UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

VNUE, INC.

(Exact name of registrant as specifiedin its charter)

104 W. 29^th Street, 11^thFloor, New York, NY 10001
Telephone: 857-777-6190
(Address and telephone number of principal executive offices)

Corporate Service Center, Inc.

5605 Riggins Court, Suite 200

Reno, Nevada 89502

Telephone: 866-411-2002
(Name, address and telephone number of agent for service)

with a copy to:

Matheau J. W. Stout, Esq.

400 E. Pratt Street, 8^thFloor

Baltimore, Maryland 21202

Telephone: (410) 429-7076  Facsimile: (888) 907-1740

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box.  x

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.  o

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitionsof “ large accelerated filer, ” “ accelerated filer, ” and “ smaller reporting company: in Rule12b-2 of the Exchange Act (Check one):

Largeaccelerated filer   o       Accelerated filer   o      Non-accelerated filer   o      Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

(1)

Represents the number of sharesof common stock of the Registrant that we will initially put (“Put Shares”) to Tarpon Bay Partners, LLC (“Tarpon”),pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) between Tarpon and the Registrant, effectiveon February 18, 2016.  The Equity Purchase Agreement permits the Registrant to “put” up to $10,000,000 in commonstock to Tarpon.  In the event that the provisions of the Equity Purchase Agreement require the Company to issue more sharesthan are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act,the Company will file a new registration statement to register those additional shares.

(2)

This offering price has beenestimated solely for the purpose of computing the dollar value of the Purchase Shares and the registration fee of the PurchaseShares in accordance with Rule 457(c) of the Securities Act on the basis of the closing price of the common stock of the Companyas reported on OTCMarkets on January 8, 2016.

(3)

Estimated solely for the purposeof calculating the registration fee in accordance with Rule 457 under the Securities Act.

(4)

A registration fee in the aggregateamount of $201.40 was previously paid by the registrant in connection with the filing of a Registration Statement on Form S-1 (RegistrationNo. 333-209086), first filed on January 22, 2016 and subsequently withdrawn prior to the sale of any securities thereunder. Pursuantto Rule 457(p) under the Securities Act, the Registrant hereby applies $201.40 of the previously paid filing fee against amountsdue herewith.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENTON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICHSPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THESECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANTTO SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and maybe changed.  The selling stockholders may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective.  This prospectus is not an offer to sell these securities and is not soliciting anoffer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, Dated February22, 2016

PROSPECTUS

VNUE,INC.

50,000,000 SHARES
COMMON STOCK

This prospectus relates to the resale of up to 50,000,000 sharesof our common stock, par value $0.0001 per share, by Tarpon Bay Partners, LLC (“Tarpon”), which are Put Shares thatwe will put to Tarpon pursuant to the Purchase Agreement.  Tarpon may also be referred to in this document as the SellingSecurity Holder.

The Purchase Agreement with Tarpon provides that Tarpon is committedto purchase up to $10 million of our common stock. We may draw on the facility from time to time, as and when we determine appropriatein accordance with the terms and conditions of the Purchase Agreement.

The Put Shares included in this prospectus represent a portionof the shares issuable to Tarpon under the Purchase Agreement.  

Tarpon is an “underwriter” within the meaning ofthe Securities Act in connection with the resale of our common stock under the Purchase Agreement.  No other underwriteror person has been engaged to facilitate the sale of shares of our common stock in this offering.  This offering will terminate24 months after the registration statement to which this prospectus is made a part is declared effective by the SEC. Tarpon willpay us 90% of the lowest closing price of our common stock for the five trading days immediately following the clearing date associatedwith the applicable Put Notice.

We will not receive any proceeds from the sale of these sharesof common stock offered by Selling Security Holder.  However, we will receive proceeds from the sale of our Put Shares underthe Purchase Agreement.  The proceeds will be used for general administrative expenses as well as for accounting and auditfees.

We will bear all costs associated with this registration.

FINRA approved a change of our name from Tierra Grande Resources,Inc. to VNUE, Inc., effective July 20, 2015. Our common stock formerly traded under the symbol “TGRI” and is now quotedon OTCMarkets under the symbol “VNUE.”  The shares of our common stock registered hereunder are being offeredfor sale by Selling Security Holder at prices established on OTCMarkets during the term of this offering.    These priceswill fluctuate based on the demand for our common stock. On January 8, 2016, the closing price of our common stock was $0.04 pershare. We are using the closing price of $0.04 per share for illustration purposes, as it is close to the average of the 52 weekhigh and low, which are $0.075 and $0.004 as of February 22, 2016.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OFRISK.  SEE RISK FACTORS IN THIS PROSPECTUS BEGINNING ON PAGE 9 FOR A DISCUSSION OF INFORMATION THAT SHOULD BECONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus.  Tarponis offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the timeof delivery of this prospectus or of any sale of our common stock.  This prospectus does not constitute an offer to sell,or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful.  Neitherthe delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances,imply that there has been no change in our affairs since the date of this prospectus.

We will receive no proceeds from the sale of the shares ofcommon stock sold by Tarpon.  However, we will receive proceeds from the sale of securities pursuant to our exercise of thePut Right.

The Date of This Prospectus Is:February 22, 2016

VNUE,INC.

Table of Contents

Summary

The following summary is not complete and does not containall of the information that may be important to you.  You should read the entire prospectus before making an investment decisionto purchase our common shares.  All dollar amounts refer to United States dollars unless otherwise indicated.

Through VNUE, Inc., our wholly owned subsidiary, we now carryon business as a live entertainment music service company which brings bands and fans together by capturing professional qualityaudio and video recordings of live performances and delivers the experience of a venue to your home and hand.

By streamlining the processes of curation, clearing, capturing,distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE captures content through its Front of House mobile applicationand provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing anartist to seamlessly deliver and sell their live performances directly to the fans who attend their shows. 

While VNUE is primarily being used in live music venues, weare also branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professionaldemonstrations and panel discussions, as well as action sports and much more.

We are a development stage company to date we have receivedminimal revenues from our operations.  VNUE, Inc., our wholly owned subsidiary, only recently commenced operations and wehave primarily undertaken only organizational activities and software application development.  Our independent auditorshave raised substantial doubts as to our ability to continue as a going concern without significant additional financing.  Accordingly,for the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and continuewith our development activities.

We were incorporated under the laws of the State of Nevadaeffective April 4, 2006.  Our principal offices are located at 104 W. 29th Street, 11th Floor, New York, NY 10001.  Ourtelephone number is 857-777-6190.

ABOUT THIS OFFERING

This offering relates to the resale of up to an aggregate of$10,000,000 in put shares (“Put Shares”) that we may put to Tarpon pursuant to the Equity Purchase Agreement.  Assumingthe resale of all 50,000,000 shares offered in this prospectus as Put Shares, this would constitute approximately 7.24% of ouroutstanding common stock.  It is likely that the number of shares offered in this registration statement is insufficient toallow us to receive the full amount of proceeds under the Equity Purchase Agreement.

At the closing price of our common stock as reported on OTCMarketson January 8, 2016 of $0.04 per share, we will be able to receive up to $2,000,000 in gross proceeds, assuming the sale of theentire 50,000,000 Put Shares being registered hereunder pursuant to the Equity Purchase Agreement.  We would be required toregister 200,000,000 additional shares to obtain the remaining balance of $8,000,000 under the Equity Purchase Agreement at theclosing price of our common stock as reported on OTCMarkets on January 8, 2016 of $0.04 per share.

We currently do not have enough authorized but unissued sharesof common stock to issue the additional 200,000,000 shares required to obtain the remaining balance of $8,000,000 under the EquityPurchase Agreement, and would evaluate a subsequent registration statement based upon the then current closing price and the totalissued and outstanding at that time.

The amount of $10,000,000 was selected based on our potentialuse of funds over the effective time period to enable us to complete development of the VNUE Platform.  Our ability to receivethe full amount is largely dependent on the daily dollar volume of stock traded during the effective period.  Based strictlyon the current daily trading dollar volume up to February 2016, we believe it is unlikely that we will be able to receive the entire$10,000,000.  

On February 18, 2016, we entered into the Equity Purchase Agreementwith Tarpon pursuant to which, we have the right, for a two year period, commencing on the date of the Equity Purchase Agreement(but not before the date which the SEC first declares effective this registration statement) (the “Commitment Period”),of which this prospectus forms a part, registering the resale of the Put Shares by Tarpon, to resell the Put Shares purchased byTarpon under the Equity Purchase Agreement. As a condition for the execution of the Equity Purchase Agreement, we issued Tarpona promissory note in the principal amount of $25,000, maturing on August 31, 2016, as a commitment fee.

In order to sell shares to Tarpon under the Equity PurchaseAgreement, during the Commitment Period, the Company must deliver to Tarpon a written put notice on any trading day (the “PutDate”), setting forth the dollar amount to be invested by Tarpon (the “Put Notice”).  For each share ofour common stock purchased under the Equity Purchase Agreement, Tarpon will pay 90 percent of the lowest closing bid price (“ClosingPrice”) of any trading day during the ten (10) trading days immediately following the date on which we have deposited anestimated amount of Put Shares to Tarpon’s brokerage account in the manner provided by the Equity Purchase Agreement (the“Valuation Period”).  We may, at our sole discretion, issue a Put Notice to Tarpon and Tarpon will then be irrevocablybound to acquire such shares.

The Equity Purchase Agreement provides that the number of PutShares to be sold to Tarpon shall not exceed the number of shares that when aggregated together with all other shares of our commonstock which Tarpon is deemed to beneficially own, would result in Tarpon owning more than 9.99% of our outstanding common stock.

In the event that during a Valuation Period for any Put Notice,the Closing Price on any trading day falls to a price equal to seventy-five percent (75%) of the average of the closing tradingprices for the ten (10) trading days immediately preceding the date of the Company’s Put Notice (a “Low Bid Price”),then for each such trading day the parties shall have no right to sell and shall be under no obligation to purchase one-tenthof the Investment Amount specified in the Put Notice , and the Investment Amount shall accordingly be deemed reduced by such amount.In the event that during a Valuation Period the Closing Price falls below the Floor Price for any three (3) trading days, notnecessarily consecutive, then the balance of each party’s rights and obligations to purchase and sell the investment amountunder such Put Notice shall terminate on such second trading day (the “Termination Date”).  The put amount shallbe adjusted to include only one-tenth (1/10) of the initial Investment Amount for each trading day during the Valuation Periodprior to the Termination Date that the Bid Price equals or exceeds the Low Bid Price.  

If, during any Valuation Period, we (i) subdivide or combineour common stock; (ii) pay a dividend in shares of common stock or makes any other distribution of shares of common stock; (iii)issue any options or other rights to subscribe for or purchase shares of common stock and the price per share is less than closingprice in effect immediately prior to such issuance; (iv) issue any securities convertible into shares of common stock and theconsideration per share for which shares of common stock may at any time thereafter be issuable pursuant to the terms of suchconvertible securities shall be less that the closing price in effect immediately prior to such issuance; (v) issue shares ofcommon stock otherwise than as provided in the foregoing subsections (i) through (iv) at a price per share less than the closingprice in effect immediately prior to such issuance, or without consideration; or (vi) make a distribution of its assets or evidencesof its indebtedness to the holders of common stock as a dividend in liquidation or by way of return of capital or other than asa dividend payable out of earnings or surplus legally available for dividends under applicable law (collectively, a “ValuationEvent”), then a new Valuation Period shall begin on the trading day immediately after the occurrence of such Valuation Eventand end on the fifth trading day thereafter.

We are relying on an exemption from the registration requirementsof the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.  The transaction does involve a private offering,Tarpon is an “accredited investor” and/or qualified institutional buyer and Tarpon has access to information aboutus and its investment.

Assuming the sale of the entire $10,000,000 in Put Shares beingregistered hereunder pursuant to the Equity Purchase Agreement, we will be able to receive $10,000,000 in gross proceeds.  Neitherthe Equity Purchase Agreement nor any rights or obligations of the parties under the Equity Purchase Agreement may be assignedby either party to any other person.

There are substantial risks to investors as a result of theissuance of shares of our common stock under the Equity Purchase Agreement.  These risks include dilution of stockholders,significant decline in our stock price and our inability to draw sufficient funds when needed.

Tarpon will periodically purchase our common stock under theEquity Purchase Agreement and will, in turn, sell such shares to investors in the market at the market price.  This may causeour stock price to decline, which will require us to issue increasing numbers of common shares to Tarpon to raise the same amountof funds, as our stock price declines.

The Offering

Past Transactions With Tarpon Bay Partners, LLC

On June 15, 2015, we entered into a prior Equity Purchase Agreementfor $5,000,000, and a related Registration Rights Agreement, both of which are effectively supersceded and terminated by the February18, 2016 Equity Purchase Agreement for $10,000,000, and related Registration Rights Agreement dated February 18, 2016. On June15, 2015, we issued a Promissory Note for $50,000 to Tarpon as a fee for the prior June 15, 2015 Equity Purchase Agreement. ThisJune 15, 2015 Note is still a direct financial obligation of the Company and is not replaced by the February 18, 2016 Note for$25,000. We have not done any other transactions with Tarpon Bay Partners, LLC or its affiliates.

Capital Requirements

Analysis of our business acquisition and operations cost indicatea requirement of $10,000,000 or more.  Based on market response to our products, services, and technologies, it is management’sopinion that we will require additional funding.

Risk Factors

An investment in our common stock involves a high degree ofrisk.  You should carefully consider the risks described below and the other information in this prospectus before investingin our common stock.  If any of the following risks occur, our business, operating results and financial condition couldbe seriously harmed.  The trading price of our common stock, when and if we trade at a later date, could decline due to anyof these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR COMPANY

An investment in our common stock involves a high degree ofrisk.  You should carefully consider the following risk factors and the other information in this registration statementbefore investing in our common stock.  Our business and results of operations could be seriously harmed by any of thefollowing risks.  The risks set out below are not the only risks we face.  Additional risks and uncertaintiesnot currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financialcondition and/or operating results.  If any of the following events occur, our business, financial condition and resultsof operations could be materially adversely affected.  In such case, the value and trading price of our common stockcould decline, and you may lose all or part of your investment.

Changes in economic conditions, including continuing effectsfrom the recent recession, could materially affect our business, financial condition and results of operations.

