, 2019[2]Includes $946,537 in liabilities due to artists and $791,172 in unredeemed outstanding notes purchased by users as of December 31, 2020[3]Includes $887,120 in liabilities due to artists, $846,477 in unredeemed outstanding notes purchased by users, and $376,703 in payroll liabilities as of September 30, 2021[4]Includes $946,537 in liabilities due to artists and $781,172 in unredeemed outstanding notes purchased by users as of December 31, 2020 |
PURCHASE LIABILITY (Details Nar
PURCHASE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 16, 2018 | Oct. 16, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2021 | |
Dividends Payable [Line Items] | ||||||
Amortized value of intellectual property | $ 108,333 | |||||
Earnout Liabilities | 7,679,984 | |||||
Dividend Declared [Member] | ||||||
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 | |||||
Purchase Liability Net | 300,000 | $ 7,979,984 | $ 300,000 | |||
Purchase Price Net | $ 50,000 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | 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 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 93,523,037 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 944,583 | |||
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 | Mar. 31, 2022 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Note payable | $ 869,157 | $ 34,000 | |
Notes payable | $ 869,157 | $ 1,142,542 | $ 34,000 |
Interest rate | 8% | ||
Other notes payable | $ 857,157 | ||
Interest Payable, Current | 12,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 273,385 | ||
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 ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 02, 2018 |
Short-term Debt [Line Items] | ||||
Convertible notes payable | $ 638,714 | $ 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 | $ 40,000 | |
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 | Mar. 31, 2022 | 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] | ||||||||||||
Convertible notes payable | $ 638,714 | $ 635,714 | ||||||||||
Interest rate | 8% | |||||||||||
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 | |||||||||||
Warrants issued | 133,689,840 | |||||||||||
Exercise price | $ 0.0109 | $ 0.079 | $ 0.0079 | $ 0.079 | $ 0.079 | |||||||
Stock price | $ 1.59 | $ 1.59 | $ 1.59 | |||||||||
GHS Investments [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Interest rate | 8% | 8% | ||||||||||
Conversion price | $ 0.0171 | $ 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 | $ 339,011 | [1] | 339,011 | [1] | $ 302,067 | |||||||
Interest rate | 10% | 10% | ||||||||||
Debt instrument, principal amount | $ 40,000 | 339,011 | $ 191,750 | 339,011 | ||||||||
Maturity date description | November 2, 2018 | maturity dates between September 1, 2018 and August 31, 2018. | ||||||||||
Debt instrument, description | 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 | $ 1,172,782 | ||||||||||
Golock Capital Llc Convertible Note [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. | |||||||||||
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] | ||||||||||||
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 request conversion | |||||||||||
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 requested 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 | 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% | |||||||||||
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 | |||||||||||
[1]On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||||
Stock Price | $ 1.59 | $ 1.59 | ||
Risk-free interest rate | 0.10% | 2.54% | ||
Expected volatility | 94.55% | 147.95% | ||
Expected life (in years) | 1 year | 1 year | ||
Expected dividend yield | 0% | 0% | ||
Exercise Price | $ 1.19 | $ 1.19 | ||
Fair Value: | $ 2,404,981 | $ 2,099,025 | ||
Stage It Corp [Member] | ||||
Derivative [Line Items] | ||||
Stock Price | $ 1.59 | $ 1.59 | ||
Risk-free interest rate | 0.04% | 0.10% | ||
Expected volatility | 110.45% | 94.55% | ||
Expected life (in years) | 1 year | 1 year | ||
Expected dividend yield | 0% | 0% | ||
Exercise Price | $ 1.19 | $ 1.19 | ||
Fair Value: | $ 2,670,162 | $ 2,404,981 | $ 2,099,025 | |
Option Pricing Models [Member] | ||||
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% | |||
Fair Value | $ 0 | $ 3,156,582 | ||
Minimum [Member] | Option Pricing Models [Member] | ||||
Derivative [Line Items] | ||||
Stock Price | $ 0.0015 | |||
Maximum [Member] | Option Pricing Models [Member] | ||||
Derivative [Line Items] | ||||
Stock Price | $ 0.0018 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | 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 | 133,689,640 | 0 | 15,800,319 | |
Weighted average exercise price, Warrants granted | $ 0.01122 | $ 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 | |||
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 | |
Weighted average exercise price, Warrants expired or forfeited | ||||
Number of Warrants Outstanding, Ending Balance | 149,489,959 | 15,800,319 | 23,805,027 | 23,805,027 |
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance | $ 0.0109 | $ 0.0079 | $ 0.079 | $ 0.079 |
