Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 | 2,007,669,667 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 15,085 | $ 82,807 |
Prepaid expenses | 140,000 | 130,000 |
Total current assets | 155,085 | 212,807 |
Fixed assets, net | 9,134 | |
Total assets | 155,085 | 221,941 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,881,109 | 2,817,102 |
Shares to be issued | 975,174 | 975,174 |
Accrued payroll-officers | 211,286 | 212,250 |
Dividends payable | 359,190 | 210,486 |
Notes payable | 1,159,262 | 1,134,262 |
Deferred revenue | 784,266 | 862,597 |
Convertible notes payable, net | 470,714 | 470,714 |
Total current liabilities | 6,841,000 | 6,682,586 |
Total liabilities | 6,841,000 | 6,682,586 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Common stock, par value $0.0001, 4,000,000,000 shares authorized; 1,895,477,804 and 1,676,014,753 shares issued and outstanding, as of June 30, 2023, and December 31, 2022, respectively | 189,547 | 167,601 |
Additional paid-in capital | 30,899,723 | 30,179,731 |
Accumulated deficit | (37,775,610) | (36,808,403) |
Total stockholders’ deficit | (6,685,915) | (6,460,646) |
Total Liabilities and Stockholders’ Deficit | 155,085 | 221,941 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 1,895,477,804 | 1,676,014,753 |
Common stock, shares outstanding | 1,895,477,804 | 1,676,014,753 |
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 | 2,504 | 2,305 |
Preferred stock, shares outstanding | 2,504 | 2,305 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10 | 10 |
Preferred stock, shares issued | 3,000 | 3,000 |
Preferred stock, shares outstanding | 3,000 | 3,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues - related party | $ 125,428 | $ 1,440 | $ 129,304 | $ 6,489 |
Revenue, net | 17,856 | 91,581 | 102,726 | 128,202 |
Total revenue | 143,284 | 93,021 | 232,030 | 134,691 |
Direct costs of revenue | 101,077 | 112,213 | 149,279 | 152,726 |
Gross profit (loss) | 42,208 | (19,192) | 82,751 | (18,036) |
Operating expenses: | ||||
Stock-based compensation | 18,500 | 15,300,000 | 18,500 | 15,300,000 |
General and administrative expense | 113,601 | 57,109 | 218,419 | 120,311 |
Payroll expenses | 89,687 | 125,279 | 216,788 | 246,830 |
Professional fees | 204,660 | 129,925 | 325,435 | 481,878 |
Amortization of intangible assets | 216,667 | 325,000 | ||
Total operating expenses | 407,948 | 15,828,980 | 760,642 | 16,474,019 |
Operating loss | (365,740) | (15,848,173) | (677,891) | (16,492,055) |
Other income | ||||
Loss on the extinguishment of debt | (154,200) | (154,200) | ||
Financing costs | (79,359) | (160,749) | (140,613) | (678,905) |
Other (expense), net | (79,359) | (314,949) | (140,613) | (833,105) |
Net (loss) | (445,100) | (16,163,122) | (818,504) | (17,325,160) |
Preferred B Stock dividends | (83,107) | (51,915) | (148,703) | (82,984) |
Net (loss) available to common shareholders | $ (528,206) | $ (16,215,037) | $ (967,207) | $ (17,408,143) |
Net loss per common share - basic | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Net loss per common share - diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding basic | 1,851,028,206 | 1,470,664,691 | 1,782,958,071 | 1,443,141,667 |
Weighted average common shares outstanding diluted | 1,851,028,206 | 1,470,664,691 | 1,782,958,071 | 1,443,141,667 |
CONSOLIDATED STATEMENTS OF CHAN
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, 2021 | $ 425 | $ 141,177 | $ 10,900,652 | $ (13,835,294) | $ (2,793,040) | ||
Beginning balance, shares at Dec. 31, 2021 | 4,250,579 | 1,411,799,497 | |||||
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 | ||||||
Beneficial conversion feature of Preferred B shares | 300,000 | 300,000 | |||||
Common stock issued for services | $ 600 | 56,200 | 56,800 | ||||
Common stock issued for services, shares | 6,000,000 | ||||||
Shares issued upon conversion of convertible notes payable | $ 4,148 | 414,770 | 418,918 | ||||
Shares issued upon conversion of convertible notes payable, shares | 41,476,963 | ||||||
Net loss | (1,193,106) | (1,193,106) | |||||
Ending balance, value at Mar. 31, 2022 | $ 425 | $ 145,925 | 13,213,622 | (15,028,400) | (1,668,428) | ||
Ending balance, shares at Mar. 31, 2022 | 4,250,579 | 1,535 | 1,459,276,460 | ||||
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 | 29,364,119 | (31,243,437) | (1,731,445) | ||
Ending balance, shares at Jun. 30, 2022 | 4,250,579 | 2,091 | 3,000 | 1,474,506,186 | |||
Beginning balance, value at Dec. 31, 2022 | $ 425 | $ 167,601 | 30,179,731 | (36,808,403) | (6,460,646) | ||
Beginning balance, shares at Dec. 31, 2022 | 4,250,579 | 2,305 | 3,000 | 1,676,014,753 | |||
Issuance of Preferred B Shares for cash | 111,000 | 111,000 | |||||
Issuance of Preferred B Shares for cash, shares | 111 | ||||||
Financing fee paid in Preferred B shares | 6,000 | 6,000 | |||||
Financing fee paid in Preferred B shares, shares | 6 | ||||||
Series B dividends | (65,596) | (65,596) | |||||
Shares issued from the Company's equity line for cash | $ 10,749 | 247,848 | 258,597 | ||||
Shares issued for the Companys equity line for cash, shares | 107,494,116 | ||||||
Net loss | (373,404) | (373,404) | |||||