Because our customers are consumers, we, together with therest of the music industry, depend upon consumer discretionary spending. The recent recession, coupled with high unemploymentrates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to creditand reduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economicconditions may remain volatile and may continue to repress consumer confidence and discretionary spending for the near term. 

Damage to our reputation or lack of acceptance of our brandin existing and new markets could negatively impact our business, financial condition and results of operations.

We believe we are building a strong reputation for the qualityof our technology, and we must protect and grow the value of our brand to continue to be successful in the future. Any incidentthat erodes consumer affinity for our brand could significantly reduce its value and damage our business. If customers perceiveor experience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brandvalue could suffer and our business may be adversely affected.

We might not be able to market our products.

We expend significant resources in our marketing efforts, usinga variety of media, including social media venues. We expect to continue to conduct brand awareness programs and guest initiativesto attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantlymore advertising than we are able to purchase. Should our competitors increase spending on advertising and promotions or our advertisingfunds decrease for any reason, or should our advertising and promotions be less effective than our competitors, there could bea material adverse effect on our results of operations and financial condition.

Our business operations and future development could besignificantly disrupted if we lose key members of our management team.

The success of our business continues to depend to a significantdegree upon the continued contributions of our senior officers and key employees, both individually and as a group. Our futureperformance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with our CEO or CFO.The loss of the services of our CEO, senior officers or other key employees could have a material adverse effect on our businessand plans for future development. We have no reason to believe that we will lose the services of any of these individuals in theforeseeable future; however, we currently have no effective replacement for any of these individuals due to their experience,reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies forany of our employees.

Our insurance policies may not provide adequate levels ofcoverage against all claims, and fluctuating insurance requirements and costs could negatively impact our profitability.

We believe our insurance coverage is customary for businessesof our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are notcommercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and resultsof operations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors’and officers’ liability insurance fluctuates based on our historical trends, market conditions and availability. Additionally,health insurance costs in general have risen significantly over the past few years and are expected to continue to increase. Theseincreases, as well as recently-enacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfullyoffset the effect of such increases with plan modifications and cost control measures, additional operating efficiencies or thepass-through of such increased costs to our customers.

We may not be able to adequately protect our intellectualproperty, which, in turn, could harm the value of our brands and adversely affect our business.

Our ability to implement our business plan successfully dependsin part on our ability to further build brand recognition using our trademarks, service marks and other proprietary intellectualproperty, including our names and logo and the unique appearance of our website and applications (“Apps”). We planto register a number of our trademarks. We cannot assure you that our trademark applications will be approved. Third parties mayalso oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks aresuccessfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brand recognition,and could require us to devote resources to advertising and marketing new brands.

If our efforts to register, maintain and protect our intellectualproperty are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value ofour brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achievingor maintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectualproperty rights. If third parties claim that we infringe upon their intellectual property rights, our operating profits couldbe adversely affected. Any claims of intellectual property infringement, even those without merit, could be expensive and timeconsuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources or requireus to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not beavailable to us on acceptable terms or at all. A successful claim of infringement against us could result in our being requiredto pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services,any of which could have a negative impact on our operating profits and harm our future prospects.

Information technology system failures or breaches of ournetwork security could interrupt our operations and adversely affect our business.

We will rely on our computer systems and network infrastructureacross our operations. Our operations depend upon our ability to protect our computer equipment and systems against damage fromphysical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructurethat causes an interruption in our operations could have a material adverse effect on our business and subject us to litigationor actions by regulatory authorities. Although we employ both internal resources and external consultants to conduct auditingand testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and upgrade our securitytechnology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be no assurancethat these security measures will be successful.

Federal, state and local tax rules may adversely impactour results of operations and financial position.

We are subject to federal, state and localtaxes in the U.S.. Although we believe our tax estimates are reasonable, if the Internal Revenue Service (“IRS”) orother taxing authority disagrees with the positions we have taken on our tax returns, we could face additional tax liability,including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes couldhave a material impact on our results of operations and financial position. In addition, complying with new tax rules, laws orregulations could impact our financial condition, and increases to federal or state statutory tax rates and other changes in taxlaws, rules or regulations may increase our effective tax rate. Any increase in our effective tax rate could have a material impacton our financial results.

We may require additional capital tofinance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.

We may require additional capital forfuture operations.  We plan to finance anticipated ongoing expenses and capital requirements with funds generated fromthe following sources:

·  cash provided by operating activities;

·  available cash and cash investments;and

·  capital raised through debt and equityofferings.

Current conditions in the capital markets are such that traditionalsources of capital may not be available to us when needed or may be available only on unfavorable terms.  Our abilityto raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number ofother factors, many of which are outside our control, and on our financial performance.  Accordingly, we cannot assureyou that we will be able to successfully raise additional capital at all or on terms that are acceptable to us.  Ifwe cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition, resultsof operations and prospects.  Further, if we raise capital by issuing stock, the holdings of our existing stockholderswill be diluted.

If we raise capital by issuing debt securities, such debt securitieswould rank senior to our common stock upon our bankruptcy or liquidation.  In addition, we may raise capital by issuingequity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which mayadversely affect the market price of our common stock.  Finally, upon bankruptcy or liquidation, holders of our debtsecurities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our availableassets prior to the holders of our common stock.  Additional equity offerings may dilute the holdings of our existingstockholders or reduce the market price of our common stock, or both.

Our business is dependent upon continued market acceptanceby consumers.

We are substantially dependent on continued market acceptanceof our products by customers, and such customers are dependent upon regulatory and legislative forces. We cannot predict the futuregrowth rate and size of this market.

If we are able to expand our operations, we may be unableto successfully manage our future growth.

Since inception, we have been planning for the expansion ofour brand. Any such growth could place increased strain on our management, operational, financial and other resources, andwe will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international,technical, and other professionals.  In addition, we will need to expand the scope of our infrastructure and our physicalresources.  Any failure to expand these areas and implement appropriate procedures and controls in an efficient mannerand at a pace consistent with our business objectives could have a material adverse effect on our business and results of operations.

Any future litigation could have a material adverse impacton our results of operations, financial condition and liquidity. 

From time to time we may be subject to litigation, includingpotential stockholder derivative actions.  Risks associated with legal liability are difficult to assess and quantify,and their existence and magnitude can remain unknown for significant periods of time.  To date have obtained directorsand officers liability (“D&O”) insurance to cover some of the risk exposure for our directors and officers .Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses including attorneys’fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company.  Therecan be no assurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequateto cover such expenses should such a lawsuit occur.  While neither Nevada law nor our Articles of Incorporation or bylawsrequire us to indemnify or advance expenses to our officers and directors involved in such a legal action, we expect that we woulddo so to the extent permitted by Nevada law.  Without D&O insurance, the amounts we would pay to indemnify our officersand directors should they be subject to legal action based on their service to the Company could have a material adverse effecton our financial condition, results of operations and liquidity.

Our prior operating results may not be indicative of ourfuture results.

You should not consider prior operating results to be indicativeof our future operating results. Our future operating results will depend upon many other factors, including:

- the level of product and price competition,

- our success in expanding our businessnetwork and managing our growth,

- the ability to hire qualified employees,and

- the timing of such hiring and our abilityto control costs.

Requirements associated with being a reporting public companywill require significant company resources and management attention.

We are subject to the reporting requirements of the ExchangeAct and the other rules and regulations of the SEC relating to public companies.  We are working with independent legal,accounting and financial advisors to identify those areas in which changes should be made to our financial and management controlsystems to manage our growth and our obligations as an SEC reporting company.  These areas include corporate governance,internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems.  Wehave made, and will continue to make, changes in these and other areas, including our internal control over financial reporting.  However,we cannot assure you that these and other measures we may take will be sufficient to allow us to satisfy our obligations as anSEC reporting company on a timely basis.

In addition, compliance with reporting and other requirementsapplicable to SEC reporting companies will create additional costs for us, will require the time and attention of management andwill require the hiring of additional personnel and legal, audit and other professionals.  We cannot predict or estimatethe amount of the additional costs we may incur, the timing of such costs or the impact that our management’s attentionto these matters will have on our business.

Our management controls a large block of our common stockthat will allow them to control us.

As of the date of this prospectus, members of our managementteam and one large affiliate shareholder together beneficially own approximately 58% of our outstanding common stock.  Ourofficers and directors together own approximately 45% of our voting power.  As a result, management will have the abilityto control substantially all matters submitted to our stockholders for approval including:

a)           electionof our board of directors;

b)           removalof any of our directors;

c)           amendmentof our Articles of Incorporation or bylaws; and

d)           adoptionof measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involvingus.

In addition, management’s stock ownershipmay discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turncould reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Any additional investors will own a minoritypercentage of our common stock and will have minority voting rights.

Risks Related to the Common Stock

Our stock price is likely to be extremely volatile and ourcommon stock is not listed on a stock exchange; as a result, stockholders may not be able to resell their shares at or above theprice paid for them.

The market price of our common stock is likely to be extremelyvolatile and could be subject to significant fluctuations due to changes in sentiment in the market regarding our operations orbusiness prospects, among other factors.  Further, our common stock currently quoted only on the OTCMarkets and notlisted on any national exchange.  An active public market for our common stock does not currently exist, and even ifit does someday exist, it may not be sustained.  Therefore, stockholders may not be able to sell their shares at orabove the price they paid for them.

Among the factors that could affect ourstock price are:

Sales by our stockholders of a substantial number of sharesof our common stock in the public market could adversely affect the market price of our common stock.

A substantial portion of our total outstanding shares of commonstock may be sold into the market at any time.  While most of these shares are held by our principal stockholders, whoare also executive officers, and we believe that such holders have no current intention to sell a significant number of sharesof our stock, if they were to decide to sell large amounts of stock over a short period of time (presuming such sales were permitted,given their affiliate status) such sales could cause the market price of our common stock to drop significantly, even if our businessis doing well.

Further, the market price of our common stockcould decline as a result of the perception that such sales could occur.  These sales, or the possibility that thesesales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that wedeem appropriate

Our preferred stock may have rights senior to those of ourcommon stock which could adversely affect holders of common stock.

Although no preferred stock has been issued, Nevada law, andour Articles of Incorporation give our Board of Directors the authority to issue additional series of preferred stock withouta vote or action by our stockholders.  The Board also has the authority to determine the terms of preferred stock, includingprice, preferences and voting rights.  The rights granted to holders of preferred stock in the future may adverselyaffect the rights of holders of our common stock.  Any such authorized class of preferred stock may have a liquidationpreference – a pre-set distribution in the event of a liquidation – that would reduce the amount available for distributionto holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed tocommon stockholders.  In addition, an authorized class of preferred stock may have voting rights that are superior tothe voting right of the holders of our common stock. Currently the Company has no issued or outstanding preferred stock.

We are an smaller reporting company and, as a result ofthe reduced disclosure and governance requirements applicable to such companies, our common stock may be less attractive to investors.

We are a smaller reporting company, (i.e. a company with lessthan $75 million of its voting equity held by affiliates), and we are eligible to take advantage of certain exemptions from variousreporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements.  Wecannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions.  Ifsome investors find our common stock less attractive as a result of our choices, there may be a less active trading market forour common stock and our stock price may be more volatile. There is currently no active market for our common stock.

We do not expect to pay any cash dividends in the foreseeablefuture.

We intend to retain our future earnings, if any, in order toreinvest in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock forthe foreseeable future.  Any future determination to pay dividends will be at the discretion of our board of directorsand will depend on our financial condition, results of operations, capital requirements, and such other factors as our board ofdirectors deems relevant.  Accordingly, you may need to sell your shares of our common stock to realize a return onyour investment, and you may not be able to sell your shares at or above the price you paid for them.

We can sell additional shares of common stock without consultingstockholders and without offering shares to existing stockholders, which would result in dilution of stockholders’ interestsin VNUE, Inc. and could depress our stock price.

Our Articles of Incorporation authorize 750,000,000 shares ofcommon stock, of which 641,121,497 are currently issued and outstanding, and our Board of Directors is authorized to issue additionalshares of our common stock and preferred stock.  Although our Board of Directors intends to utilize its reasonable businessjudgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capitalstock, the future issuance of additional shares of our common stock or preferred stock convertible into common stock would causeimmediate, and potentially substantial, dilution to our existing stockholders, which could also have a material effect on the marketvalue of the shares.

Further, our shares do not have preemptive rights, which meanswe can sell shares of our common stock to other persons without offering purchasers in this offering the right to purchase theirproportionate share of such offered shares.  Therefore, any additional sales of stock by us could dilute your ownershipinterest in our Company.

OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAYBE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITYTO BUY AND SELL OUR STOCK.

Our common stock will be subject to the "Penny Stock"Rules of the Securities and Exchange Commission (the "SEC"), which will make transactions in our common stock cumbersomeand may reduce the value of an investment in our common stock.

We currently plan to have our common stock quoted on the OTCMarketsand Bulletin Board of the Financial Industry Regulatory Authority ("FINRA"), which is generally considered to be a lessefficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades anddifficulty in obtaining future financing.  There is no assurance of when, if ever, our stock will be listed on an exchange. Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the SecuritiesExchange Act of 1934 , as amended.  The penny stock rules apply generally to companies whose common stock trades at lessthan $5.00 per share, subject to certain limited exemptions.  Such rules require, among other things, that brokers who trade"penny stock" to persons other than "established customers" complete certain documentation, make suitabilityinquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosuredocument and quote information under certain circumstances.  Many brokers have decided not to trade "penny stock"because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to actas market makers in such securities is limited.  In the event that we remain subject to the "penny stock rules"for any significant period, there may develop an adverse impact on the market, if any, for our securities.  Because our securitiesare subject to the "penny stock rules,” investors will find it more difficult to dispose of our securities.  Further,it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wireservices, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtainneeded capital.

In addition to the "penny stock" rules promulgatedby the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonablegrounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low-priced securitiesto their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financialstatus, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes thatthere is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRArequirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limityour ability to buy and sell our stock and have an adverse effect on the market for our shares. 

Risks Related to this Offering

TARPON WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICEFOR OUR COMMON STOCK.

The common stock to be issued to Tarpon pursuant to the EquityPurchase Agreement will be purchased at a 90% discount to the lowest closing “best bid” price (the closing bid priceas reported by Bloomberg LP) of the common stock for any single trading day during the ten consecutive trading days immediatelyfollowing the date of our notice to Tarpon of our election to put shares pursuant to the Equity Purchase Agreement.  Tarponhas a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the differencebetween the discounted price and the market price.  If Tarpon sells the shares, the price of our common stock could decrease. If our stock price decreases, Tarpon may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

Future issuances of common sharesmay be adversely affected by the Equity Line.