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 | 3 Months Ended | 12 Months Ended | ||||||
Jan. 03, 2022 | May 22, 2020 | Jul. 02, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | 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 | 2,000,000,000 | ||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 1,459,256,460 | 1,411,799,497 | 1,211,495,162 | ||||||
Common stock, shares outstanding | 1,459,256,460 | 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 | |||||||
warrants issued | 133,689,840 | ||||||||
Strike price | $ 0.01122 | ||||||||
Weighted-average remaining contractual life | 4 years 5 months 1 day | ||||||||
Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 972,614 | 972,614 | 972,614 | ||||||
Common stock, shares outstanding | 972,614 | 972,614 | 972,614 | ||||||
Preferred stock conversion, description | Each share of preferred stock is convertible to common stock on a 1 for 1 basis | ||||||||
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 | 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 | ||||||||
Non Redeemable Preferred Stock A [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Non Redeemable Preferred Stock A 1 [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | 0.0001 | ||||||||
Non Redeemable Preferred Stock A 2 [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | 0.0001 | ||||||||
Non Redeemable Preferred Stock A 3 [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Preferred Stock A [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 400,000 | 400,000 | 400,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 40,000 | 40,000 | 40,000 | ||||||
Preferred stock, shares outstanding | 40,000 | 40,000 | 40,000 | ||||||
Preferred Stock A 1 [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 246,543 | 246,543 | 246,543 | ||||||
Preferred stock, shares outstanding | 246,543 | 246,543 | 246,543 | ||||||
Preferred Stock A 2 [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | ||||||
Preferred stock, shares outstanding | 200,000 | 200,000 | 200,000 | ||||||
Preferred Stock A 3 [Member] | Stage It Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 300,000 | 300,000 | 300,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 196,522 | 196,522 | 196,522 | ||||||
Preferred stock, shares outstanding | 196,522 | 196,522 | 196,522 | ||||||
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 | ||||||||
Common stock shares converted | 1,200 | ||||||||
Financing expense | $ 300,000 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,535 | ||||||||
Return Amount | $ 1,500,000 | ||||||||
Financing Fees | $ 42,000 | ||||||||
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) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2015 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stage It Corp [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Commitments or contingencies | $ 0 | $ 0 | $ 0 | |||
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 March 31, 2022, no net revenue was generated from the JV. | 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 | |||||
Description For Commission Receivable Under Agreements | 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% | 21% |
State tax, net of federal benefit | 6% | 6% |
Total tax rate | 27% | 27% |
Allowance | 27% | 27% |
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) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 17, 2022 | Feb. 14, 2022 | May 19, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 8% | |||||
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. | |||||
Stage It Corp [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments for (Proceeds from) Loans Receivable | $ 700,922 | |||||
Proceeds from Loans | $ 250,000 | |||||
Debt Instrument, Interest Rate During Period | 15% | |||||
Prepaid Advances Amount | $ 35,000 | |||||
Stage It Corp [Member] | Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100% | |||||
Sale of Stock, Consideration Received on Transaction | $ 10,000,000 | |||||
Cash | 1,500,000 | |||||
Stage It Corp [Member] | Restricted Stock [Member] | Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 8,500,000 | |||||
Stage It Corp [Member] | Revenue Factoring Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Other Debt | $ 415,922 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 1,414,000 | |||||
Stock Issued During Period, Shares, Other | 15,229,816 | |||||
Subsequent Event [Member] | Stage It Corp [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100% | |||||
Sale of Stock, Consideration Received on Transaction | $ 10,000,000 | |||||
Cash | 1,500,000 | |||||
Subsequent Event [Member] | Stage It Corp [Member] | Restricted Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 8,500,000 |
NOTES PAYABLE -PAST DUE (Detail
NOTES PAYABLE -PAST DUE (Details Narrative) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||
Notes payable | $ 869,157 | $ 34,000 | ||
Interest rate | 8% | |||
Stage It Corp [Member] | ||||
Short-term Debt [Line Items] | ||||
Notes payable | $ 1,742,422 | 1,041,500 | ||
Due to related party | 547,500 | $ 547,500 | ||
Notes payable | $ 315,000 | 315,000 | ||