Ending balance, value at Mar. 31, 2023 | $ 425 | $ 178,350 | 30,544,579 | (37,247,403) | (6,524,049) | ||
Ending balance, shares at Mar. 31, 2023 | 4,250,579 | 2,422 | 3,000 | 1,783,508,869 | |||
Issuance of Preferred B Shares for cash | 81,012 | 81,012 | |||||
Issuance of Preferred B Shares for cash, shares | 73 | ||||||
Financing fee paid in Preferred B shares | 9,988 | 9,988 | |||||
Financing fee paid in Preferred B shares, shares | 9 | ||||||
Series B dividends | (83,107) | (83,107) | |||||
Shares issued from the Company's equity line for cash | $ 10,697 | 246,144 | 256,841 | ||||
Shares issued for the Companys equity line for cash, shares | 106,968,935 | ||||||
Common stock issued for services | $ 500 | 18,000 | 18,500 | ||||
Common stock issued for services, shares | 5,000 | ||||||
Net loss | (445,100) | (445,100) | |||||
Ending balance, value at Jun. 30, 2023 | $ 425 | $ 189,547 | $ 30,899,723 | $ (37,775,610) | $ (6,685,915) | ||
Ending balance, shares at Jun. 30, 2023 | 4,250,579 | 2,504 | 3,000 | 1,890,477,804 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net (loss) | $ (818,504) | $ (17,325,160) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Depreciation | 9,134 | 9,822 |
Amortization of intangible assets | 325,000 | |
Loss on the extinguishment of debt | 154,200 | |
Beneficial conversion feature of Preferred B stock | 20,000 | 387,000 |
Issuance of Preferred C voting stock | 15,300,000 | |
Shares issued for financing costs | 23,600 | 54,000 |
Shares issued for services | 18,500 | 56,800 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (10,000) | 364,336 |
Accounts payable and accrued interest | 63,996 | 107,361 |
Deferred revenue | (78,331) | (398) |
Accrued payroll officers | (965) | 9,500 |
Net cash (used in) operating activities | (772,570) | (557,538) |
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: | ||
Proceeds from the Company's equity line from the sale of common stock | 515,438 | |
Payments on promissory notes | (253,000) | |
Proceeds from the sale of Series B Preferred Stock | 164,400 | 1,780,000 |
Proceeds from the issuance of promissory notes | 25,000 | 3,000 |
Net cash provided by investing activities | 704,838 | 1,530,000 |
Net Increase (Decrease) In Cash | (67,732) | (5,299) |
Cash At The Beginning Of The Period | 82,807 | 36,958 |
Cash At The End Of The Period | 15,075 | 31,659 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash information: | ||
Common shares issued for the Stage It acquisition | 572,738 | |
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 | 6 Months Ended |
Jun. 30, 2023 | |
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”). On February 13, 2022, we 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 contracted to 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”). At the same time, Stage It and several of the shareholders of Stage It entered into a voting agreement concerning the Merger. Pursuant to the Merger Agreement, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) were converted into the right to receive the applicable portion of the Merger Consideration. $ 1,085,450 The Merger Agreement provides for the issuance of earnout shares which the company estimates will not be achieved. 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 issued the initial 135,000,000 |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, the Company had $ 15,085 6,685,915 37,775,610 772,570 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 June 30, 2023, 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. |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 6 Months Ended |
Jun. 30, 2023 | |
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 from 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 June 30, 2023 deferred revenue amounted to $ 784,266 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 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 June 30, 2023, because their impact would have been anti-dilutive. 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 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 property plant equipment estimated useful lives Computers, software, and office equipment 3 Furniture and fixtures 7 As of June 30, 2023, the Company’s property was fully depreciated. Depreciation expense for the six months ended June 30, 2023, and 2022, amounted to $ 9,134 9,822 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. As of December 31, 2022, the Company determined that its goodwill and intangibles were fully impaired, and as a result, recorded an impairment of goodwill and intangible assets amounting to $ 4,261,683 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 | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE | NOTE 4 – PREPAID EXPENSE As of June 30, 2023 and December 31, 2022, the balances in prepaid expenses was $________ and $ 130,000 Schedule of prepaid expense June 30, December 31, Matchbox Twenty (“MT”) agreement $ 50,000 $ 100,000 Deposit with joint venture partner 90,000 30,000 Total prepaid expenses $ 140,000 $ 130,000 The MT 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 129,404 6,489 6,485 324 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 Chief Executive Officer advanced $ 10,000 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 6 Months Ended |