The market price of our common stockcould decline as a result of issuances and sales by us, including pursuant to the Equity Line under the December Equity PurchaseAgreement, or sales by our existing shareholders, of common stock, or the perception that these issuances and sales could occur.Sales by our shareholders might also make it more difficult for us to issue and sell common stock at a time and price that we deemappropriate. It is likely that the sale of shares by Tarpon will depress the market price of our common stock.

Draw downs under the Equity PurchaseAgreement may cause dilution to existing shareholders.

Under the terms of the Purchase Agreement,Tarpon has committed to purchase up to $10,000,000 worth of shares of our common stock. From time to time during the term of thePurchase Agreement, and at our sole discretion, we can present Tarpon with a Put Notice requiring Tarpon to purchase shares ofour common stock. The purchase price to be paid by Tarpon will be 90% of the average of the daily Value Weighted-Average Price(“VWAP”) during the Valuation Period. On the date the Put Notice is delivered to Tarpon, we are required to deliveran estimated amount of shares to Tarpon’s brokerage account equal to 125% of the Draw Down Amount indicated in the Put Noticedivided by the closing bid price of the trading day immediately prior to the date of the Put Notice (“Estimated Shares”).The Valuation Period begins the first trading day after the Estimated Shares have been delivered to Tarpon’s brokerage accountand have been cleared for trading and terminates on the tenth day thereafter. At the end of the Valuation Period, if the numberof Estimated Shares delivered to Tarpon is greater than the shares issuable pursuant to a Draw Down, then Tarpon is required toreturn to us the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. Ifthe number of Estimated Shares is less than the shares issuable under the Draw Down, then we are required to issue additionalshares to Tarpon equal to the difference; provided that the number of shares to be purchased by Tarpon may not exceed the numberof shares that, when added to the number of shares of our common stock then beneficially owned by Tarpon, would exceed 9.99% ofour shares of common stock outstanding. As a result, our existing shareholders will experience immediate dilution upon the purchaseof any of the shares by Tarpon. The issue and sale of the shares under the Purchase Agreement may also have an adverse effecton the market price of the common shares. Tarpon may resell some, if not all, of the shares that we issue to it under the PurchaseAgreement and such sales could cause the market price of the common stock to decline significantly. To the extent of any suchdecline, any subsequent puts would require us to issue and sell a greater number of shares to Tarpon in exchange for each dollarof the put amount. Under these circumstances, the existing shareholders of our company will experience greater dilution. The effectof this dilution may, in turn, cause the price of our common stock to decrease further, both because of the downward pressureon the stock price that would be caused by a large number of sales of our shares into the public market by Tarpon, and becauseour existing stockholders may disagree with a decision to sell shares to Tarpon at a time when our stock price is low, and mayin response decide to sell additional shares, further decreasing our stock price. If we draw down amounts under the Equity Linewhen our share price is decreasing, we will need to issue more shares to raise the same amount of funding.

There is no guarantee that wewill satisfy the conditions to the Equity Purchase Agreement.

Although the Purchase Agreement providesthat we can require Tarpon to purchase, at our discretion, up to $10,000,000 worth of shares of our common stock in the aggregate,there can be no assurances given that we will be able to satisfy the closing conditions applicable for each put. Further, thereare limitations on the number of shares in that each draw down amount is limited to the lowest closing bid price during the ValuationPeriod, subject to the floor. In addition, the number of shares to be purchased by Tarpon may not exceed the number of shares that,when added to the number of shares of our common stock then beneficially owned by Tarpon, would exceed 9.99% of our shares of commonstock outstanding. Other conditions include requiring that the registration statement of which this prospectus forms a part remainseffective at all times during the term of the Purchase Agreement, that there is no material adverse change to our business on thedate of delivery of a Put Notice and that our common stock continues to trade of the OTCQB. If we fail to satisfy the applicableclosing conditions, we will not be able to sell the put shares to Tarpon.

There is no guarantee that wewill be able to fully utilize the Equity Line.

There are limitations on the numberof put shares that may be sold in each put. The number of put shares that Tarpon shall be obligated to purchase in a given putshall not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by Tarpon,would exceed 9.99% of our shares of common stock outstanding. Thus, our ability to access the bulk of the funds available underthe Purchase Agreement depends in part on Tarpon’s resale of stock purchased from us in prior puts. If with regard to a particularput, the share volume limitation is reached, we will not be able to sell the proposed put shares to Tarpon. Accordingly, the EquityLine may not be available at any given time to satisfy our funding needs.

Sales of put shares under thePurchase Agreement could result in the possibility of short sales.

Although Tarpon has agreed not to enterinto any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act), of our common stock,the sale after delivery of a put notice of such number of shares of common stock reasonably expected to be purchased under a putnotice is not deemed a “short sale.” Accordingly, Tarpon may enter into sales or other arrangements it deems appropriatewith respect to shares of our common stock after it receives a put notice under the Purchase Agreement so long as such sales orarrangements do not involve more than the number of put shares expected to be purchased under the applicable put notice. Any downwardpressure on the market price of our common stock due to the issue and sale of common stock under the Equity Line could encourageshort sales. If the market price of our common stock decreases during the put period it will reduce the amount paid by Tarpon forthe put shares. In a short sale, a prospective seller borrows common shares from a shareholder or broker and sells the borrowedcommon shares. The prospective seller hopes that the common share market price will decline, at which time the seller can purchasecommon shares at a lower price for delivery back to the lender. The seller profits when the common share market price declinesbecause it is purchasing common shares at a price lower than the sale price of the borrowed common shares. Such sales could placedownward pressure on the market price of the common stock by increasing the number of common shares being sold, which could furthercontribute to any decline of the market price of the common shares.

There is uncertainty as to numberof subscription shares and the amount Tarpon will pay for the put shares.

The actual number of shares we willissue in any particular put or in total under the Purchase Agreement is uncertain. Subject to certain limitations in the PurchaseAgreement, we have the discretion to give a put notice at any time throughout the term. The number of shares we must issue aftergiving a put notice will fluctuate based on the market price of the common shares during the put pricing period. Tarpon will receivemore shares if the market price of our common stock declines. Since the price per share of each put share will fluctuate basedon the market price of our common stock during the put pricing period, the actual amount Tarpon will pay for the put shares includedin any particular put will decrease if the market price of our common stock declines. 

Forward-LookingStatements

This prospectus contains forward-looking statements that involverisks and uncertainties, including statements regarding our capital needs, business plans and expectations.  Such forward-lookingstatements involve risks and uncertainties regarding the market price of feldspar and other valuable minerals, availability offunds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors.  Forward-lookingstatements are made, without limitation, in relation to operating plans, property exploration and development, availability offunds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statementsof historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statementsby terminology such as "may", "will", "should", "expect", "plan", "intend","anticipate", "believe", "estimate", "predict", "potential" or "continue",the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluatingthese statements, you should consider various factors, including the risks outlined in this prospectus.  These factors maycause our actual results to differ materially from any forward-looking statement.  While these forward-looking statements,and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our businessplans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptionsor other future performance suggested herein.  We do not intend to update any of the forward-looking statements to conformthese statements to actual results, except as required by applicable law, including the securities laws of the United States.

The safe harbor for forward-looking statements provided inthe Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus

Use of Proceeds

We will not receive any proceeds from the sale of common stockoffered by Tarpon.  However, we will receive proceeds from the sale of our common stock to Tarpon pursuant to the EquityPurchase Agreement.  The proceeds from our exercise of the Put Right pursuant to the Equity Purchase Agreement will be usedfor general administrative expenses, legal expenses, as well as for accounting and audit fees.

SELLING SECURITY HOLDER

The following table details the name of each selling stockholder,the number of shares owned by Tarpon Bay Partners, LLC (“Tarpon”) the sole selling stockholder, and the number ofshares that may be offered by Tarpon Bay Partners, LLC is not a broker-dealer.  Tarpon is deemed an underwriter and thereforethis offering is also considered an indirect primary offering.  Tarpon may sell up to 50,000,000 shares, which are issuableupon the exercise of our put right with Tarpon.  Tarpon will not assign its obligations under the equity line of credit.

(1)

The number assumes the SellingSecurity Holder sells all of its shares being offering pursuant to this prospectus.

(2)

Stephen Hicks possesses votingpower and investment power over shares which may be held by Tarpon.

Plan of Distribution

This prospectus relates to the resale of 50,000,000 Sharesof our common stock, par value $0.0001 per share, by the Selling Security Holder consisting of Put Shares that we will put toTarpon pursuant to the Purchase Agreement.

The Selling Security Holder may, from time to time, sell anyor all of its shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or inprivate transactions.  The Selling Security Holder may use any one or more of the following methods when selling shares:

·

ordinary brokerage transactionsand transactions in which the broker-dealer solicits purchasers;

·

block trades in which the broker-dealerwill attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealeras principal and resale by the broker-dealer for its account;

·

an exchange distribution inaccordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

broker-dealers may agree withthe Selling Security Holder to sell a specified number of such shares at a stipulated price per share;

·

through the writing of optionson the shares;

·

a combination of any such methodsof sale; and

·

any other method permitted pursuantto applicable law.

According to the terms of the Purchase Agreement, neither Tarponnor any affiliate of Tarpon acting on its behalf or pursuant to any understanding with it will execute any short sales duringthe term of this offering.

The Selling Security Holder may also sell the shares directlyto market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers.  Such broker-dealersmay receive compensation in the form of discounts, concessions or commissions from the Selling Security Holder and/or the purchasersof shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to aparticular broker-dealer might be in excess of customary commissions.  Market makers and block purchasers purchasing theshares will do so for their own account and at their own risk.  It is possible that a Selling Security Holder will attemptto sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be belowthe then market price.  The Selling Security Holder cannot assure that all or any of the shares offered in this prospectuswill be issued to, or sold by, the Selling Security Holder.  In addition, the Selling Security Holder and any brokers, dealersor agents, upon effecting the sale of any of the shares offered in this prospectus are “underwriters” as that termis defined under the Securities Act or the Exchange Act, or the rules and regulations under such acts.  In such event, anycommissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemedto be underwriting commissions or discounts under the Securities Act.

Discounts, concessions, commissions and similar selling expenses,if any, attributable to the sale of shares will be borne by a Selling Security Holder.  The Selling Security Holder may agreeto indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilitiesare imposed on that person under the Securities Act.

We are required to pay all fees and expenses incident to theregistration of the shares of common stock.  Otherwise, all discounts, commissions or fees incurred in connection with thesale of our common stock offered hereby will be paid by the Selling Security Holder.

The Selling Security Holder acquired the securities offeredhereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangementswith any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinatingbroker acting in connection with a proposed sale of shares of common stock by the Selling Security Holder.  We will filea supplement to this prospectus if the Selling Security Holder enters into a material arrangement with a broker-dealer for saleof common stock being registered.  If the Selling Security Holder uses this prospectus for any sale of the shares of commonstock, it will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the ExchangeAct, may apply to sales of our common stock and activities of the Selling Security Holder.  The Selling Security Holder willact independently of us in making decisions with respect to the timing, manner and size of each sale.

Tarpon is an “underwriter” within the meaning ofthe Securities Act in connection with the sale of our common stock under the Equity Purchase Agreement.  For each share ofcommon stock purchased under the Purchase Agreement, Tarpon will pay 90% of the lowest Bid Prices during the Valuation Period.

We will pay all expenses incident to the registration, offeringand sale of the shares of our common stock to the public hereunder other than commissions, fees and discounts of underwriters,brokers, dealers and agents.  If any of these other expenses exists, we expect Tarpon to pay these expenses.  We haveagreed to indemnify Tarpon and its controlling persons against certain liabilities, including liabilities under the SecuritiesAct.  We estimate that the expenses of the offering to be borne by us will be approximately $33,000.  We will not receiveany proceeds from the resale of any of the shares of our common stock by Tarpon.  We may, however, receive proceeds fromthe sale of our common stock under the Purchase Agreement.

Sales Pursuant to Rule 144

Any shares of common stock covered by this prospectus whichqualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant tothis prospectus.

Regulation M

We have advised the Selling Security Holder that the anti-manipulationrules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the SellingSecurity Holder and their affiliates.  Regulation M under the Exchange Act prohibits, with certain exceptions, participantsin a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of thesecurities that are the subject of the distribution. Accordingly, the selling stockholder is not permitted to cover shortsales by purchasing shares while the distribution it taking place.  Regulation M also governs bids and purchases madein order to stabilize the price of a security in connection with a distribution of the security.  In addition, we will makecopies of this prospectus available to the Selling Security Holder for the purpose of satisfying the prospectus delivery requirementsof the Securities Act.

State Securities Laws

Under the securities laws of some states, the shares may besold in such states only through registered or licensed brokers or dealers.  In addition, in some states the shares may notbe sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualificationis available and is complied with.

Expenses of Registration

We are bearing all costs relating to the registration of thecommon stock.  These expenses are estimated to be $33,000, including, but not limited to, legal, accounting, printing andmailing fees.  The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers inconnection with any sale of the common stock.

MARKET FOR OUR COMMON STOCK

Our shares are traded on the Bulletin Board operated by theFinancial Industry Regulatory Authority under the symbol “VNUE”.  There is a limited public market for our commonshares.  

Our common stock became eligible for quotation on the OTCMarketson May 9, 2007.  As of January 8, 2016, only a minimal amount of shares are trading OTCMarkets and the market price for ourcommon shares is $0.04 per share.

Dividend Policy

We have never declared or paid any cashdividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstandingany warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstandingany options to purchase shares of our common stock.

Convertible Securities

The Company has the following convertiblenotes payable issued and outstanding:

(*) The discount is being amortized usingthe effective interest rate method over the life of the debt instruments.

Interests of Named Experts and Counsel

The legality of the shares offered under this registrationstatement is being passed upon by Matheau J. W. Stout, Esq.  The financial statements included in this prospectus and theregistration statement has been audited by Li and Company, P.C. to the extent and for the periods set forth in their report appearingelsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority ofsaid firm as experts in auditing and accounting.

