Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 17, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53462 | |
Entity Registrant Name | VNUE, INC | |
Entity Central Index Key | 0001376804 | |
Entity Tax Identification Number | 98-0543851 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 104 West 29th Street | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (833) | |
Local Phone Number | 937-5493 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,600,903,121 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 112,193 | $ 36,958 |
Prepaid expenses | 100,000 | 464,336 |
Total current assets | 212,193 | 501,294 |
Fixed assets, net | 18,097 | 0 |
Goodwill | 10,400,000 | |
Intangible Assets | 2,058,333 | |
Total assets | 12,688,623 | 501,294 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,855,585 | 923,781 |
Shares to be issued | 1,020,571 | 247,707 |
Accrued payroll-officers | 259,250 | 233,750 |
Advances from officer | 10,000 | 10,000 |
Dividends payable | 145,103 | |
Notes payable | 1,143,262 | 869,157 |
Deferred revenue | 856,250 | 74,225 |
Convertible notes payable, net | 470,714 | 635,714 |
Purchase liability | 7,979,984 | 300,000 |
Total current liabilities | 14,740,719 | 3,294,334 |
Total liabilities | 14,740,719 | 3,294,334 |
Stockholders’ Deficit | ||
Common stock, par value $0.0001, 2,000,000,000 shares authorized; and 1,525,709,549 and 1,411,799,497 shares issued and outstanding, as of September 30, 2022, and December 31, 2021, respectively | 152,570 | 141,177 |
Additional paid-in capital | 29,712,354 | 10,900,652 |
Accumulated deficit | (31,917,445) | (13,835,294) |
Total stockholders’ deficit | (2,052,096) | (2,793,040) |
Total Liabilities and Stockholders’ Deficit | 12,688,623 | 501,294 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | 425 | 425 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,525,709,549 | 1,411,799,497 |
Common stock, shares outstanding | 1,525,709,549 | 1,411,799,497 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 4,250,579 | 4,250,579 |
Preferred stock, shares outstanding | 4,250,579 | 4,250,579 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,500 | 2,500 |
Preferred stock, shares issued | 2,267 | 0 |
Preferred stock, shares outstanding | 2,267 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000 | |
Preferred stock, shares issued | 3,000 | 0 |
Preferred stock, shares outstanding | 3,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues - related party | $ 3,090 | $ 2,714 | $ 9,579 | $ 9,295 |
Revenue, net | 96,090 | 224,292 | ||
Total revenue | 99,181 | 2,714 | 233,871 | 9,295 |
Direct costs of revenue | 72,059 | 5,380 | 224,786 | 5,446 |
Gross margin (loss) | 27,121 | (2,666) | 9,085 | 3,849 |
Operating expenses: | ||||
Stock based compensation -related party | 15,300,000 | |||
General and administrative expense | 51,586 | 90,051 | 171,896 | 121,404 |
Payroll expenses | 172,374 | 72,370 | 419,204 | 205,120 |
Professional fees | 99,989 | 117,463 | 581,867 | 288,272 |
Amortization of intangible assets | 216,667 | 541,667 | ||
Total operating expenses | 540,616 | 279,884 | 17,014,634 | 614,796 |
Operating loss | (513,495) | (282,550) | (17,005,549) | (610,947) |
Other income (expense), net | ||||
Change in fair value of derivative liability | 3,156,582 | |||
Other income | 1,172,782 | |||
Loss on the extinguishment of debt | (154,200) | (80,227) | ||
Financing costs | (98,394) | (82,611) | (777,299) | (288,146) |
Other income (expense), net | (98,394) | (82,611) | (931,498) | 3,960,990 |
Net income (loss) | (611,889) | (365,161) | (17,937,048) | 3,350,043 |
Preferred B Stock dividends | (62,119) | (145,103) | ||
Net income (loss) available to common shareholders | $ (674,008) | $ (365,161) | $ (18,082,151) | $ 3,350,043 |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average common shares outstanding: | ||||
Basic and diluted | 1,491,415,223 | 1,341,926,621 | 1,459,409,678 | 1,266,155,076 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Preferred A Shares [Member] | Preferred B Shares [Member] | Preferred C Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 413 | $ 121,149 | $ 8,386,593 | $ (16,755,676) | $ (8,247,521) | ||
Beginning Balance, shares at Dec. 31, 2020 | 4,126,776 | 1,211,495,162 | |||||
Beneficial conversion feature of convertible notes | 111,765 | 111,765 | |||||
Net loss | 1,991,101 | 1,991,101 | |||||
Ending balance, value at Mar. 31, 2021 | $ 413 | $ 121,149 | 8,498,358 | (14,764,575) | (6,144,656) | ||
Ending Balance, shares at Mar. 31, 2021 | 4,126,776 | 1,211,495,162 | |||||
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 | |||||
Net loss | 1,724,104 | 1,724,104 | |||||
Ending balance, value at Jun. 30, 2021 | $ 425 | $ 128,669 | 9,772,348 | (13,040,472) | (3,139,030) | ||