Jun. 30, 2023 | |
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 Cash paid 1,085,450 Fair value of total consideration paid $ 5,320,016 Net assets acquired and liabilities assumed Schedule of net asset acquired and liabilities assumed Cash and cash equivalents $ 107,689 Computer equipment 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 2,600,000 758,333 On December 31, 2022, the Company, based on its internal analysis, estimated that its Stage It subsidiary would not achieve its Earnout and that all of the goodwill and intangible assets relating to the acquisition of Stage It was fully impaired. As a result, the Company recorded an impairment of goodwill and intangible assets charge net of the earnout reversal of $ 4,262,683 The amount of $4,262,683 was calculated as follows: Schedule of net impairment Goodwill impairment $ 10,400,000 Intangible assets impairment 1,542,847 Reversal of Earnout liability (7,679,984 ) Net impairment $ 4,262,863 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
DEFERRED REVENUE | NOTE 7 – DEFERRED REVENUE As of June 30, 2023 deferred revenue amount to $ 784,266 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, and December 31, 2022: Schedule of accrued liabilities June 30, 2023 December 31, 2022 Accounts payable and accrued expense $ 2,397,459 $ 2,389,231 Accrued interest 338,391 282,612 Soundstr Obligation 145,259 145,259 Total accounts payable and accrued liabilities $ 2,881,109 $ 2,817,102 |
SHARES TO BE ISSUED
SHARES TO BE ISSUED | 6 Months Ended |
Jun. 30, 2023 | |
Shares To Be Issued | |
SHARES TO BE ISSUED | NOTE 9 – SHARES TO BE ISSUED As of June 30, 2023 and December 31, 2022, the balances of shares to be issued were 975,174 975,174 ● As of December 31, 2022, the Company had not yet issued 5,204,352 247,707 ● During the year ended December 31, 2022, pursuant to the acquisition of Stage It described throughout this Report, an additional 72,026,422 727,647 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE The balance of the Notes Payable outstanding as of June 30, 2023, and December 31, 2022, was $ 1,159,262 1,134,262 8% 885,157 274,104 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consist of the following: Schedule of convertible notes payable June 30, December 31, Various Convertible Notes (a) $ 131,703 131,703 Golock Capital, LLC Convertible Notes (b) 339,011 339,011 Total Convertible Notes $ 470,714 470,714 (a) This total is comprised of six convertible notes with five different noteholders. With the exception of one note for $28,500 due to a former related party which is interest free, all of the remaining notes at a 10% interest rate are past due their maturity. The Company has not received any default notices on these notes and continues to accrue interest on these notes. Additionally, $73,204 of these notes due to DBW Investments is in dispute. (b) On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Golock”) 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 Golock 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 Golock 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 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 12 – STOCKHOLDERS’ DEFICIT Common stock The Company has authorized 4,000,000,000 0.0001 1,895,477,804 1,676,014,753 214,463,051 515,438 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 5,000,000 As of June 30, 2023 and 2022 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 June 30, 2023, and December 31, 2022, there were 4,250,579 Preferred Stock Series B (Update) On January 3, 2022, the Company authorized and designated a class of 2,500 0.0001 As of June 30, 2023 there were 2,504 During the six months ended June 30, 2023, the Company issued 199 164,400 Warrants In connection with the issuance of Series B Preferred Stock to the Company described in Note 14, the Company issued 279,655,690 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 Warrants exercised or forfeited (15,800,319 ) Warrants granted during the year ended December 31, 2022 279,655,690 Balance outstanding and exercisable, December 31, 2022 279,655,690 Warrants exercised or forfeited - Warrants granted during the six months ended June 30, 2023 55,785,127 Balance outstanding and exercisable, June 30, 2023 335,440,817 (a) (a) The strike price on these warrants range between $0.01122 and $0.00264 and are subject to adjustment based on the market price of the Company’s stock price. Information relating to outstanding warrants on June 30, 2023, summarized by exercise price, is as follows: The weighted-average remaining contractual life of all warrants outstanding and exercisable on June 30, 2023 is approximately 4.25 Preferred Stock Series C On May 25, 2022, the Company authorized and designated a class of 10,000 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 valued 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 June 30, 2023 and December 31, 2022, there were 3,000 |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 13 – COMMITMENT AND CONTINGENCIES Litigation Legal Matters 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 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. On June 7, 2022, the Company filed a voluntary dismissal of the action because the parties reached a confidential settlement. 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 Plaintiff’s 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 Plaintiff’s claims. On September 1, 2022, the Company filed an amended answer with counterclaims against the Golock Plaintiffs and their control persons asserting claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and the Act. On September 23, the Golock Plaintiffs filed a motion to dismiss the counterclaims. On February 14, 2023, the Court granted the motion to dismiss and also dismissed all claims against the Golock Plaintiff’s control persons. The Company remains committed to actively litigating its affirmative defenses under the Act of and RICO. DBW Investments, LLC et al – Trial Court As disclosed in greater detail in the Company’s Form 10-Q, filed May 19, 2023, the Company remains in active litigation with DBW Investments, LLC (“DBW”) and Golock Capital, LLC (“Golock”). On May 22, 2023, a bench trial was held in this dispute. On June 1, 2023, the Court published its opinion and order, wherein the Court found the Company did not successfully establish its criminal usury defense and, thus, ruled in DBW and Golock’s favor on their breach of contract claims. On June 16, 2023, the Court entered an order awarding (a) $1,218,897.62 in favor of Golock, and (b) $268,211.18 in favor of DBW. On July 5, 2023, the Court entered an order awarding Golock and DBW $223,328.20 in attorney’s fees and costs. DBW Investments, LLC et al – Circuit Court On June 2, 2023, the Company appealed the trial court’s decision in favor of DBW Investments, LLC (“DBW”) and Golock Capital, LLC (“Golock”) to the United States Court of Appeals for the Second Circuit, and moved the Second Circuit for a stay of the trial court’s order pending the appeal. On July 27, 2023, the Second Circuit entered an administrative stay of the trial court’s order pending further review by the Second Circuit. The Company’s opening memoranda in support of the appeal is currently due September 13, 2023. The Company remains committed to vigorously defending itself against DBW and Golock. The Company believes its appeal will be successful and has not recorded any liability related to this matter in its financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Subsequent to June 30, 2023, the Company sold 59,691,863 67,711 52,500,000 |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 from 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 June 30, 2023 deferred revenue amounted to $ 784,266 |
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 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 June 30, 2023, because their impact would have been anti-dilutive. |
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 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 property plant equipment estimated useful lives Computers, software, and office equipment 3 Furniture and fixtures 7 As of June 30, 2023, the Company’s property was fully depreciated. Depreciation expense for the six months ended June 30, 2023, and 2022, amounted to $ 9,134 9,822 |
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. As of December 31, 2022, the Company determined that its goodwill and intangibles were fully impaired, and as a result, recorded an impairment of goodwill and intangible assets amounting to $ 4,261,683 |
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) | 6 Months Ended |
Jun. 30, 2023 | |
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 |
PREPAID EXPENSE (Tables)
PREPAID EXPENSE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expense | Schedule of prepaid expense June 30, December 31, Matchbox Twenty (“MT”) agreement $ 50,000 $ 100,000 Deposit with joint venture partner 90,000 30,000 Total prepaid expenses $ 140,000 $ 130,000 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Cash paid 1,085,450 Fair value of total consideration paid $ 5,320,016 |
Schedule of net asset acquired and liabilities assumed | Schedule of net asset acquired and liabilities assumed Cash and cash equivalents $ 107,689 Computer equipment 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 |
Schedule of net impairment | Schedule of net impairment Goodwill impairment $ 10,400,000 Intangible assets impairment 1,542,847 Reversal of Earnout liability (7,679,984 ) Net impairment $ 4,262,863 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities June 30, 2023 December 31, 2022 Accounts payable and accrued expense $ 2,397,459 $ 2,389,231 Accrued interest 338,391 282,612 Soundstr Obligation 145,259 145,259 Total accounts payable and accrued liabilities $ 2,881,109 $ 2,817,102 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable June 30, December 31, Various Convertible Notes (a) $ 131,703 131,703 Golock Capital, LLC Convertible Notes (b) 339,011 339,011 Total Convertible Notes $ 470,714 470,714 (a) This total is comprised of six convertible notes with five different noteholders. With the exception of one note for $28,500 due to a former related party which is interest free, all of the remaining notes at a 10% interest rate are past due their maturity. The Company has not received any default notices on these notes and continues to accrue interest on these notes. Additionally, $73,204 of these notes due to DBW Investments is in dispute. (b) On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Golock”) 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 Golock requests conversion. 553,000 43,250 302,067 0 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Warrants exercised or forfeited (15,800,319 ) Warrants granted during the year ended December 31, 2022 279,655,690 Balance outstanding and exercisable, December 31, 2022 279,655,690 Warrants exercised or forfeited - Warrants granted during the six months ended June 30, 2023 55,785,127 Balance outstanding and exercisable, June 30, 2023 335,440,817 (a) (a) The strike price on these warrants range between $0.01122 and $0.00264 and are subject to adjustment based on the market price of the Company’s stock price. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | |||
May 29, 2015 | Feb. 13, 2023 | Dec. 31, 2022 | Feb. 14, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Cash paid | $ 1,085,450 | |||
Initial shares issued | 5,204,352 | 135,000,000 | ||
TGRI [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of shares outstanding | 50,762,987 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash on hand | $ 15,085 | $ 82,807 | |
Negative working capital | 6,685,915 | ||
Accumulated deficit | 37,775,610 | $ 36,808,403 | |
Net cash used in operating activities | $ 772,570 | $ 557,538 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 6 Months Ended |
Jun. 30, 2023 | |
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 | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Deferred revenue | $ 784,266 | $ 862,597 | |
Derivative liabilities | 0 | $ 0 | |
Depreciation expense | 9,134 | $ 9,822 | |
Impairment of goodwill and intangible assets | $ 4,261,683 |
PREPAID EXPENSE (Details)
PREPAID EXPENSE (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Matchbox Twenty (“MT”) agreement | $ 50,000 | $ 100,000 |
Deposit with joint venture partner | 90,000 | 30,000 |
Total prepaid expenses | $ 140,000 | $ 130,000 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Prepaid expenses | $ 140,000 | $ 130,000 |
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 $40,000 paid on March 4, 2020 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Revenues from related party | $ 129,404 | $ 6,489 | |
License cost | $ 6,485 | $ 324 | |
Chief Executive Officers [Member] | |||
Related Party Transaction [Line Items] | |||
Advances from company | $ 10,000 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) | Feb. 13, 2023 | Feb. 13, 2022 |
Business Acquisition [Line Items] | ||
Cash paid | $ 1,085,450 | |
VNUE Acquisition [Member] | ||
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 | |
Cash paid | 1,085,450 | |
Fair value of total consideration paid | $ 5,320,016 |
BUSINESS ACQUISITION (Details 1
BUSINESS ACQUISITION (Details 1) - VNUE Acquisition [Member] | Feb. 13, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 107,689 |
Computer equipment | 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 2
BUSINESS ACQUISITION (Details 2) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Goodwill impairment | $ 10,400,000 |
Intangible assets impairment | 1,542,847 |
Reversal of Earnout liability | (7,679,984) |
Net impairment | $ 4,262,863 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 14, 2022 | Dec. 31, 2022 | Feb. 13, 2022 | |
Business Acquisition [Line Items] | |||
Amortization of intangible assets | $ 758,333 | ||
Impairment of goodwill and intangible assets charge | $ 4,262,683 | ||
VNUE Acquisition [Member] | |||
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 |
DEFERRED REVENUE (Details Narra
DEFERRED REVENUE (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred revenue | $ 784,266 | $ 862,597 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expense | $ 2,397,459 | $ 2,389,231 |
Accrued interest | 338,391 | 282,612 |
Soundstr Obligation | 145,259 | 145,259 |
Total accounts payable and accrued liabilities | $ 2,881,109 | $ 2,817,102 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2023 | Feb. 14, 2022 | |
Shares To Be Issued | |||
Common stock to be issued, value | $ 975,174 | $ 975,174 | |
Common stockshares to be issued | 5,204,352 | 135,000,000 | |
Common stock shares to be issued, value | $ 247,707 | ||
Number of shares issuable | 72,026,422 | ||
Number of shares issuable, value | $ 727,647 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Notes payable | $ 1,159,262 | $ 1,134,262 |
Accruing interest | 8% | |
Ylimit [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Notes payable | $ 885,157 | |
Former Stage [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Notes payable | $ 274,104 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Feb. 02, 2018 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | ||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | $ 470,714 | $ 470,714 | |||
Warrant issued to common stock | 214,463,051 | ||||
Various Convertible Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | [1] | $ 131,703 | 131,703 | ||
Golock Capital, LLC Convertible Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Convertible notes payable | [2] | $ 339,011 | $ 339,011 | ||
Principal amount | $ 40,000 | ||||
Interest rate | 10% | ||||
Maturity date | Nov. 02, 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 Golock requests conversion. | ||||
Increase/decrease in derivative liability | $ 553,000 | ||||
Financing cost | $ 43,250 | ||||
Convertible notes payable | $ 302,067 | ||||
[1]This total is comprised of six convertible notes with five different noteholders. With the exception of one note for $28,500 due to a former related party which is interest free, all of the remaining notes at a 10% interest rate are past due their maturity. The Company has not received any default notices on these notes and continues to accrue interest on these notes. Additionally, $73,204 of these notes due to DBW Investments is in dispute.[2]On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Golock”) 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) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that Golock requests conversion. 553,000 43,250 302,067 0 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 29, 2019 | Feb. 02, 2018 | Jun. 30, 2023 | Dec. 31, 2019 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 470,714 | $ 470,714 | ||||
Golock Capital, LLC Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, description | Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that Golock requests conversion. | |||||
Convertible notes payable | [1] | 339,011 | $ 339,011 | |||
Debt instrument, principal amount | 339,011 | |||||
Amount of additional penalties and interest | $ 1,172,782 | |||||
Amendment [Member] | Golock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, description | They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months, exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that Golock 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 | |||||
[1]On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Golock”) 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 Golock requests conversion. 553,000 43,250 302,067 0 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Equity [Abstract] | ||||
Number of warrants, Begining Balance | 279,655,690 | 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 | ||||
Warrants granted | 55,785,127 | 279,655,690 | ||
Number of warrants, Ending Balance | 335,440,817 | [1] | 279,655,690 | 15,800,319 |
[1]The strike price on these warrants range between $0.01122 and $0.00264 and are subject to adjustment based on the market price of the Company’s stock price. |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 25, 2022 | Jul. 02, 2019 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | May 22, 2019 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 1,895,477,804 | 1,676,014,753 | ||||
Common stock, shares outstanding | 1,895,477,804 | 1,676,014,753 | ||||
Number of shares sold during the period | 214,463,051 | |||||
Number of value old during the period | $ 515,438 | |||||
Common stock capitalized | 2,000,000,000 | |||||
Preferred stock capitalized | 5,000,000 | |||||
Warrants issued | 279,655,690 | |||||
Strike price | $ 0.0788 | |||||
Weighted-average remaining contractual life | 4 years 3 months | |||||
Non cash charge | $ 15,300,000 | |||||
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 valued at the trading price of the Company’s securities of $0.0051 on the date of Board of Director approval. | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Preferred stock, shares 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 A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Designated shares | 4,126,776 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 2,500 | 2,500 | ||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 2,504 | 2,305 | ||||
Preferred stock, shares outstanding | 2,504 | 2,305 | ||||
Proceeds from issuance of preferred stock | $ 164,400 | |||||
Series B Preferred Stock [Member] | GHS Investments [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued for proceeds | 199 | |||||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10 | 10 | ||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 3,000 | 3,000 | ||||
Preferred stock, shares outstanding | 3,000 | 3,000 | ||||
Designated shares | 10,000 | |||||
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. | |||||
Preferred Stock Series C [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares outstanding | 3,000 | 3,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended |
Aug. 21, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||
Number of common stock sold | 214,463,051 | |
Subsequent Event [Member] | G H S [Member] | ||
Subsequent Event [Line Items] | ||
Number of common stock sold | 59,691,863 | |
Proceeds from line of credit | $ 67,711 | |
Stock issued during the period for consulting services | 52,500,000 |