Description of Business

Overview

Following the Merger on May 29, 2015, we now carry on businessas a live entertainment music service company which brings bands and fans together by capturing professional quality audio andvideo recordings of live performances and delivers the experience of a venue to your home and hand.

By streamlining the processes of curation, clearing, capturing,distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE captures content through its Front of House mobile applicationand provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing anartist to seamlessly deliver and sell their live performances directly to the fans who attend their shows. 

While VNUE is primarily being used in live music venues, weare also branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professionaldemonstrations and panel discussions, as well as action sports and much more.

Business Model Prior to the Merger

The Company was incorporated in the State of Nevada on April4, 2006. Prior to the Merger, we were engaged in the acquisition and exploration of mineral properties since our inception. Underthat prior business model, the Company did not generate any revenues and incurred losses since inception.

Effective April 10, 2013, the Company changed its name fromBuckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-ownedsubsidiary in British Columbia, Canada. On February 28, 2013, the Company acquired a 100% interest in Tierra Grande Resources,S.A.C. (“Tierra”), a company incorporated in Peru, in consideration for $10.

Prior to the Merger, the Company’s strategy had beento identify, acquire and advance assets that present near term cash-flow with the emphasis on creating early cash flow to enablethe Company to consider other projects.

In July 2013, prior management entered into a Letter of Intentto acquire the Buldibuyo Gold Project in Peru, South America. The Company subsequently entered into an updated Letter of Intentto acquire the project in May 2014. It was the Company’s intention to acquire 100% of the gold project, which had producedhigh grade ore in the past, and had engaged in some due diligence to qualify expectations and timelines. However, despite theexecution of the Letter of Intent and numerous attempts to accommodate the vendors, the vendors failed to deliver essential informationto us required to conduct a thorough technical and legal due diligence on the project and associated holding companies and, accordingly,we terminated negotiations to acquire the project in July 2014.

The Merger on May 29, 2015 with VNUE, Inc.

As reported in the Form 8-K dated April 14, 2015, Tierra GrandeResources Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),on April 13, 2015 with VNUE, Inc., a company incorporated pursuant to the laws of the State of Washington (“VNUE Washington”),and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”).

On April 30, 2015, the Company filed an 8-K announcing theextension of the deadline to close on the Merger Agreement until May 30, 2015.

On May 29, 2015, Vnue, Inc. (formerlyTierra Grande Resources Inc.) (“TGRI”) closed the Agreement and Plan of Merger (the “Merger Agreement”),initially entered into on April 13, 2015 with Vnue Washington and all of the stockholders of Vnue Washington.

Upon closing of the Merger Agreement atotal of 507,629,872 shares of TGRI common stock were issued as follows: (i) all shares of Vnue Washington stock of any classor series issued and outstanding immediately prior to the closing of the Merger Agreement were automatically converted into andexchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) an aggregate of29,814,384 shares of TGRI common stock were issued to Matheau J. W. Stout, Esq. as payment for services performed prior to andin connection with the Merger. The number of TGRI common shares issued to Vnue Washington's stockholders for the acquisition ofall shares of Vnue Washington represented approximately 79.0% of the issued and outstanding common stock immediately after theclosing of the Merger Agreement. The board of directors and the members of the management of TGRI resigned and the board of directorsand the member of the management of Vnue Washington became the board of directors and the member of the management of the combinedentities upon closing of the Merger Agreement.

As a result of the controlling financialinterest of the former stockholders of Vnue Washington, for financial statement reporting purposes, the merger between TGRI andVnue Washington was treated as a reverse acquisition, with Vnue Washington deemed the accounting acquirer and TGRI deemed theaccounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting StandardsCodification. The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of VnueWashington (the accounting acquirer) are carried forward to TGRI (the legal acquirer and the reporting entity) at their carryingvalue before the combination and the equity structure (the number and type of equity interests issued)of Vnue Washington is being retroactively restated using the exchange ratio established inthe Merger Agreement to reflect the number of shares of TGRI issued to effectuate the acquisition.   Thenumber of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financialstatements is determined by adding the number of common shares deemed issued and the issued equity interests of Vnue Washingtonimmediately prior to the business combination to the unredeemed shares and the fair valueof TGRI determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equitystructure (the number and type of equity interests issued) in the consolidated financial statements immediately post the combinationreflects the equity structure of TGRI, including the equity interests the legal parent issued to effect the combination.

A copy of the Merger Agreement was attached as Exhibit 10.1to the Company’s 8-K filed on April 14, 2015. The description of the Merger Agreement herein is qualified by the terms ofthe full text of the agreement attached thereto and the terms thereof are incorporated herein by reference.

Plan of Operations

The History of VNUE

VNUE was founded in August of 2013 with the vision of creatinga collective network of connected venues that empower and assist bands, artist, and entertainers to monetize their performance(audio & video) in the venue using mobile technologies. VNUE has developed its business and technology in tandem to enterinto deals with venues, artists and labels across the United States using this initial launch strategy. The collective venue networkeffect, whereby each deal makes the offer more compelling to other potential customers, has been a key driver of VNUE’sgrowth to date. The initial focus of the business in early 2014 as a YouTube certified company, to create a Multi-Channel Network(MCN) specifically focused on live streaming and monetization of content through the google display network..

On July 23, 2014, the Company entered into an Asset purchaseagreement with Lively, LLC (the “Agreement”), whereby the Company acquired certain assets of Lively, LLC for a considerationof (i) payment of $150,000 and (ii) Preferred shares with a fair market value of $250,000 at the time of the issuance. Assetspurchased included: a) software, inventions, customers, customer lists, development, documents and records, designs, claims, intellectualproperty rights, distribution rights and merchandising rights; b) all copyright, patents, trademarks, trade names, logos or servicemarks and other intangible property and rights.

Since the Lively assets acquisition, VNUE has grown its platform,expanded into enabled venues and enhanced its platform offering to approve the monetization model and further evangelize the creationof the collective network of connected venues that empower artist to create content and monetize it.

Markets and Opportunity

There are over 400,000+ Indie bands performing in the US domesticmarket alone, and while a handful of them will get produced under a label even less will be big enough to attempt to utilize today’scurrent methods to capture and deliver live performance audio from a given show. Currently artist, bands and performers are missinga simple capture and immediately sell tool kit to deliver high quality audio and video to their fans for each of their live shows.

VNUE’s goal first and foremost is to empower artists- not only in serving their fans, but generating a monetary footprint which can foster the continued creation of their art whichmoves millions all over the world.

VNUE strategically aligns an economically viable in-housedigital solution across during a golden era of live music. By creating a platform and connected network that is extremely complexand resource-intensive. Through a suite of applications and dashboard centered at the heart of the software platform, a connectednetwork of partners, labels, publishers, right management, artist, bands and venues and a range of advanced 3rd party distributors,VNUE allows distribution of content to all types of digital and social focused sites as well as within its own sandbox, with arange of revenue models and centralized reporting that the artists, labels and publishers get to keep. By using the VNUE platform,artists can create, market and distribute their shows while creating new revenue streams. Fans are able to connect with theirfavorite performers in a new way, discover new performances and listen to and watch their live performances on their mobile devices,computer, gaming consoles, OTT services and connected TVs.

Serving multiple customers on one platform enables VNUE tocost-effectively invest significant amounts in innovation to drive continuous product iterations that succeed the prior use case.

Monetization and Business Model

In today’s social media world, fans want to be able toimmediately share with their friends the fact they were at the show and how great this unique individual show was that they justattended. Fans do not want to wait for a post-tour, live show CD to be produced from some other show on the tour months or yearsafter the fact, they want it now. VNUE is the solution.

Artist, Industry executives, Labels, Music publishers and Venueswill access VNUE’s solution as a service, through which they are able to benefit from a range of different revenue modelsto optimize the value of their live and on-demand content across a majority of digital ecosystems. The Company’s primaryrevenue model is to take a share of the revenue from sales of concerts, performances both audio and video or audio separately.In addition the revenue stream can also include an advertising or sponsorship component that was integrated into tours. This revenueshare aligns business outcomes for all parties and means that costs are primarily baked into the software and delivery agent.Typical revenue shares are expected to range from 15-60 percent and vary based on the level of service allocated to each Artist,Label, Music publisher, venue and the scale of the business opportunity. Secondary revenue streams include fees for storage, usage,licensing and software upgrades (design or social ad distribution). VNUE’s revenue share is reported as net revenue (i.e.gross transaction revenues minus any revenue share due to third parties).

As a software-focused business, VNUE can take advantage ofa single technology platform to continuously acquire users at low marginal cost leveraging artist promotion, in venue marketingand mobile notifications. Further automation and self-service tools are intended to allow VNUE to provide more advanced servicesto the industry and artist without adding significantly to the cost base or headcount.

VNUE delivers a technology suite to accompany the publishersthat allows them to source, pull a wide swath of reports down to granular in venue streams and conversions. VNUE looks to commercializethe in venue sales components that is currently missing and expand these efforts globally and embed live and on-demand contentfrom the VNUE Audience network efficiently and cost-effectively. These features, such as its real time audio sweating tools, aredesigned to significantly reduce the manual effort required to display music content and, therefore, increase the efficiency ofcontent distribution and the revenue yield per performance sold.

License Agreement with Universal Music Corp.

On November 2, 2015, the Company entered into a License Agreementwith Universal Music Corp. (“Universal”).

The License Agreement is effective September 8, 2015, and hasa term of Two (2) Years from the Effective Date. Under the terms of the License Agreement, Universal is granting to VNUE a non-exclusive,non-transferable, non-sublicensable license to create and distribute content using certain Universal compositions, more specifiedin the Grant of Right’s section of the License Agreement.

The Company will then market and sell this content via theVNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section ofthe License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the RoyaltyRates section of the License Agreement.

In accordance with the Minimum Guarantee provision of the LicenseAgreement, the Company was required to pay Universal a minimum first year fee of Fifty Thousand Dollars ($50,000), which is duewithin 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencementof the second year of the Term. The Company paid the minimum first year fee of Fifty Thousand Dollars ($50,000) to Universal onNovember 10, 2015.

Now that the Company has paid the minimum first year fee toUniversal, the Company’s plan is to continue raising capital through the sales of its common stock in order to completethe development of its VNUE Service. Once development of the VNUE Service is complete, the Company plans to concentrate on themarketing and sales of content created under the Licensing Agreement with Universal, as well as identifying strategic opportunitieswith other music industry leaders.

Employees

As of February 22, 2016, we have 3 full-time employees. Theremuneration paid to our officers and directors will be more completely described elsewhere in the registration statement. Ouremployees are not party to any collective bargaining agreement and we have never experienced an organized work stoppage. We believeour relations with our employees are good.

We expect to double the number of employees over the next 12month period. We do and will continue to outsource our work to third party independent contractors as needed.

Reports to Security Holders

We are subject to the reporting and other requirements of theExchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independentregistered public accounting firm and to make available quarterly reports containing unaudited financial statements for each ofthe first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reportson Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. Wemay also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file withthe SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on theoperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that containsreports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Theaddress of that site is www.sec.gov.

Description of Property

Our corporate office is located at104 W. 29th Street, 11th Floor, New York, NY 10001. Our telephone number is 857-777-6190. The office space is shared with othercompanies and entrepreneurs and we pay $1,300 per month for the use of the space. We started to use the shared office in mid August,2015 on a month-to-month basis with 30 day advance notice to vacate the premise.

Patents, Trademarks, Franchises, RoyaltyAgreements or Labor Contracts

We have no current plans for any registrationssuch as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the needfor any copyright, trademark or patent applications on an ongoing basis.

Research and Development

We have not spent any amounts on researchand development activities to date and we do not anticipate that we will incur any expenses on research and development over thenext 12 months.  Our planned expenditures on our operations are summarized under the section of this registration statemententitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Subsidiaries

The Company consolidates the followingsubsidiaries and/or entities:

The consolidated financial statementsinclude the accounts of the subsidiaries/entities as of reporting periods end date and for the reporting periods then ended fromtheir respective dates of incorporation/formation, acquisition or disposition.

All inter-company balances and transactionshave been eliminated.

Offices

We do not currently own any real estate of any kind.  Ourexecutive offices are located at 104 W. 29th Street, 11th Floor, New York, NY 10001.

Legal Proceedings

From time totime, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.  Otherthan described herein, neither the Company, nor its officers or directors are involved in, or the subject of, any pending legalproceedings or governmental actions the outcome of which, in management’s opinion, would be material to our financial conditionor results of operations. 

On December 11, 2015, Hughes MediaLaw Group, Inc. filed a lawsuit against VNUE, Inc. in the Superior Court of King County, Washington, under case number 15-2-30108-0.HMLG claims damages of $130,552.78 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement with VNUEWashington , for legal work performed by HMLG for VNUE Washington prior to the Merger. The Complaint sets forth no legalbasis for a lawsuit against VNUE, Inc. (Nevada) and does not, in fact, sue VNUE Washington , HMLG’s former client.The Company believes that VNUE, Inc. (Nevada) is not the proper party for this lawsuit, and reserves all available defenses andcounterclaims. Under Washington Superior Court rules, VNUE, Inc. (Nevada) if service of process takes place outside of Washington,a defendant has Sixty (60) days from the date on which it was served the Complaint, to file a response setting forth its defenses.The lawsuit was amended by HMLG, and now includes VNUE Media, Inc. and VNUE Technology, Inc. as additional parties. The Companyplans to defend the lawsuit and is consulting with Washington litigation counsel in preparation for filing a response.

On January 8, 2016, 2Doors Management,LLC filed a lawsuit against Vnue, Inc. in the Superior Court of King County, Washington, under case number 16-2-00473-3.2Doors claims damages of “no less than $100,000 for unpaid consulting fees 2Doors alleges are owed pursuant to a May 5,2015agreement with VNUE Washington , which was entered into between 2Doors and VNUE Washington prior to the Merger.Under Washington Superior Court rules, VNUE, Inc. (Nevada) if service of process takes place outside of Washington, a defendanthas Sixty (60) days from the date on which it was served the Complaint, to file a response setting forth its defenses. The Companyplans to defend the lawsuit and is consulting with Washington litigation counsel in preparation for filing a response.