Interest rate | 18% | 18% | ||
Compound interest | 10% | |||
Promissory Notes [Member] | Stage It Corp [Member] | ||||
Short-term Debt [Line Items] | ||||
Notes payable | $ 179,000 | $ 179,000 | ||
Convertible Notes Payable [Member] | Stage It Corp [Member] | ||||
Short-term Debt [Line Items] | ||||
Due to related party | $ 275,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Notes Payable, Current | $ 1,142,542 | $ 869,157 | $ 34,000 | |||||
Total notes payable | $ 869,157 | 34,000 | ||||||
Stage It Corp [Member] | ||||||||
Notes Payable, Current | $ 879,722 | [1] | 179,000 | [1] | $ 179,000 | |||
Convertible Notes Related Party past Due | 547,500 | 547,500 | ||||||
Convertible Notes past Due | [2] | 315,000 | 315,000 | |||||
Total notes payable | $ 1,742,422 | $ 1,041,500 | ||||||
[1]Notes payable are comprised of a note for $179,000 at 15% interest in both period that is past due, a promissory note for $250,000 at 15% interest, advances of $35,000, and $415,922 in loans under the terms of revenue factoring agreement with three different lenders at an average rate of 18%[2]The Company entered into several convertible promissory notes in 2013, 2014 and 2015 with several related parties (see Note 3) and third parties. These notes were issued to fund the early growth of the Company. The notes were issued at 18% interest compound annually and can only convert to common stock upon the occurrence of a qualified funding, which has not occurred |
GONING CONCERN (Details Narrati
GONING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 60,458 | $ 36,958 | $ 4,458 | |
Net Cash Provided by (Used in) Operating Activities | 248,739 | $ 174,019 | 1,430,312 | 518,493 |
Retained Earnings (Accumulated Deficit) | 15,028,400 | $ 13,835,294 | $ 16,755,676 | |
Negative Working Capital | $ 14,595,097 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - V N U E Acquisition [Member] | Feb. 13, 2022 USD ($) |
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, 2022 USD ($) |
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] | ||
Stock Issued During Period, Shares, Acquisitions | 135,000,000 | |
GoodWill | $ 10,400,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived 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, Net (Excluding Goodwill) | $ 2,491,677 | |
Amortization of Intangible Assets | 108,333 | |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 650,000 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 866,666 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 866,666 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | $ 216,668 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||
Feb. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Short-term Debt [Line Items] | |||||||||
Total Convertible Notes | $ 635,714 | $ 638,714 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0079 | $ 0.0109 | $ 0.079 | $ 0.079 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.001 | ||||||||
GHS Investments [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | |||||||
Notes Issued | $ 165,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0171 | $ 0.0171 | |||||||
Various Convertible Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total Convertible Notes | $ 43,500 | $ 43,500 | |||||||
Debt Instrument, Face Amount | 43,500 | $ 43,500 | |||||||
Golock Capital, LLC Convertible Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total Convertible Notes | 339,011 | [1] | 339,011 | [1] | $ 302,067 | ||||
Debt Instrument, Face Amount | $ 40,000 | 339,011 | 339,011 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | |||||||
Debt Instrument, Maturity Date, Description | November 2, 2018 | maturity dates between September 1, 2018 and August 31, 2018. | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | $ 0.014 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,500,000 | ||||||||
Unamortized note discount | $ 40,000 | $ 19,652 | $ 0 | ||||||
Debt Instrument, Description | The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share | ||||||||
Increase (Decrease) in Derivative Liabilities | 553,000 | ||||||||
Debt Issuance Costs, Net | $ 43,250 | ||||||||
Other Convertible Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total Convertible Notes | 253,203 | $ 256,203 | |||||||
Debt Instrument, Face Amount | $ 253,203 | $ 238,203 | |||||||
Golock Capital Llc Convertibles 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. | ||||||||
[1]On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Apr. 29, 2019 | Mar. 31, 2022 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 02, 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 | The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share | ||||||||
Convertible Notes Payable | 339,011 | [1] | 339,011 | [1] | $ 302,067 | ||||
Debt instrument, principal amount | 339,011 | $ 191,750 | 339,011 | $ 40,000 | |||||
Amount of additional penalties and interest | 1,172,782 | 1,172,782 | |||||||
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 request conversion | ||||||||
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 | $ 73,204 | |||||||
[1]On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ |