VNUE, Inc.
104 West 29th Street, 11th Floor
New York , NY 10001
Via EDGAR
July 14, 2022
United States Securities and Exchange Commission
100 F Street, N.E. Mailstop 3720
Washington D.C., 20549-7010
Attention: Brian Fetterolf
| Re: | VNUE, Inc. |
| Amendment No. 2 to Registration Statement on Form S-1 | |
| Filed July 11, 2022 | |
| File No. 333-262712 |
Dear Mr. Fetterolf:
I write on behalf of VNUE, Inc, (the “Company”) in response to Staff’s letter of July 14, 2022, by the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Amendment No. 2 to Registration Statement on Form S-1, filed July 11, 2022 (the Comment Letter”).
Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.
Amendment No. 2 to Registration Statement on Form S-1 filed July 11, 2022
Item 16. Exhibits and Financial Statement Schedules, page II-3
1. We note your response to comment 4 and we re-issue the comment. Please file the executed copies of the equity financing agreement and registration rights agreement. In this regard, we note that exhibits 10.17 and 10.18 only provide the forms of such agreements and that the signature pages are not executed.
In response to this comment, the Company has attached the executed Equity Financing Agreement and the Registration Rights Agreement.
Sincerely,
| /s/ Zach Bair | |
| Zach Bair | |
| Chief Executive Officer |