Market for Common Equity and RelatedStockholder Matters

Market Information

There is a limited public market for our common shares.  Ourcommon shares are quoted on the OTCMarkets under the symbol “VNUE”.  Trading in stocks quoted on the OTCMarketsis often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’soperations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

OTCMarkets securities are not listed or traded on the floorof an organized national or regional stock exchange.  Instead, OTCMarkets securities transactions are conducted through atelephone and computer network connecting dealers in stocks. OTCMarkets issuers are traditionally smaller companies thatdo not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTCMarketson November 18, 2013.  As of January 8, 2016, only a minimal amount of shares have traded on OTCMarkets and the market pricefor our common shares is $0.040 per share.

Stockholders of Our Common Shares

As of February 22, 2016, there were approximately 194 holdersof record of our common stock.

Rule 144 Shares

A person who has beneficially owned restricted shares of ourcommon stock for at least six months is entitled to sell their securities provided that (i) such person is not deemedto have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) weare subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of ourcommon stock for at least six months but who are our affiliates at the time of, or at any time during the three months precedingthe sale, are subject to additional restrictions.  Such person is entitled to sell within any three-month period only a numberof securities that does not exceed the greater of either of the following:

·

1% of the total number of securitiesof the same class then outstanding, which will equal 6,409,131 shares as of the date of this prospectus; or

·

the average weekly trading volumeof such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

Provided , in each case that we are subject to the ExchangeAct periodic reporting requirements for at least three months before the sale.

Such sales must also comply with the manner of sale and noticeprovisions of Rule 144.

As of the date of this prospectus none of our shares are eligiblefor resale pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

As part of the Equity Purchase Agreement entered into with Tarpon,on February 18, 2016, the Company and Tarpon entered into a Registration Rights Agreement (the "Registration Agreement").Under the terms of the Registration Agreement the Company agreed to file a registration statement with the Securities and ExchangeCommission with respect to the Shares within 120 days of February 18, 2016. The Company is obligated to keep such registrationstatement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the datewhen Tarpon may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Tarpon no longer owns any of theShares.

We have not granted registration rights to any other personsother than Tarpon at this time.

Dividends

There are no restrictions in our articles of incorporationor bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaringdividends where, after giving effect to the distribution of the dividend:

1.

We would not be able to payour debts as they become due in the usual course of business; or

2.

Our total assets would be lessthan the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferentialrights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declareany dividends in the foreseeable future.

ITEM 2. MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement RegardingForward-Looking Information

The statements in this registrationstatement that are not reported financial results or other historical information are “forward-looking statements”within the meaning of the  Private Securities Litigation Reform Act of 1995  , as amended. These statements appearin a number of different places in this report and can be identified by words such as “estimates”, “projects”,“expects”, “intends”, “believes”, “plans”, or their negatives or other comparablewords. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others,statements regarding our business plans and availability of financing for our business.

You are cautioned that any such forward-lookingstatements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those inthe forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates.Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished tothe United States Securities and Exchange Commission (“SEC”). We advise you that these cautionary remarks expresslyqualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required bylaw, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations.However, you should carefully review the reports and other documents we file from time to time with the SEC.

Presentation of Information

As used in this quarterly report,the terms "we", "us", "our" and the “Company” mean VNUE, Inc. and its subsidiaries,unless the context requires otherwise.

All dollar amounts in this quarterlyreport refer to US dollars unless otherwise indicated.

Overview

Following the Merger on May 29, 2015, we now carry on businessas a live entertainment music service company which brings bands and fans together by capturing professional quality audio andvideo recordings of live performances and delivers the experience of a venue to your home and hand.

By streamlining the processes of curation, clearing, capturing,distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE captures content through its Front of House mobile applicationand provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing anartist to seamlessly deliver and sell their live performances directly to the fans who attend their shows. 

While VNUE is primarily being used in live music venues, weare also branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professionaldemonstrations and panel discussions, as well as action sports and much more.

Business Model Prior to the Merger

The Company was incorporated in the State of Nevada on April4, 2006. Prior to the Merger, we were engaged in the acquisition and exploration of mineral properties since our inception. Underthat prior business model, the Company did not generate any revenues and incurred losses since inception.

Effective April 10, 2013, the Company changed its name fromBuckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-ownedsubsidiary in British Columbia, Canada. On February 28, 2013, the Company acquired a 100% interest in Tierra Grande Resources,S.A.C. (“Tierra”), a company incorporated in Peru, in consideration for $10.

Prior to the Merger, the Company’s strategy had beento identify, acquire and advance assets that present near term cash-flow with the emphasis on creating early cash flow to enablethe Company to consider other projects.

In July 2013, prior management entered into a Letter of Intentto acquire the Buldibuyo Gold Project in Peru, South America. The Company subsequently entered into an updated Letter of Intentto acquire the project in May 2014. It was the Company’s intention to acquire 100% of the gold project, which had producedhigh grade ore in the past, and had engaged in some due diligence to qualify expectations and timelines. However, despite theexecution of the Letter of Intent and numerous attempts to accommodate the vendors, the vendors failed to deliver essential informationto us required to conduct a thorough technical and legal due diligence on the project and associated holding companies and, accordingly,we terminated negotiations to acquire the project in July 2014.

The Merger on May 29, 2015 with VNUE, Inc.

As reported in the Form 8-K dated April 14, 2015, Tierra GrandeResources Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),on April 13, 2015 with VNUE, Inc., a company incorporated pursuant to the laws of the State of Washington (“VNUE”),and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”).

On April 30, 2015, the Company filed an 8-K announcing theextension of the deadline to close on the Merger Agreement until May 30, 2015.

On May 29, 2015, Vnue, Inc. (formerlyTierra Grande Resources Inc.) (“TGRI”) closed the Agreement and Plan of Merger (the “Merger Agreement”),initially entered into on April 13, 2015 with Vnue Washington and all of the stockholders of Vnue Washington.

Upon closing of the Merger Agreement atotal of 507,629,872 shares of TGRI common stock were issued as follows: (i) all shares of Vnue Washington stock of any classor series issued and outstanding immediately prior to the closing of the Merger Agreement were automatically converted into andexchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) an aggregate of29,814,384 shares of TGRI common stock were issued to Matheau J. W. Stout, Esq. as payment for services performed prior to andin connection with the Merger. The number of TGRI common shares issued to Vnue Washington's stockholders for the acquisition ofall shares of Vnue Washington represented approximately 79.0% of the issued and outstanding common stock immediately after theclosing of the Merger Agreement. The board of directors and the members of the management of TGRI resigned and the board of directorsand the member of the management of Vnue Washington became the board of directors and the member of the management of the combinedentities upon closing of the Merger Agreement.

As a result of the controlling financialinterest of the former stockholders of Vnue Washington, for financial statement reporting purposes, the merger between TGRI andVnue Washington was treated as a reverse acquisition, with Vnue Washington deemed the accounting acquirer and TGRI deemed theaccounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting StandardsCodification. The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of VnueWashington (the accounting acquirer) are carried forward to TGRI (the legal acquirer and the reporting entity) at their carryingvalue before the combination and the equity structure (the number and type of equity interests issued)of Vnue Washington is being retroactively restated using the exchange ratio established inthe Merger Agreement to reflect the number of shares of TGRI issued to effectuate the acquisition.   Thenumber of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financialstatements is determined by adding the number of common shares deemed issued and the issued equity interests of Vnue Washingtonimmediately prior to the business combination to the unredeemed shares and the fair valueof TGRI determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equitystructure (the number and type of equity interests issued) in the consolidated financial statements immediately post the combinationreflects the equity structure of TGRI, including the equity interests the legal parent issued to effect the combination.

A copy of the Merger Agreement was attached as Exhibit 10.1to the Company’s 8-K filed on April 14, 2015. The description of the Merger Agreement herein is qualified by the terms ofthe full text of the agreement attached thereto and the terms thereof are incorporated herein by reference.

Plan of Operations

The History of VNUE

VNUE was founded in August of 2013 with the vision of creatinga collective network of connected venues that empower and assist bands, artist, and entertainers to monetize their performance(audio & video) in the venue using mobile technologies. VNUE has developed its business and technology in tandem to enterinto deals with venues, artists and labels across the United States using this initial launch strategy. The collective venue networkeffect, whereby each deal makes the offer more compelling to other potential customers, has been a key driver of VNUE’sgrowth to date. The initial focus of the business in early 2014 as a YouTube certified company, to create a Multi-Channel Network(MCN) specifically focused on live streaming and monetization of content through the google display network..

On July 23, 2014, the Company entered into an Asset purchaseagreement with Lively, LLC (the “Agreement”), whereby the Company acquired certain assets of Lively, LLC for a considerationof (i) payment of $150,000 and (ii) Preferred shares with a fair market value of $250,000 at the time of the issuance. Assetspurchased included: a) software, inventions, customers, customer lists, development, documents and records, designs, claims, intellectualproperty rights, distribution rights and merchandising rights; b) all copyright, patents, trademarks, trade names, logos or servicemarks and other intangible property and rights.

Since the Lively assets acquisition, VNUE has grown its platform,expanded into enabled venues and enhanced its platform offering to approve the monetization model and further evangelize the creationof the collective network of connected venues that empower artist to create content and monetize it.

Markets and Opportunity

There are over 400,000+ Indie bands performing in the US domesticmarket alone, and while a handful of them will get produced under a label even less will be big enough to attempt to utilize today’scurrent methods to capture and deliver live performance audio from a given show. Currently artist, bands and performers are missinga simple capture and immediately sell tool kit to deliver high quality audio and video to their fans for each of their live shows.

VNUE’s goal first and foremost is to empower artists- not only in serving their fans, but generating a monetary footprint which can foster the continued creation of their art whichmoves millions all over the world.

VNUE strategically aligns an economically viable in-housedigital solution across during a golden era of live music. By creating a platform and connected network that is extremely complexand resource-intensive. Through a suite of applications and dashboard centered at the heart of the software platform, a connectednetwork of partners, labels, publishers, right management, artist, bands and venues and a range of advanced 3rd party distributors,VNUE allows distribution of content to all types of digital and social focused sites as well as within its own sandbox, with arange of revenue models and centralized reporting that the artists, labels and publishers get to keep. By using the VNUE platform,artists can create, market and distribute their shows while creating new revenue streams. Fans are able to connect with theirfavorite performers in a new way, discover new performances and listen to and watch their live performances on their mobile devices,computer, gaming consoles, OTT services and connected TVs.

Serving multiple customers on one platform enables VNUE tocost-effectively invest significant amounts in innovation to drive continuous product iterations that succeed the prior use case.

Monetization and Business Model

In today’s social media world, fans want to be able toimmediately share with their friends the fact they were at the show and how great this unique individual show was that they justattended. Fans do not want to wait for a post-tour, live show CD to be produced from some other show on the tour months or yearsafter the fact, they want it now. VNUE is the solution.

Artist, Industry executives, Labels, Music publishers and Venueswill access VNUE’s solution as a service, through which they are able to benefit from a range of different revenue modelsto optimize the value of their live and on-demand content across a majority of digital ecosystems. The Company’s primaryrevenue model is to take a share of the revenue from sales of concerts, performances both audio and video or audio separately.In addition the revenue stream can also include an advertising or sponsorship component that was integrated into tours. This revenueshare aligns business outcomes for all parties and means that costs are primarily baked into the software and delivery agent.Typical revenue shares are expected to range from 15-60 percent and vary based on the level of service allocated to each Artist,Label, Music publisher, venue and the scale of the business opportunity. Secondary revenue streams include fees for storage, usage,licensing and software upgrades (design or social ad distribution). VNUE’s revenue share is reported as net revenue (i.e.gross transaction revenues minus any revenue share due to third parties).

As a software-focused business, VNUE can take advantage ofa single technology platform to continuously acquire users at low marginal cost leveraging artist promotion, in venue marketingand mobile notifications. Further automation and self-service tools are intended to allow VNUE to provide more advanced servicesto the industry and artist without adding significantly to the cost base or headcount.

VNUE delivers a technology suite to accompany the publishersthat allows them to source, pull a wide swath of reports down to granular in venue streams and conversions. VNUE looks to commercializethe in venue sales components that is currently missing and expand these efforts globally and embed live and on-demand contentfrom the VNUE Audience network efficiently and cost-effectively. These features, such as its real time audio sweating tools, aredesigned to significantly reduce the manual effort required to display music content and, therefore, increase the efficiency ofcontent distribution and the revenue yield per performance sold.

License Agreement with Universal Music Corp.

On November 2, 2015, the Company entered into a License Agreementwith Universal Music Corp. (“Universal”).

The License Agreement is effective September 8, 2015, and hasa term of Two (2) Years from the Effective Date. Under the terms of the License Agreement, Universal is granting to VNUE a non-exclusive,non-transferable, non-sublicensable license to create and distribute content using certain Universal compositions, more specifiedin the Grant of Right’s section of the License Agreement.

The Company will then market and sell this content via theVNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section ofthe License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the RoyaltyRates section of the License Agreement.

In accordance with the Minimum Guarantee provision of the LicenseAgreement, the Company was required to pay Universal a minimum first year fee of Fifty Thousand Dollars ($50,000), which is duewithin 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencementof the second year of the Term. The Company paid the minimum first year fee of Fifty Thousand Dollars ($50,000) to Universal onNovember 10, 2015.

Now that the Company has paid the minimum first year fee toUniversal, the Company’s plan is to continue raising capital through the sales of its common stock in order to completethe development of its VNUE Service. Once development of the VNUE Service is complete, the Company plans to concentrate on themarketing and sales of content created under the Licensing Agreement with Universal, as well as identifying strategic opportunitieswith other music industry leaders.

Results of Operations

The following discussion and analysis of our results of operationsand financial condition for the nine months ended September 30, 2015 should be read in conjunction with our unaudited interimconsolidated financial statements and related notes included in this report, as well as our consolidated financial statementsof Vnue Washington for the year ended December 31, 2014 and notes thereto contained in Vnue Inc.’s Current Report amendmentNo. 1 to Form 8-K as filed with the SEC. 

Nine months Ended September 30, 2015 Compared to Nine monthsEnded September 30, 2014

Cost of Sales

Our cost of sales for the Nine-Months Ended September 30, 2015amounted to $265,880 compared to $55,950 for the Nine-Months Ended September 30, 2014.

Acquisition-Related Costs

Our acquisition-related costs for the Nine-Months Ended September30, 2015 amounted to $819,105 compared to $0 for the Nine-Months Ended September 30 2014 in connection with the closing of theMerger on May 29, 2015.

Salary and compensation

Our salary and compensation for the Nine-Months Ended September30, 2015 amounted to $155,126 compared to $0 for the Nine-Months Ended September 30, 2014. The increase in salary and compensationto last year is primarily due to the fact that the Company started to hiring employees near the end of June 2015 to commence operations.

Professional Fees

Our professional fee expenses for the Nine-Months Ended September30, 2015 amounted to $244,742 compared to $71,017 for the Nine-Months Ended September 30, 2014. The increase in professional feesrelative to last year is primarily due to fees for legal fees incurred by VNUE Washington prior to the Merger, and otherlegal, accounting and auditing services, associated with the Merger.

General and Administrative Expenses

Our general and administrative expenses for the Nine-MonthsEnded September 30, 2015 amounted to $181,878 compared to $24,930 for the Nine-Months Ended September 30, 2014. The increase ingeneral and administrative expenses relative to last year is due primarily to expenses associated with the Merger.  

Other (Income) Expenses, Net

We recorded net other expenses for the Nine-Months Ended September30, 2015 of $93,876 compared to $147,533 for the Nine-Months Ended September 30, 2014. The change in net other expenses was primarilydue to the change in fair value of derivative liability, financing costs of $50,000 and the settlement of claims valued at $96,876.

Net Loss from operations

As a result of the foregoing cost of sales, acquisition-relatedcosts, professional fees, general and administrative expenses, and other income, and as we have not yet generated significantrevenues since our inception, our net loss for the Nine-Months Ended September 30, 2015 was $1,760,124, compared to our net lossfor the Nine-Months Ended September 30, 2014 of $299,310.

Year Ended December 31, 2014 Compared to Year Ended December31, 2013

Cost of Sales

Our cost of sales for the Year Ended December 31, 2014 amountedto $97,735 compared to $0 for the Year Ended December 31, 2013.

Acquisition-Related Costs

Our acquisition-related costs for the Year Ended December 31,2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Salary and compensation

Our salary and compensation for the Year Ended December 31,2014 amounted to $0 compared to $0 for the Year Ended December 31, 2013.

Professional Fees

Our professional fee expenses for the Year Ended December 31,2014 amounted to $114,435 compared to $0 for the Year Ended December 31, 2013.

General and Administrative Expenses

Our general and administrative expenses for the Year EndedDecember 31, 2014 amounted to $32,584 compared to $0 for the Year Ended December 31, 2013.

Other (Income) Expense, Net

We recorded other income for the Year Ended December 31, 2014of $141,391 compared to $0 for the Year Ended December 31, 2013. The change in net other income was primarily due to change infair value of derivative liabilities and a debt discount.

Net Loss from operations

As a result of the foregoing cost of sales, acquisition-relatedcosts, professional fees, general and administrative expenses, and other income, and as we have not yet generated significantrevenues since our inception, our net loss for the Year Ended December 31, 2014 was $385,924, compared to our net loss for theYear Ended December 31, 2013 of $0.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarilythrough private offerings of our equity securities.

As of September 30, 2015, we had cash and cash equivalentsof $35,009.

We had negative cash flow from operating activities of $583,337for the Nine-Months Ended September 30, 2015, compared with negative cash flow from operating activities of $93,340 for the Nine-MonthsEnded September 30, 2014. The increase in negative cash flow for operating activities is due to costs associated with the Merger,and reflects Company’s expanded operations under the VNUE business model, which resulted in significant payments to serviceproviders and employees.

We had negative cash flow from investing activities of $52,037for the Nine-Months Ended September 30, 2015 due to an advance to a related party. We had negative cash flow from investing activitiesof $35,000 for the Nine-Months Ended September 30, 2014 due to the acquisition of intangible assets.

We had positive cash flow from financing activities of $670,337for the Nine-Months Ended September 30, 2015 as compared to $128,340 for the Nine-Months Ended September 30, 2014. The cash flowfrom financing activities for the Nine-Months Ended September 30, 2015 was primarily due to $726,320 in proceeds from the issuanceof common shares. This $726,320 is offset by $14,983 in repayments to a stockholder and $41,000 in repayments of convertible notespayable during the same period. The cash flow from financing activities for the Nine-Months Ended September 30, 2014 was due to$42,340 in advances from a stockholder and $86,000 in proceeds from convertible notes payable.

Off-Balance Sheet Arrangements

We have no significant off-balancesheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenuesor expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Going Concern

Our consolidated financial statements havebeen prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realizationof assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financialstatements, the Company had an accumulated deficit at September 30, 2015, a net loss and net cash used in operating activitiesfor the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a goingconcern.

The consolidated financial statements donot include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classificationof liabilities that might be necessary should the Company be unable to continue as a going concern.

We have not generated significantrevenues, have achieved losses since our inception, and rely upon the sale of our common stock and loans from related and otherparties to fund our operations. We do not anticipate generating any revenues in the foreseeable future, and if we are unable toraise equity or secure alternative financing, we may not be able to pursue our plans and our business may fail.

Application of Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financialcondition and results of operations is based on our financial statements, which were prepared in accordance with U.S. generallyaccepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions thataffect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of thefinancial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimatesunder different assumptions or conditions.

While our significant accounting policies are more fully describedin the notes to our financial statements appearing elsewhere in this prospectus, we believe that the accounting policies discussedbelow are critical to our financial results and to the understanding of our past and future performance, as these policies relateto the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to becritical if: (1) it requires us to make assumptions because information was not available at the time or it included matters thatwere highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact onour financial condition or results of operations.

Selected Financial Data

Not applicable.

Item 3. Quantitative and QualitativeDisclosures of Market Risk

Not applicable.

Item 4.  Controlsand Procedures

We carried out an evaluation requiredby the Securities Exchange Act of 1934 (the “1934 Act”), under the supervision and with the participation of our principalexecutive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controlsand procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of the end of the period covered by this report. Based on thisevaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedureswere ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file orsubmit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’srules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, includingour principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

During the most recent fiscal quarter,there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting.

Our disclosure controls and proceduresare designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however,that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how welldesigned and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectiveswill be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will notoccur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes In and Disagreements with Accountants

Effective November9, 2015, the Company engaged the firm of Li and Company, PC as the Independent Registered Public Accountant to Audit the Company’sfinancial statements for the remainder of the fiscal year ending December 31, 2015.

The decisionto change accountants was approved by the Company’s Board of Directors based upon Li and Company’s prior engagementfor the preparation of the financial statements contained in the Company’s 8-K/A dated November 4, 2015, which had beenin progress since the reverse merger which closed on May 29, 2015.

The engagement,effective November 9, 2015, of Li and Company, PC as the new Independent Registered Public Accountant for the Company necessarilyresulted in the termination or dismissal of the previous principal accountant which audited the Company’s financial statementsprior to the reverse merger which closed on May 29, 2015, MALONEBAILEY, LLP.

In accordancewith the terms of the reverse merger, the Company’s fiscal year-end changed to December 31, 2015. During the Company’stwo most recent fiscal years ended May 31, 2014 and May 31, 2013, and the subsequent interim period, there were no disagreementsbetween the Company and MALONEBAILEY, LLP concerning any matter of accounting principles or practices, financial statement disclosureor auditing scope or procedure which disagreements, if not resolved to MALONEBAILEY, LLP’s satisfaction would have causedthem to make a reference to the subject matter of the disagreements in connection with their reports; there were no reportableevents as described in Item 304(a)(1)(v) of Regulation S-K.

MALONEBAILEY,LLP’s report dated September 12, 2014 on the Company’s financial statements for the fiscal year ended May 31, 2014did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, auditscope or accounting principles.

The Company providedMALONEBAILEY, LLP with a copy of the foregoing disclosures and requested from MALONEBAILEY, LLP a letter addressed to the Commissionstating whether MALONEBAILEY, LLP agrees with the statements made by the Company in response to Item 304(a) of Regulation S-Kand, if not, stating the respects in which it does not agree. MALONEBAILEY, LLP’s letter was attached as an exhibit to theCompany’s 8-K Current Report dated November 9, 2015 as Exhibit 10.01.

We have had no disagreements with our accountants.

Available Information

We have filed with the Securities and Exchange Commission aregistration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering,please refer to the registration statement and the exhibits and schedules thereto.  The registration statement and exhibitsmay be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 FStreet, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room bycalling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also availableat the web site maintained by the SEC at http://www.sec.gov.

Directors, Executive Officers, Promotersand Control Persons

All directors of our company hold office until the next annualmeeting of the security holders or until their successors have been elected and qualified.  The officers of our company areappointed by our board of directors and hold office until their death, resignation or removal from office.  Our directorsand executive officers, their ages, positions held, and duration as such, are as follows:

Matthew Carona, 31, CEO, President,Director

Prior to his appointment as Chief Executive Officer and Directorof the Company, Matthew P. Carona was the co-founder and Chief Executive Officer of VNUE Inc. Matthew brings more than 8 yearsof experience in the ever-evolving landscape of digital music, media and global distribution. Prior to Co-founding VNUE, Matthewserved as Chief Strategy Officer at Qello, the world's leading on-demand streaming service for full-length HD concert films andmusic, where he began in 2010. In 2008, Matthew’s immersion in digital media and product development came when he joinedBillboard Magazine, the world’s most influential music media brand reaching key executives and tastemakers in and aroundthe music business through its Magazine, Websites, Trade events and televised award shows, as their Event Sales Manager, BusinessDevelopment of Mobile Products and Licensing. Prior to that, Matthew worked at Show Media , an interactive digital network, contentproduction and outdoor advertising media company. Prior to Show Media he began his career at University Sports Publications in2005 and then went on to start his first company, World Trade Publications in 2006.

Matthew has forged partnerships with wide variety of technology,music and digital media companies, including Apple, Amazon, AT&T, Motorola, Samsung, Sony, Google and more. Matthew receivedhis B.A in Business Management from Western New England University in 2005.

Collin Howard, 46, CFO and Director

As an operations-savvy executive with more than 15 years inbanking, Collin’s experience has resulted in the successful development of financial planning and analysis, business intelligence,integrated business partnerships and decision support from the ground up. Collin Howard joined VNUE, Inc. in 2014 as the ChiefFinancial Officer. Collin is focused on driving investment strategy and next generation partnerships on a multitude of financialmatters including raising capital, acquisition, accounting, financial modeling and analysis. Prior to joining VNUE, Collin servedas a Vice President at the Toronto-Dominion Bank. Prior to his position with TD, Collin served as a Branch Manager at SunTrustBank in 2006. He also served as a Business Development Officer for M&T Bank beginning in 2005. Before entering banking, Collin’sfascination with information technology and wireless services began when he joined TESSCO Technologies in 2000 as Credit Manager.Collin earned a Bachelor’s of Science Degree in Business Management from University of Phoenix in 2006.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

No officer, directors or persons nominated for such positions,promoter or significant employee has been involved in the last ten years in any of the following:

-

Any bankruptcy petition filedby or against any business of which such person was a general partner or executive officer either at the time of the bankruptcyor within two years prior to that time;

-

Any conviction in a criminalproceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

-

Being subject to any order, judgment,or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarilyenjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;and

-

Being found by a court of competentjurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or statesecurities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Summary Compensation Table

The table below summarizes all compensation awarded to, earnedby, or paid to our Principal Executive Officer, our most highly compensated executive officers other than our PEO who occupiedsuch position at the end of our latest fiscal year and up to two additional executive officers who would have been included inthe table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by anythird party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us forthe latest fiscal year ended _______________________.____________________. 

Stock Option Grants

We have not granted any stock options to the executive officerssince our inception.

Consulting Agreements

Security Ownership of Certain BeneficialOwners and Management

The following tables set forth the ownership, as of the dateof this Prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstandingcommon stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the personsnamed have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pendingor anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownershipof our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarilyindicative of ownership for any other purpose.  Under these rules, a person is deemed to be a "beneficial owner"of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or directthe disposition of the security.  A person is deemed to own beneficially any security as to which such person has the rightto acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security,warrant, option or other right.  More than one person may be deemed to be a beneficial owner of the same securities.  Thepercentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficiallyowned by such person, which includes the number of shares as to which such person has the right to acquire voting or investmentpower within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which suchperson has the right to acquire voting or investment power within 60 days.  Consequently, the denominator used for calculatingsuch percentage may be different for each beneficial owner.  Except as otherwise indicated below, we believe that the beneficialowners of our common stock listed below have sole voting and investment power with respect to the shares shown.  The mailingaddress for all persons is at 104 W. 29th Street, 11th Floor, New York, NY 10001  

This table is based upon information derived from our stockrecords.  The shareholder named in this table has sole or shared voting and investment power with respect to the shares indicatedas beneficially owned.  Applicable percentages are based upon 641,121,497 shares of common stock outstanding as of January8, 2016. 

Certain Relationships and Related Transactions

The Corporation may indemnify and advance litigation expensesto its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnifyand advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles orthese Bylaws.  The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receivingprompt notice of the claim and the opportunity to settle and defend the claim.  The Corporation may, to the extent permittedby law, purchase and maintain insurance on behalf of an individual who is or was a directors, officer, employee or agent of theCorporation. 

Disclosure of Commission Position ofIndemnification for Securities Act Liabilities

Our officers and directors are indemnified as provided by theNevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the Securities and Exchange Commissionindemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, andis, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one ofour directors, officer, or controlling person in connection with the securities being registered, we will, unless in the opinionof our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnificationis against public policy to court of appropriate jurisdiction.  We will then be governed by the court's decision. 

Vnue, Inc.

December 31, 2014

Index to the Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Vnue, Inc.

We have audited the accompanying balancesheet of Vnue, Inc. (“Vnue Washington” or the “Company”) as of December 31, 2014 and the related statementsof operations, changes in stockholders’ equity, and cash flows for the year then ended. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements basedon our audit.

We conducted our audit in accordance withthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includedconsideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control overfinancial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesa reasonable basis for our opinion.

In our opinion, the financial statementsreferred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and theresults of its operations and its cash flows for the year then ended, in conformity with accounting principles generally acceptedin the United States of America.

The accompanying financial statements havebeen prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, theCompany had an accumulated deficit at December 31, 2014, a net loss and net cash used in operating activities for the reportingperiod then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’splans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that mightresult from the outcome of this uncertainty.

Skillman, New Jersey

November 4, 2015

VNUE Inc.

Consolidated Balance Sheet

December 31, 2014

See accompanying notes to the consolidatedfinancial statements.

VNUE Inc.

Consolidated Statement of Operations

See accompanying notes to the consolidatedfinancial statements.

VNUE Inc.

Consolidated Statement of Changes inMembers' Capital and Stockholders' Equity (Deficit)

For the period from August 1, 2013 (formation)through December 31, 2014

See accompanying notes to the consolidatedfinancial statements.

VNUE Inc.

Consolidated Statement of Cash Flows

See accompanying notes to the consolidatedfinancial statements.

Vnue, Inc.

December 31, 2014 and 2013

Notes to Consolidated Financial Statements

Note 1 - Organization and Operations

Vnue, LLC

Vnue LLC ("Vnue LLC" or “Predecessor”)is a limited liability company organized under the laws of the State of Delaware on August 1, 2013 which began operations in January2014. On December 3, 2014, Vnue LLC filed a certificate of merger and merged into VNUE Washington with VNUE Washington as the survivingcorporation. VNUE LLC offers a technology driven solution for Artist, Venues and Festivals to automate the capturing, publishingand monetization of the content.

Vnue, Inc.

VNUE, Inc. ("VNUE Washington",or the "Company") was incorporated on October 16, 2014 under the laws of the State of Washington for the sole purposeof acquiring all of the membership interests of the Predecessor.

On December 3, 2014, the Company issuedan aggregate of 7,998,001 shares of the newly formed corporation’s common stock to the members of the Predecessor for allof their membership interests in the Predecessor. No value was given to the common stock issued by the newly formed corporation.The acquisition process utilizes the capital structure of VNUE Washington and the assets and liabilities of the Predecessor, whichare recorded at historical cost.

The Company applied paragraph 505-10-S99-3of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SABTopic 4B”) issued by the United States Securities and Exchange Commission (the “SEC”), by reclassifying the Predecessor’saccumulated deficit of $334,543 at December 3, 2014 to additional paid-in capital.

The accompanying financial statements havebeen prepared as if the Company had its corporate capital structure as of the date of the incorporation of the Predecessor.

Vnue Technology Inc.

Vnue Technology Inc. ("Vnue Tech")was incorporated under the laws of the State of Washington on October 16, 2014, with VNUE Washington owning 90% of the shares and10% owned by one of VNUE Washington's directors. Vnue Tech is currently inactive.

Vnue Media Inc.

Vnue Media Inc. ("Vnue Media")was incorporated under the laws of the State of Washington on October 16, 2014, with VNUE Washington owning 89% of the shares and11% owned by one of VNUE Washington's directors. Vnue Media is currently inactive.

Note 2 - Significant and Critical AccountingPolicies and Practices

The Management of the Company is responsiblefor the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financialcondition and results and require management’s most difficult, subjective, or complex judgments, often as a result of theneed to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and criticalaccounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The Company’s financial statementshave been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptionsand Critical Accounting Estimates and Assumptions

The preparation of financial statementsin conformity with accounting principles generally accepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Critical accounting estimates are estimatesfor which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highlyuncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition oroperating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statementswere:

These significant accounting estimatesor assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions,and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historicalexperience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a wholeunder the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilitiesthat are not readily apparent from other sources.

Management regularly evaluates the keyfactors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances,historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from thoseestimates.

Principles of Consolidation

The Company applies the guidance of Topic810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether andhow to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities inwhich a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with theparent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary;(3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASCParagraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and,therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstandingvoting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesserpercentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidatesall less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The Company consolidates the followingsubsidiaries and/or entities:

The consolidated financial statements include the accountsof the subsidiaries/entities as of reporting periods end date and for the reporting periods then ended from their respective datesof incorporation/formation, acquisition and disposition.

All inter-company balances and transactionshave been eliminated.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financialinstruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles(GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurementsand related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniquesused to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

Financial assets are considered Level 3when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at leastone significant model assumption or input is unobservable.

The fair value hierarchy gives the highestpriority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservableinputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, thecategorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’sfinancial assets and liabilities, such as cash and accounts payable approximate their fair value because of the short maturityof this instrument.

The Company’s convertible notes payableapproximate the fair value of such instruments based upon management’s best estimate of interest rates that would be availableto the Company for similar financial arrangements at December 31, 2014.

The Company’s Level 3 financial liabilitiesconsist of the derivative financial instruments for which there is no current market for these securities such that the determinationof fair value requires significant judgment or estimation.  The Company valued the automatic conditional conversion,re-pricing/down-round, change of control; default and follow-on offering provisions using a Monte Carlo model, with the assistanceof a valuation specialist, for which management understands the methodologies. These models incorporate transaction details suchas Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility,and holder behavior as of the date of issuance and each balance sheet date.

Transactions involving related partiescannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealingsmay not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactionswere consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Fair Value of Financial Assets andLiabilities Measured on a Recurring Basis

Level 3 Financial Liabilities– Derivative Financial Instruments

The Company uses Level 3 of the fair valuehierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at the end of every reportingperiod and recognizes gains or losses in the Statements of Operations that are attributable to the change in the fair value ofthe derivative liability.

Carrying Value, Recoverability andImpairment of Long-Lived Assets

The Company has adopted Section 360-10-35of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment lossshall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value.The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flowsexpected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carryingamount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amountby which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciablelong-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restorationof a previously recognized impairment loss is prohibited.

Pursuant to ASC Paragraph 360-10-35-21the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicatethat its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changesin circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (assetgroup); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or inits physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the valueof a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantlyin excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-periodoperating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstratescontinuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likelythan not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previouslyestimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequentlyupon the occurrence of such events.

Pursuant to ASC Paragraphs 360-10-45-4and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in incomefrom continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income fromoperations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset(disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxesin the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amountsof those gains or losses.

Cash Equivalents

The Company considers all highly liquidinvestments with maturities of three months or less at the time of purchase to be cash equivalents.

Intangible Assets Other Than Goodwill

The Company has adopted Subtopic 350-30of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizesthe acquisition costs of intangible assets other than goodwill on a straight-line basis over or their estimated useful lives, theterms of the exclusive licenses and/or agreements, or the terms of legal lives of the respective assets as follows:

Upon becoming fully amortized, the relatedcost and accumulated amortization are removed from the accounts.

Discount on Debt

The Company allocates the proceeds receivedfrom convertible debt instruments between the liability component and equity component, and records the conversion feature as aliability in accordance with subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”). Theconversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision,a penalty provision and redemption option, have been recorded at their fair value as its fair value can be separated from the convertiblenote and its conversion is independent of the underlying note value. The conversion liability is marked to market each reportingperiod with the resulting gains or losses shown in the Statement of Operations. The Company has also recorded the resulting discounton debt related to the conversion feature and is amortizing the discount using the effective interest rate method over the lifeof the debt instruments.

Derivative Liability

The Company evaluates its convertible debt,options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualifyas derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB AccountingStandards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-marketeach balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability,the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exerciseor cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellationand then that the related fair value is reclassified to equity.

In circumstances where the embedded conversionoption in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in theconvertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single,compound derivative instrument.

The classification of derivative instruments,including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reportingperiod. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified toliability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classifiedin the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expectedwithin 12 months of the balance sheet date.

The Company adopted Section 815-40-15 ofthe FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embeddedfeature) is indexed to the Company’s own stock.  Section 815-40-15 provides that an entity should use a two-stepapproach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, includingevaluating the instrument’s contingent exercise and settlement provisions.

The Company marks to market the fair valueof the remaining embedded derivative conversion features at each balance sheet date and records the change in the fair value ofthe remaining embedded derivative conversion features as other income or expense in the consolidated statements of operations.

The Company utilizes the Monte Carlo modelthat values the liability of the derivative conversion features based on a probability weighted discounted cash flow model withthe assistance of a third party valuation firm. Black-Scholes model does not consider all of the terms of the instrument whichmay not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives).The Monte Carlo model is based on future projections of the various potential outcomes. The features that were analyzed and incorporatedinto the model included the conversion features. The Monte Carlo model analyzed the underlying economic factors that influencedwhich of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e.stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios.Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probabilityassociated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine thevalue of the conversion features.

Related Parties

The Company follows subtopic 850-10 ofthe FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the relatedparties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any otherPerson that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control withsuch Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investmentsin their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsectionof Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefitof employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principalowners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controlsor can significantly influence the management or operating policies of the other to an extent that one of the transacting partiesmight be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence themanagement or operating policies of the transacting parties or that have an ownership interest in one of the transacting partiesand can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fullypursuing its own separate interests.

The financial statements shall includedisclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similaritems in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidatedor combined financial statements is not required in those statements. The disclosures shall include: a. the nature of therelationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts wereascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to anunderstanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for eachof the periods for which income statements are presented and the effects of any change in the method of establishing the termsfrom that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presentedand, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 ofthe FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the datethe financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or morefuture events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involvesan exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-assertedclaims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-assertedclaims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicatesthat it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimatedliability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material losscontingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingentliability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote aregenerally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Non-Controlling Interest

The Company follows paragraph 810-10-65-1of the FASB Accounting Standards Codification to report the non-controlling interest in its majority-owned subsidiaries and controlledentities in the consolidated balance sheets within the equity section, separately from the Company’s stockholders’equity. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of theCompany’s majority-owned subsidiaries and controlled entities. Non-controlling interest is adjusted for the non-controllinginterest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controllinginterest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interestbalance.

Revenue Recognition

The Company follows paragraph 605-10-S99-1of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizableand earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasiveevidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii)the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Equity Instruments Issued to PartiesOther Than Employees for Acquiring Goods or Services

The Company accounts for equity instrumentsissued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB AccountingStandards Codification (“Sub-topic 505-50”).

Pursuant to ASC paragraph 505-50-25-7,if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement forgoods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of theelimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached.A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whetherthe corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equityunder the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1,a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitableequity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specificperformance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equityby the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect thebalance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to otherthan employees in exchange for goods or services.

Pursuant to Paragraphs 505-50-25-8 and505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only aftera specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performanceconditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entityhad paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments.A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exerciseexpires unexercised.

Pursuant to ASC Paragraphs 505-50-30-2and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration receivedor the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair valueof the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of thefollowing dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty toearn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete.If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’scommon stock will be used to measure the fair value of the common shares issued, however, if the Company’s common sharesare thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”),or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such sharescould be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

Pursuant to ASC Paragraph 718-10-55-21if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions,an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements inparagraph 718-10-55-11 and takes into account, at a minimum, all of the following factors:

Pursuant to ASC paragraph 505-50-S99-1,if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equityinstruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments arenot considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry shouldbe recorded.

Deferred Tax Assets and Income TaxProvision

The Company accounts for income taxes underSection 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined basedupon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted taxrates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuationallowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assetsand liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporarydifferences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax ratesis recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 ofthe FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination ofwhether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that thetax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The taxbenefits recognized in the financial statements from such a position should be measured based on the largest benefit that has agreater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidanceon de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increaseddisclosures.

The estimated future tax effects of temporarydifferences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax creditcarry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balancesheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretationof the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, theCompany operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion,adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates,additional allowances or reversals of reserves may be necessary.

Tax years that remain subject toexamination by major tax jurisdictions

The Company discloses tax years that remainsubject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whetherthey stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect orreconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codificationto report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activitiesby removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operatingcash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Subsequent Events

The Company follows the guidance in Section855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequentevents through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting StandardsCodification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users,such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued the FASB AccountingStandards Update No. 2014-09 “ Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”)

This guidance amends the existing FASBAccounting Standards Codification, creating a new Topic 606,  Revenue from Contracts with Customer. The core principleof the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers inan amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entityshould apply the following steps:

The ASU also provides guidance on disclosuresthat should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenuerecognition and cash flows arising from contracts with customers.  Qualitative and quantitative information is required aboutthe following:

ASU 2014-09 is effective for periods beginningafter December 15, 2016, including interim reporting periods within that reporting period for all public entities.  Earlyapplication is not permitted.

In June 2014, the FASB issued the FASBAccounting Standards Update No. 2014-12 “ Compensation—Stock Compensation (Topic 718) : Accounting for Share-BasedPayments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”(“ASU 2014-12”).

The amendments clarify the proper methodof accounting for share-based payments when the terms of an award provide that a performance target could be achieved after therequisite service period.  The Update requires that a performance target that affects vesting and that could be achieved afterthe requisite service period be treated as a performance condition. The performance target should not be reflected in estimatingthe grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable thatthe performance target will be achieved and should represent the compensation cost attributable to the period(s) for which therequisite service has already been rendered.

The amendments in this Update are effectivefor annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.

In August 2014, the FASB issued the FASBAccounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosureof Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financialstatements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditionsor events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concernwithin one year after the date that the financial statements are issued (or within one year after the date that the financialstatements are available to be issued when applicable). Management’s evaluation should be based on relevant conditionsand events that are known and reasonably knowable at the date that the financial statements are issued (or at the date thatthe financial statements are available to be issued when applicable). Substantial doubt about an entity’s abilityto continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probablethat the entity will be unable to meet its obligations as they become due within one year after the date that the financial statementsare issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

When management identifies conditions orevents that raise substantial doubt about an entity’s ability to continue as a going concern, management should considerwhether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigatingeffect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectivelyimplemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt aboutthe entity’s ability to continue as a going concern.

If conditions or events raise substantialdoubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of considerationof management’s plans, the entity should disclose information that enables users of the financial statements to understandall of the following (or refer to similar information disclosed elsewhere in the footnotes):

a.         Principalconditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before considerationof management’s plans)

b.         Management’sevaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

c.         Management’splans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantialdoubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after considerationof management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubtabout the entity’s ability to continue as a going concern within one year after the date that the financial statementsare issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financialstatements to understand all of the following:

a.         Principalconditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

b.         Management’sevaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

c.         Management’splans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continueas a going concern.

The amendments in this Update are effectivefor the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early applicationis permitted.

In February 2015, the FASB issued the FASBAccounting Standards Update No. 2015-02 “  Consolidation (Topic 810) -Amendments to the Consolidation Analysis”(“ASU 2015-02”)  to improve certain areas of consolidation guidance for reporting organizations (i.e., public,private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships,limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations).   Alllegal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

The amendments in this Update are effectivefor public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15,2015. Early adoption is permitted, including adoption in an interim period.