Ending Balance, shares at Jun. 30, 2021 | 4,250,579 | 1,286,690,336 | |||||
Private placement of common shares | $ 8,607 | 776,323 | 784,930 | ||||
Private placement of common shares, shares | 8,606,685 | ||||||
Net loss | (365,161) | (365,161) | |||||
Ending balance, value at Sep. 30, 2021 | $ 425 | $ 137,276 | 10,548,670 | (13,405,634) | (2,719,262) | ||
Ending Balance, shares at Sep. 30, 2021 | 4,250,579 | 1,295,297,021 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 425 | $ 141,177 | 10,900,652 | (13,835,294) | (2,793,040) | ||
Beginning Balance, shares at Dec. 31, 2021 | 4,250,579 | 1,411,779,497 | |||||
Issuance of Preferred B Shares for cash | 1,500,000 | 1,500,000 | |||||
Issuance of Preferred B Shares for cash, shares | 1,500 | ||||||
Financing fee paid in Preferred B shares | 42,000 | 42,000 | |||||
Financing fee paid in Preferred B shares, Shares | 35 | ||||||
Series B dividends | (31,068) | (31,068) | |||||
Beneficial conversion feature of Preferred B shares | 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 | (1,162,038) | (1,162,038) | |||||
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 | ||||
Issuance of Preferred B Shares for cash | 280,000 | 280,000 | |||||
Issuance of Preferred B Shares for cash, shares | 280 | ||||||
Financing fee paid in Preferred B shares | 12,000 | 12,000 | |||||
Financing fee paid in Preferred B shares, Shares | 10 | ||||||
Series B dividends | (51,915) | (51,915) | |||||
Beneficial conversion feature of Preferred B shares | 87,000 | 87,000 | |||||
Conversion of debt to Preferred B shares | 319,200 | 319,200 | |||||
Conversion of debt to Preferred B shares, Shares | 266 | ||||||
Issuance of Preferred C shares to related parties | 15,300,000 | 15,300,000 | |||||
Issuance of Preferred C shares to related parties, Shares | 3,000 | ||||||
Acquisition shares issued for Stage It purchase | $ 1,523 | 152,297 | 153,820 | ||||
Acquisition shares issued for Stage It purchase, Shares | 15,229,726 | ||||||
Net loss | (16,163,122) | (16,163,122) | |||||
Ending balance, value at Jun. 30, 2022 | $ 425 | $ 147,448 | 29,364,118 | (31,243,437) | (1,731,445) | ||
Ending Balance, shares at Jun. 30, 2022 | 4,250,579 | 2,091 | 3,000 | 1,474,486,186 | |||
Issuance of Preferred B Shares for cash | 151,600 | 151,600 | |||||
Issuance of Preferred B Shares for cash, shares | 164 | ||||||
Financing fee paid in Preferred B shares | 14,400 | 14,400 | |||||
Financing fee paid in Preferred B shares, Shares | 12 | ||||||
Shares issued pursuant to the Company’s equity line of credit | $ 4,945 | 119,314 | 124,259 | ||||
Shares issued pursuant to the Company's equity line of credit, Shares | 49,451,287 | ||||||
Series B dividends | (62,119) | (62,119) | |||||
Beneficial conversion feature of Preferred B shares | 45,200 | 45,200 | |||||
Acquisition shares issued for Stage It purchase | $ 177 | 17,721 | 17,898 | ||||
Acquisition shares issued for Stage It purchase, Shares | 1,772,076 | ||||||
Net loss | (611,889) | (611,889) | |||||
Ending balance, value at Sep. 30, 2022 | $ 425 | $ 152,570 | $ 29,712,354 | $ (31,917,445) | $ (2,052,096) | ||
Ending Balance, shares at Sep. 30, 2022 | 4,250,579 | 2,267 | 3,000 | 1,525,709,549 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (17,937,048) | $ 3,350,043 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Depreciation | 19,725 | |
Amortization of intangible assets | 541,667 | |
Change in the fair value of derivatives | (3,156,582) | |
Loss on the extinguishment of debt | 154,200 | 80,227 |
Beneficial conversion feature of Preferred B stock | 432,200 | |
Issuance of Preferred C voting stock | 15,300,000 | |
Shares issued for financing costs | 68,400 | |
Shares issued for services | 56,800 | |
Amortization of debt discount | 111,765 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | 364,336 | (195,000) |
Accounts payable and accrued interest | 220,455 | (1,133,919) |
Deferred revenue | 4,122 | |
Accrued payroll officers | 25,500 | 30,000 |
Net cash used in operating activities | (749,643) | (913,466) |
Cash Flows From Investing Activities: | ||
Purchase of fixed assets | (940) | |
Acquisition of a business net of cash received | (977,761) | |
Net cash used in investing activities | (978,701) | |
Cash Flows From Financing Activities: | ||
Advances from officers | 10,000 | |
Payments on promissory note | (255,280) | (12,000) |
Proceeds from the private placement of common shares | 124,259 | 784,929 |
Proceeds from the of Series B Preferred Stock | 1,931,600 | |
Proceeds from the issuance of convertible notes | 3,000 | 334,000 |
Net cash provided by investing activities | 1,803,579 | 1,116,929 |
Net Increase (Decrease) In Cash | 75,235 | 203,463 |
Cash At The Beginning Of The Period | 36,958 | 4,458 |
Cash At The End Of The Period | 112,193 | 207,921 |
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 debt and accrued interest | 1,281,523 | |
Common shares issued for the Stage It acquisition | 590,636 | |
Issuance of Preferred C voting shares | 15,300,000 | |
Preferred B shares issued upon the conversion of debt and accrued interest | $ 176,410 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION History and Organization VNUE, Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE”, “TGRI”, or the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2006. On May 29, 2015, VNUE, Inc. entered into a merger agreement with VNUE Washington, Inc. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 The Company is developing technology-driven solutions for Artists, Venues, and Festivals to automate the capturing, publishing, and monetization of their content, as well as protection of their rights. On February 13, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back for the purposes of satisfying certain contingent obligations of Stage It. The Merger Agreement also allows for the issuance of earn-out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months. See Note 5. for additional information |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – 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 as of September 30, 2022, the Company had $ 112,193 14,528,526 31,917,445 749,643 The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | NOTE 3 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES Basis of Consolidation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP The Company consolidates its results with its wholly-owned subsidiary, Stage It Corp. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production. The Company also recognizes revenue on the sale of CDs and USB drives that contain the recording of live concerts and are made available to concert attendees immediately after the show and online. Revenue is recognized on the sale of a product when our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased. As of September 30, 2022 and December 31, 2021 deferred revenue amounted to $ 856,250 74,225 Management’s Representation of Interim Financial Statements The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates include the assumptions used for the determination of goodwill and intangible assets, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates. Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Fair Value of Financial Instruments The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. There were no 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 September 30, 2022, because their impact was anti-dilutive. As of September 30, 2022, the Company had 264,550,794 10,325,196 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 Property Plant Equipment Estimated Useful Lives Computers, software, and office equipment 3 Furniture and fixtures 7 As of September 30, 2022, the Company’s property, which consisted solely of computers, amounted to $ 18,097 0 19,725 0 Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s financial statements and financial statement disclosures. |
PREPAID EXPENSE
PREPAID EXPENSE | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE | NOTE 4 – PREPAID EXPENSE As of September 30, 2022 and December 31, 2021, the balances in prepaid expenses was $ 100,000 464,336 $ 100,000 Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS DiscLive Network On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer. Revenues of $ 9,579 9,295 479 465 Accrued Payroll to Officers Accrued payroll to two officers was $ 259,250 233,750 170,000 Advances from Officers/Stockholders From time to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. During the year ended December 31, 2021, the Company’s CEO advanced $ 10,000 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 6 – BUSINESS ACQUISITION On February 13, 2022, VNUE, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back to satisfy certain contingent obligations of Stage It. The Merger Agreement also allows for the issuance of earn-out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months. On February 13, 2022, the Company, Stage It and the shareholders of Stage It entered into a voting agreement concerning the Merger. On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company will issue the initial 135,000,000 The Merger Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Company, Merger Sub, or any of their respective subsidiaries or affiliates For the acquisition of Stage It the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of fair value of consideration Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share $ 418,917 Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share 944,583 Net liabilities assumed 2,871,066 Earnout liability 7,679,984 Cash paid 1,085,450 Fair value of total consideration paid $ 13,000,000 Net assets acquired and liabilities assumed Schedule of net asset acquired and liabilities assumed Cash and cash equivalents $ 107,689 Property 36,882 Total assets 144,571 Accounts payable and accrued liabilities 1,711,349 Notes payable 526,385 Deferred revenue 777,903 Total liabilities $ 3,015,637 Net liabilities assumed $ 2,871,066 The Company has allocated the fair value of the total consideration paid of $ 10,400,000 2,600,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 – INTANGIBLE ASSETS As of September 30, 2022, the balance of intangible assets was $ 2,058,333 541,577 216,668 866,666 866,666 108,333 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability. The following table sets forth the components of the Company’s accrued liabilities on September 30, 2022, and December 31, 2021: Schedule of accrued liabilities September 30, 2022 December 31, 2021 Accounts payable and accrued expense $ 2,417,266 $ 588,275 Accrued interest 292,790 189,527 Soundstr Obligation 145,529 145,259 Total accounts payable and accrued liabilities $ 2,855,585 $ 923,061 |
PURCHASE LIABILITY
PURCHASE LIABILITY | 9 Months Ended |
Sep. 30, 2022 | |
Purchase Liability | |
PURCHASE LIABILITY | NOTE 9 – PURCHASE LIABILITY The balance of the company’s Purchase Liability at September 30, 2022, and December 31, 2021 was $ 7,979,984 300,000 Under the terms of the business acquisition of Stage It described in Note 6, during the three months ended September 30, 2022 the Company had a contingent Earnout Liability of $ 7,679,984 On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic. The purchase price for the acquisition was comprised of $ 50,000 300,000 The purchase liability was payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign, and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration. The Company has had no correspondence regarding this liability with Pledge Music who declared bankruptcy in 2019. |
SHARES TO BE ISSUED
SHARES TO BE ISSUED | 9 Months Ended |
Sep. 30, 2022 | |
Shares To Be Issued | |
SHARES TO BE ISSUED | NOTE 10 – SHARES TO BE ISSUED As of September 30, 2022 and December 31, 2021 the balances of shares to be issued were $ 1,020,571 247,707 ● As of December 31, 2021 the Company had not yet issued 5,204,352 247,707 ● During the nine months ended September 30, 2022, pursuant to the acquisition of Stage It described throughout this Report, an additional 76,521,235 772,864 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable | |
NOTES PAYABLE | NOTE 11 – NOTES PAYABLE The balance of the Notes Payable outstanding as of September 30, 2022, and December 31, 2021, was $ 1,143,262 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 nine months ended September 30, 2022, the Company added $ 273,385 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 12 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consist of the following: Schedule of Convertible notes payable September 30, December 31, Various Convertible Notes $ 43,500 43,500 Golock Capital, LLC Convertible Notes (a) 339,011 339,011 Other Convertible Notes (b) 88,203 253,203 Total Convertible Notes $ 470,714 635,714 (a) On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ 40,000 10% November 2, 2018 0.015 2,500,000 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 requested conversion. 53,331 23,102 100,000,000 339,010 285,679 339,011 As a result Golock has assessed the Company additional penalties and interest of $ 1,172,782 (b) During the year ended December 31, 2021, GHS Investments funded an 8% 165,000 November 16, 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. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 13 – STOCKHOLDERS’ DEFICIT Common stock The Company has authorized 2,000,000,000 0.0001 1,525,709,549 1,411,799,497 Preferred Stock Series A On July 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000 20,000,000 5,000,000 As of September 30, 2022 and 2021 the Company had 20,000,000 0.0001 4,250,579 On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders shall be entitled to share among dividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A Preferred Stock have no liquidation or redemption preference rights but get treated as common stockholders on an as converted basis. The Company believes that the issuance of the Series A Preferred Stock was exempt from the registration requirements under the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act in that said transaction did not involve a public solicitation and said restricted shares were issued to only a small number of employees and consultants with an ongoing relationship with the Company. As of September 30, 2022, and December 31, 2021, there were 4,250,579 Preferred Stock Series B On January 3, 2022, the Company authorized and designated a class of 1,600 0.0001 During the three months ended March 31, 2022 the Company issued 1,535 restricted shares of Series B Preferred Stock to GHS Investments (“GHS”) in return for $ 1,500,000 Pursuant to the Series B Designation, each share of Series B Preferred Stock may be converted into $ 1,200 42,000 300,000 During the three months ended June 30, 2022 the Company issued an additional 556 280 280,000 10 266 12,000 87,000 154,200 During the three months ended September 30, 2022 the Company issued an additional 176 164 151,600 12 14,400 45,200 145,103 As of September 30, 2022, and December 31, 2021, there were 2,267 0 Preferred Stock Series C On May 25, 2022 the Company authorized and designated a class of 10,000 0.0001 The holders of the Series C Preferred Stock shall have the right to cast one million (1,000,000) votes for each share held of record on all matters submitted to a vote of holders of the Company’s common stock. These share which represented 3,000,000,000 (billion) votes was value at the trading price of the Company’s securities of $0.0051 on the date of Board of Director approval. 15,300,000 As of September 30, 2022 and December 31, 2021, there were 3,000 0 Warrants In connection with the issuance of Series B Preferred Stock to the Company described in Note 14, the Company issued 264,550,794 0.0788 A summary of warrants is as follows: Schedule of warrants Number of Weighted Balance outstanding, December 31, 2020 23,805,027 Warrants expired or forfeited (8,004,708 ) - Balance outstanding and exercisable, December 31, 2021 15,800,319 $ 0.00475 Warrants exercised or forfeited (15,800,319 ) Warrants granted during the nine months ended September 30, 2022 $ 0.00788 (a) Balance outstanding and exercisable, September 30, 2022 264,550,794 (a) The strike price is subject to adjustment based on the market price of the company’s stock price Information relating to outstanding warrants on September 30, 2022, summarized by exercise price, is as follows: The weighted-average remaining contractual life of all warrants outstanding and exercisable on September 30, 2022 is approximately 4.76 no |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 14 – COMMITMENT AND CONTINGENCIES Litigation Legal Matters DBW Investments, LLC et al As disclosed in greater detail in the Company’s Form 10-Q, filed May 23, 2022, the Company remains in active litigation with DBW Investments, LLC (“DBW”) and Golock Capital, LLC (“Golock”). The remainder of this disclosure will address all material updates since the aforementioned Form 10-Q. On May 6, 2022, the Company filed a motion for leave to amend its answer, affirmative defenses, and counterclaims. As of the date hereof, the Company’s motion is fully submitted to the Court, but no decision has been made. On August 17, 2022, the Company was informed that the case was reassigned from Judge Vernon S. Broderick to Judge Denise L. Cote. The Company remains committed to vigorously defending itself against DBW and Golock LG Capital, LLC et al On June 15, 2022, the Company commenced an action against LG Capital, LLC (“LG Capital”), Joseph Lerman (“Lerman”), Boruch Greenberg (“Greenberg”), and Daniel Gellman (“Gellman”) (LG, Lerman, Greenberg, and Gellman, together, the “LG Defendants”) in the U.S. District Court for the Eastern District of New York. The Company’s complaint alleges that: (i) LG is an unregistered dealer acting in contravention of federal securities laws and, thus, the Company is entitled to rescission—pursuant to Section 29(b) of the Securities Exchange Act of 1934—of all unlawful securities transactions by and between the Company and LG, including the Convertible Promissory Note, dated October 23, 2018 (the “Note”), the Securities Purchase Agreement, dated October 23, 2018 (“SPA”), and all conversions made pursuant to the Note (“Conversions”); (ii) Lerman, Greenberg, and Gellman are liable to the Company as control persons of LG Capital for its violations of federal securities laws; (iii) LG Capital is a RICO enterprise, that Lerman, Greenberg, and Gellman are RICO culpable persons who controlled LG Capital, and the LG Defendants violated RICO by engaging in unlawful debt collection through the Note and Conversions; (iv) Lerman, Greenberg, and Gellman conspired to violate RICO through unlawful debt collection; (v) the LG Defendants have been unjustly enriched at the expense of the Company through the Note, SPA, and Conversions; and (vi) a constructive trust be imposed against the LG Defendants. The LG Defendants are obligated to answer or otherwise respond to the Company’s complaint on or before August 30, 2022. The Company remains committed to vigorously asserting its legal claims against the LG Defendants. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Subsequent to September 30. 2022 the Company raise $ 166,341 36 75,193,682 15,104,986 0.00286 On October 12, 2022 the Company entered into a joint venture agreement with Kokku Games Ltda., South America’s largest gaming and entertainment co-development firm to provide entertainers and their team tools and services needed to streamline, production, management and promotion. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP The Company consolidates its results with its wholly-owned subsidiary, Stage It Corp. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production. The Company also recognizes revenue on the sale of CDs and USB drives that contain the recording of live concerts and are made available to concert attendees immediately after the show and online. Revenue is recognized on the sale of a product when our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased. As of September 30, 2022 and December 31, 2021 deferred revenue amounted to $ 856,250 74,225 |
Management’s Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates include the assumptions used for the determination of goodwill and intangible assets, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates. |
Stock Purchase Warrants | Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. There were no |
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 September 30, 2022, because their impact was anti-dilutive. As of September 30, 2022, the Company had 264,550,794 10,325,196 |
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 Property Plant Equipment Estimated Useful Lives Computers, software, and office equipment 3 Furniture and fixtures 7 As of September 30, 2022, the Company’s property, which consisted solely of computers, amounted to $ 18,097 0 19,725 0 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s financial statements and financial statement disclosures. |
SIGNIFICANT AND CRITICAL ACCO_3
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant Equipment Estimated Useful Lives | Schedule of Property Plant Equipment Estimated Useful Lives Computers, software, and office equipment 3 Furniture and fixtures 7 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of fair value of consideration | Schedule of fair value of consideration Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share $ 418,917 Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share 944,583 Net liabilities assumed 2,871,066 Earnout liability 7,679,984 Cash paid 1,085,450 Fair value of total consideration paid $ 13,000,000 |
Schedule of net asset acquired and liabilities assumed | Schedule of net asset acquired and liabilities assumed Cash and cash equivalents $ 107,689 Property 36,882 Total assets 144,571 Accounts payable and accrued liabilities 1,711,349 Notes payable 526,385 Deferred revenue 777,903 Total liabilities $ 3,015,637 Net liabilities assumed $ 2,871,066 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities September 30, 2022 December 31, 2021 Accounts payable and accrued expense $ 2,417,266 $ 588,275 Accrued interest 292,790 189,527 Soundstr Obligation 145,529 145,259 Total accounts payable and accrued liabilities $ 2,855,585 $ 923,061 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible notes payable | Schedule of Convertible notes payable September 30, December 31, Various Convertible Notes $ 43,500 43,500 Golock Capital, LLC Convertible Notes (a) 339,011 339,011 Other Convertible Notes (b) 88,203 253,203 Total Convertible Notes $ 470,714 635,714 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of warrants | Schedule of warrants Number of Weighted Balance outstanding, December 31, 2020 23,805,027 Warrants expired or forfeited (8,004,708 ) - Balance outstanding and exercisable, December 31, 2021 15,800,319 $ 0.00475 Warrants exercised or forfeited (15,800,319 ) Warrants granted during the nine months ended September 30, 2022 $ 0.00788 (a) Balance outstanding and exercisable, September 30, 2022 264,550,794 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 shares | |
TGRI [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Number of shares outstanding | 50,762,987 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 112,193 | $ 36,958 | |
Negative working capital | 14,528,526 | ||
Accumulated deficit | 31,917,445 | $ 13,835,294 | |
Net cash used in operating activities | $ 749,643 | $ 913,466 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Preoperty and equipment useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Preoperty and equipment useful life | 7 years |
SIGNIFICANT AND CRITICAL ACCO_5
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Deferred revenue | $ 856,250 | $ 74,225 | ||
Derivative liabilities | 0 | 0 | ||
Fixed asset net | 18,097 | $ 0 | ||
Depreciation expense | 19,725 | $ 0 | ||
Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Threshold for depreciating | 200 | |||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Threshold for depreciating | $ 1,000 | |||
Convertible Notes Payables [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Potentially dilutive securities, outstanding | 10,325,196 | |||
Warrant [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Potentially dilutive securities, outstanding | 264,550,794 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Jan. 09, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Prepaid expenses | $ 100,000 | $ 464,336 | $ 100,000 |
MT Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Description of payment | Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Revenues from related party | $ 3,090 | $ 2,714 | $ 9,579 | $ 9,295 | |
License cost | 479 | $ 465 | |||
Accrued payroll-officers | 259,250 | 259,250 | $ 233,750 | ||
Two Officers [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued payroll-officers | $ 259,250 | 259,250 | 233,750 | ||
Chief Executive Officers [Member] | |||||
Related Party Transaction [Line Items] | |||||
Compensation cost | $ 170,000 | ||||
Advances from company | $ 10,000 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - V N U E Acquisition [Member] | Feb. 13, 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] | ||
Number of shares acquisition | 135,000,000 | |
Fair value consideration paid to goodwill | $ 10,400,000 | |
Fair value consideration paid to intangible assets | $ 2,600,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | $ 2,058,333 |
Amortization of intangible assets | 541,577 |
2022 | 216,668 |
2023 | 866,666 |
2024 | 866,666 |
2025 | $ 108,333 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expense | $ 2,417,266 | $ 588,275 |
Accrued interest | 292,790 | 189,527 |
Soundstr Obligation | 145,529 | 145,259 |
Total accounts payable and accrued liabilities | $ 2,855,585 | $ 923,061 |
PURCHASE LIABILITY (Details Nar
PURCHASE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Oct. 16, 2017 | Sep. 30, 2022 | Dec. 31, 2021 | |
Dividends Payable [Line Items] | |||
Earnout Liabilities | $ 7,679,984 | ||
Dividend Declared [Member] | |||
Dividends Payable [Line Items] | |||
Purchase liability | $ 300,000 | $ 7,979,984 | $ 300,000 |
Purchase price | $ 50,000 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Shares To Be Issued | ||
Common stock to be issued, value | $ 1,020,571 | $ 247,707 |
Common stock to be issued, shares | 5,204,352 | |
Number of shares issuable | 76,521,235 | |
Number of shares issuable, value | $ 772,864 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Notes Payable | $ 869,157 | $ 1,143,262 |
Debt Instrument, Interest Rate During Period | 8% | |
Other Notes Payable | $ 857,157 | |
Liabilities for acquisition | $ 273,385 | |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Notes Payable | $ 12,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 470,714 | $ 635,714 | |
Various Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | 43,500 | 43,500 | |
Golock Capital, LLC Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [1] | 339,011 | 339,011 |
Other Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [2] | $ 88,203 | $ 253,203 |
[1]On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ 40,000 10% November 2, 2018 0.015 2,500,000 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) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. 553,000 43,250 302,067 0 8% 165,000 November 16, 2021 73,204 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 29, 2019 | Feb. 02, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-Term Debt [Line Items] | ||||||
Exercise price | $ 0.00475 | |||||
GHS Investments [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest rate | 8% | |||||
Maturity date description | November 16, 2021 | |||||
Convertible promissory note | $ 165,000 | |||||
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. | |||||
Convertible notes payable | $ 339,010 | |||||
Debt conversion, converted instrument, amount | 53,331 | |||||
Debt conversion, converted instrument, accured interest | $ 23,102 | |||||
Debt conversion, converted instrument, shares issued | 100,000,000 | |||||
Notes past due | $ 285,679 | |||||
Amendment [Member] | Lender [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes past due | $ 73,204 | |||||
Golock Capital, LLC Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 40,000 | |||||
Interest rate | 10% | |||||
Maturity date description | November 2, 2018 | |||||
Conversion price | $ 0.015 | |||||
Warrant issued to common stock | 2,500,000 | |||||
Exercise price | $ 0.015 | |||||
Related debt discount | $ 40,000 | $ 0 | ||||
Debt instrument, description | Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. | |||||
Increase/decrease in derivative liability | $ 553,000 | |||||
Financing cost | $ 43,250 | |||||
Convertible notes payable | $ 302,067 | |||||
Debt instrument, principal amount | 339,011 | |||||
Amount of additional penalties and interest | $ 1,172,782 |
STOCKHOLDER'S DEFICIT (Details)
STOCKHOLDER'S DEFICIT (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Equity [Abstract] | |||
Number of warrants, Begining Balance | 15,800,319 | 23,805,027 | |
Number of warrants, Warrants expired or forfeited | (15,800,319) | (8,004,708) | |
Weighted average exercise price, Warrants expired or forfeited | |||
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance | $ 0.00475 | ||
Weighted Average Exercise Price, Warrants granted | [1] | $ 0.00788 | |
Number of warrants, Ending Balance | 264,550,794 | 15,800,319 | |
[1]The strike price is subject to adjustment based on the market price of the company’s stock price |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 03, 2022 | May 25, 2022 | Jul. 02, 2019 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | May 22, 2019 | |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 1,525,709,549 | 1,525,709,549 | 1,411,799,497 | |||||
Common stock, shares outstanding | 1,525,709,549 | 1,525,709,549 | 1,411,799,497 | |||||
Common stock capitalized | 2,000,000,000 | |||||||
Preferred stock capitalized | 5,000,000 | |||||||
Financing fees | $ 14,400 | $ 12,000 | ||||||
Shares issued for commitment fee | 12 | 10 | ||||||
Shares issued issued to retire debt | 266 | |||||||
Beneficial conversion feature | $ 45,200 | $ 87,000 | ||||||
Loss on retirement of debt | 154,200 | |||||||
Accrued dividends | 145,103 | $ 145,103 | ||||||
Non-cash charge | $ 15,300,000 | |||||||
Warrants issued | 264,550,794 | |||||||
Strike price | $ 0.0788 | |||||||
Weighted-average remaining contractual life | 4 years 9 months 3 days | |||||||
Intrinsic value of warrants outstanding | 0 | $ 0 | ||||||
Intrinsic value of warrants exercisable | $ 0 | $ 0 | ||||||
Board of Directors Chairman [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock voting rights | These share which represented 3,000,000,000 (billion) votes was value at the trading price of the Company’s securities of $0.0051 on the date of Board of Director approval. | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Shares authorized | 20,000,000 | |||||||
Designated shares | 4,126,776 | |||||||
Series A 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 | $ 0.0001 | |||||
Preferred stock, shares issued | 4,250,579 | 4,250,579 | 4,250,579 | |||||
Preferred stock shares outstanding | 4,250,579 | 4,250,579 | 4,250,579 | |||||
Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Designated shares | 1,600 | |||||||
Return amount | $ 1,500,000 | |||||||
Conversion of Stock, Amount Converted | 1,200 | |||||||
Financing fees | 42,000 | |||||||
Finance Lease, Interest Expense | $ 300,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Shares authorized | 2,500 | 2,500 | 2,500 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 2,267 | 2,267 | 0 | |||||
Preferred stock shares outstanding | 2,267 | 2,267 | 0 | |||||
Additional shares issued | 176 | 556 | ||||||
Shares issued for proceeds | 164 | 280 | ||||||
Proceeds from issuance of preferred stock | $ 151,600 | $ 280,000 | ||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Shares authorized | 10,000 | |||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock, shares issued | 3,000 | 3,000 | 0 | |||||
Preferred stock shares outstanding | 3,000 | 3,000 | 0 | |||||
Designated shares | 10,000 | |||||||
Designated shares, per value | $ 0.0001 | |||||||
Preferred stock voting rights | The holders of the Series C Preferred Stock shall have the right to cast one million (1,000,000) votes for each share held of record on all matters submitted to a vote of holders of the Company’s common stock. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 2 Months Ended |
Nov. 18, 2022 USD ($) $ / shares shares | |
Proceed proceeds from sale | $ | $ 166,341 |
Shares sold in private placement | 75,193,682 |
Warrants issued | 15,104,986 |
Warrants issued price | $ / shares | $ 0.00286 |
Series B Preferred Stock [Member] | |
Sales of stock | 36 |