In April 2015, the FASB issued the FASBAccounting Standards Update No. 2015-03 “ Interest—Imputation of Interest (Subtopic 835-30) : Simplifyingthe Presentation of Debt Issuance Costs” (“ASU 2015-03”).

To simplify presentation of debt issuancecosts, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in thebalance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognitionand measurement guidance for debt issuance costs are not affected by the amendments in this Update.

For public business entities, the amendmentsin this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periodswithin those fiscal years.

In August 2015, the FASB issued the FASBAccounting Standards Update No. 2015-14 “ Revenue from Contracts with Customers (Topic 606) : Deferral of the EffectiveDate” (“ASU 2015-14”).

The amendments in this Update defer theeffective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certainemployee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017,including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reportingperiods beginning after December 15, 2016, including interim reporting periods within that reporting period.

Management does not believe that any recentlyissued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financialstatements.

Note 3 - Going Concern

The Company has elected to adopt earlyapplication of Accounting Standards Update No. 2014-15,  “Presentation of Financial Statements—Going Concern(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

The financial statements have been preparedassuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,and liquidation of liabilities in the normal course of business.

As reflected in the financial statements,the Company had an accumulated deficit at December 31, 2014, a net loss and net cash used in operating activities for the yearthen ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Currently, management is attempting toincrease revenues and improve gross margins by a revised sales strategy. The Company is redirecting its sales focus from directsales to domestic and international channel sales, where the Company is primarily selling through a channel of Distributors, ValueAdded Resellers, Strategic Partners and Original Equipment Manufacturers. While the Company believes in the viability of its strategyto increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of theCompany to continue as a going concern is dependent upon the Company’s ability to continually increase its customer baseand realize increased revenues from recently signed contracts.

The financial statements do not includeany adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification ofliabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Intangible Assets

Entry into an Asset Purchase Agreement

On July 23, 2014, the Company entered intoan Asset purchase agreement with Lively, LLC (the “Agreement”), whereby the Company acquired certain assets of Lively,LLC for consideration of (i) payment of $150,000 and (ii) Preferred shares with a fair market value of $250,000 at the time ofthe issuance. Assets purchased included: a) software, inventions, customers, customer lists, development, documents and records,designs, claims, intellectual property rights, distribution rights and merchandising rights; b) all copyright, patents, trademarks,trade names, logos or service marks and other intangible property and rights.

The Company issued 133,334 preferred sharesto Lively LLC to satisfy the consideration (ii) for the acquisition of the intangible assets which were valued at $1.53 per share,the most recent PPM price per common share from the subsequent sale of common stock as the preferred shares are convertible tocommon shares on a 1 to 1 basis and the business has not changed between July 2014, the date of acquisition of the assets and April2015, the date of the equity financing. The Company recorded the intangible assets of $354,000 including (i) $150,000 in cash and(ii) $204,000 in preferred shares.

Accounting Treatment of the Transaction

The Company acquired certain assets, alesser component of an entity. In evaluating whether an acquisition of a lesser component of an entity constitutes a business theCompany considered the following facts and circumstances: (1) Whether the nature of the revenue-producing activity of the componentwill remain generally the same as before the transaction; or (2) Whether any of the following attributes remain with the componentafter the transaction: (i) Physical facilities, (ii) Employee base, (iii) Market distribution system, (iv) Sales force, (v) Customerbase, (vi) Operating rights, (vii) Production techniques, or (viii) Trade names. The Company determined that this transaction isa straight asset acquisition and not a business acquisition as there is no sufficient continuity of the acquired entity’soperations after the transaction.

Impairment Testing and AmortizationExpense

The Company acquired the intangible assetsin July 2014 and is in the process of developing the technology for its commercial operations and the management of the Companydetermined that there was no impairment of such assets at December 31, 2014.

(ii) Amortization Expense

Amortization expense was $5,900 for thereporting period ended December 31, 2014.

Note 5 – Related Party Transactions

Related parties

Related parties with whom the Company hadtransactions are:

Advances from Stockholder

From time to time, stockholder of the Companyadvances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

Note 6 – Convertible Notes Payable

Convertible notes payable consisted ofthe following:

(*) The discount is being amortized usingthe effective interest rate method over the life of the debt instruments.

Note 7 – Derivative Instrumentsand the Fair Value of Financial Instruments

In August of 2014, the Companyentered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with certain investors (the “Holders”)for an aggregate of $96,000 in Convertible Promissory Notes (the "Notes" or “Securities”). The Securitiesincluded 6 convertible debt instruments with variable conversion prices with reset provisions. The Notes convert at a certain percentageof future financing and/or pre-money valuations on a full dilution basis; therefore the Company has an indeterminate number ofshares required to settle the notes and this qualifies the convertible debt instruments as derivative instrument at the date ofissuance.

Under the Security Purchase Agreements, the holdersof the Convertible Promissory Notes have the following terms and conditions:

1. If not previously converted,all outstanding principal and accrued interest under a given Note will be due and payable on demand by the Holder at any time afterthe earlier of (i) 36 months following issuance of such Note (the "Maturity Date") or (ii) the consummation of a CorporateTransaction (sale of substantially all of the Company's assets or stock; an IPO by the Company; merger of the Company; or a liquidation/dissolution).

2. The Notes accrue interest at a rate of 0% to 10%per annum compounded annually.

3. The Noteis convertible as follows: (a) If the Note is converted upon the Next Equity Financing, shares of the same class of stock issuedto investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, shares of commonstock of the Company; or (c) if the Note is converted as part of a Maturity Conversion, units of Class A limited liability companymembership interest ("Class A Units").

4. The NoteConversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80%of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of aCorporate Transaction, a price per share derived by dividing a "pre- money" valuation of $8,000,000 by the number ofshares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is convertedas part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the totalnumber of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully dilutedbasis.

5. If theNext Equity Financing or a Corporate Transaction has not occurred on or before the Maturity Date, and the Note has not been repaidin full, the outstanding balance will, at the Holder's election, be (a) due and payable in full or (b) converted into ConversionSecurity.

Valuation of Derivative FinancialInstruments

The Company has utilized a thirdparty valuation consultant to assist the Company to fair value the derivative financial instruments. The company uses Monte Carlomodels that value the derivative liability within the notes. The technique applied generates a large number of possible (but random)price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash or stock)of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motionwith constant drift, and constant volatility. The stock price is determined by a random sampling from a normal distribution. Sincethe underlying random process is the same, for enough price paths, the value of derivative is derived from path dependent scenariosand outcomes.

The features in the Notes thatwere analyzed and incorporated into the model included the conversion feature with the adjustable conversion priceand redemption provisions (at the option of the Holder). Based on these features, there are two primary events that canoccur: the Holder converts the note or the Holder redeems the note.

The model simulates the underlyingeconomic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms thatwould be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such asredemption likelihood, and timing and pricing of reset events over the remaining term of the note based on management projections.This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and itwas compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivativeliability for that simulation. For each valuation, 10,000 simulations were run and the results were averaged to determine the derivativeliability as of the date of each valuation.

The convertible notes were valued at issuance (potentiallyconvertible if a financing event occurred in the period) and also at the quarterly periods with the following assumptions:

- The stock price was based on the Private Placementdated January 1, 2015 which raised $686,320 at $1.53 per VNUE Common S tock share price with 9,491,961 issued / outstandingand using the TGRI capitalization of 477,664,519 issued / outstanding with a Common Stock share price of $0.0304 .

- The stock projection s are based on the comparablecompany annual volatilities for each date. These volatilities were in the 104–122% range:

- The stockprice projection was modeled such that it follows a geometric Brownian motion with constant drift and an constant volatility, startingwith the $0.03 market stock price at each valuation date;

- An event of default would not occur during the remainingterm of the note;

- Conversion of the notes to stockwould occur only at maturity if the Note was in the money and a reset event had occurred - either the Next Financing orCorporate Transaction ;

- Redemption would have noderivative value since no penalty or interest rate adjustment exist in these Notes;

- Discount rates were based onrisk free rates in effect based on the remaining term and date of each valuation and instrument.

- The Noteis convertible as follows: (a) if the Note is converted upon the Next Equity Financing , shares of the same class of stockissued to investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction ,shares of common stock; or (c) if the Note is converted as part of a Maturity Conversion .

- The NoteConversion Price is based on the following: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80%of the price paid per share paid by the investors in the Next Equity Financing ; (b) if the Note is converted in the eventof a Corporate Transaction, a price per share derived by dividing a "pre- money" valuation of $8,000,000 by the numberof shares outstanding prior to such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a MaturityConversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units/shares(restricted and non-restricted) outstanding prior to such conversion, on a fully diluted basis.

- If theNext Equity Financing or a Corporate Transaction has not occurred on or before the Maturity Date, and the Note has not been repaidin full, the outstanding balance will, at the Holder's election, be (a) due and payable in full or (b) converted into ConversionSecurity.

- The Noteassumptions for the Next Financing or Corporate Transaction (i.e. IPO) and cash requirements if no IPO are

-

As of December 31, 2014, the estimated fair value of derivativeliabilities on convertible notes was $215,748.

The following table summarizesthe change of fair value of the derivative debt liabilities.

Note 9 – Stockholders’ Equity(Deficit)

Shares Authorized

Upon formation the total number of sharesof all classes of stock which the Company is authorized to issue is Fifteen Million (15,000,000) shares of which Three Million(3,000,000) shares shall be Preferred Stock, no par value, and Twelve Million (12,000,000) shares shall be Common Stock, no parvalue.

Preferred Stock

In July 2014, VNUE Washington issued 133,334shares of preferred stock for the acquisition of certain assets from Lively, LLC. The preferred shares were valued at $1.53 pershare or $204,000. This was based on the price of the January 2015 private placement, as the preferred shares are convertible tocommon shares on a 1 to 1 basis and there were no significant changes in the business between the date of assets acquisition andthe date of private placement.

Common Stock

Upon formation, 7,808,001 shares of VNUEWashington common stock were issued in exchange for the membership units of VNUE, LLC.

Transfer of Vnue LLC Membership asCommon Stock

During the year ended December 31, 2014,a stockholder of the Company contributed $100,000 for the acquisition of a 2% membership interest of VNUE, LLC, which was convertedto 190,000 shares of common stock upon formation of VNUE Washington in August 2014. The contribution has been recorded as commonstock.

Note 10 – Deferred Tax Assetsand Income Tax Provision

Deferred Tax Assets

At December 31, 2014, the Company had netoperating loss (“NOL”) carry–forward for Federal income tax purposes of $40,658, net of 50% meals and entertainmentexclusion, change in fair value of derivative liability and derivative expense that may be offset against future taxable incomethrough 2034. A tax benefit has not been reported with respect to these net operating loss carry-forwards as the Company believesthat the realization of the Company’s net deferred tax asset of approximately $13,824 is not considered more likely thannot and accordingly, the deferred tax asset has been offset by a full valuation allowance.

Deferred tax assets consist primarilyof the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets becauseof the uncertainty regarding its realizeability.  The valuation allowance increased approximately $13,824 for the yearended December 31, 2014.

Components of deferred tax assets are asfollows:

Income Tax Provision in the Statementsof Operations

A reconciliation of the federal statutoryincome tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

Tax years that remain subject toexamination by major tax jurisdictions

The Company's corporation income tax returnis subject to audit under the statute of limitations by the Internal Revenue Service for a period of three (3) years from the dateit is filed. The Company has not filed its corporation income tax return for the period from October 16, 2014 (inception) throughDecember 31, 2014, which remains subject to examination upon filing.

Pro Forma Deferred Tax Assets andIncome Tax Provision (Unaudited)

The unaudited pro forma income tax provision,deferred tax assets, and the valuation allowance of deferred tax assets, if any, included in the consolidated financial statementsand income tax provision note reflect the income tax provision which would have been recorded as if the LLC had always been a Ccorporation upon its incorporation.

Deferred Tax Assets

At December 31, 2014, the Company wouldhave had net operating loss (“NOL”) carry–forward for Federal income tax purposes of $243,847, net of 50% mealsand entertainment exclusion, change in fair value of derivative liability and derivative expense, that may be offset against futuretaxable income through 2034 and the Company’s net deferred tax assets and valuation allowance would have been approximately$82,908; and its valuation allowance would have increased approximately $82,908 for the year then ended.

Components of the Company's deferred taxassets would have been as follows:

Income Tax Provision in the Statementsof Operations

A reconciliation of the federal statutoryincome tax rate and the effective income tax rate as a percentage of income before income tax provision would have been as follows:

Note 11 – Subsequent Events

The Company has evaluated all events thatoccurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.The Management of the Company determined that there were certain reportable subsequent event(s) to be disclosed as follows:

Sale of Common Shares for Cash

The Company sold 448,575 common sharesat $1.53 per share to seven investors for $686,320 in cash during the period from January 2015 to May 2015.

Closing of Agreement and Plan ofMerger

On May 29, 2015, Vnue, Inc. (formerly TierraGrande Resources Inc. (the “TGRI”) closed the Agreement and Plan of Merger (the “Merger Agreement”), initiallyentered into on April 13, 2015 with VNUE Washington and all of the stockholders of VNUE Washington.

Upon closing of the Merger Agreement atotal of 507,629,872 shares of TGRI common stock were issued as follows: (i) all shares of Vnue Washington stock of any class orseries issued and outstanding immediately prior to the closing of the Merger Agreement were automatically converted into and exchangedfor an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) an aggregate of 29,814,384shares of TGRI common stock were issued to Matheau J. W. Stout, Esq. as payment for services performed prior to and in connectionwith the Merger. The number of TGRI common shares issued to Vnue Washington's stockholders for the acquisition of all shares ofVnue Washington represented approximately 79.0% of the issued and outstanding common stock immediately after the closing of theMerger Agreement. The board of directors and the members of the management of TGRI resigned and the board of directors and themember of the management of Vnue Washington became the board of directors and the member of the management of the combined entitiesupon closing of the Merger Agreement.

As a result of the controlling financialinterest of the former stockholders of Vnue Washington, for financial statement reporting purposes, the merger between TGRI andVnue Washington was treated as a reverse acquisition, with Vnue Washington deemed the accounting acquirer and TGRI deemed the accountingacquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting Standards Codification.The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of Vnue Washington (theaccounting acquirer) are carried forward to TGRI (the legal acquirer and the reporting entity) at their carrying value before thecombination and the equity structure (the number and type of equity interests issued) of Vnue Washington is being retroactivelyrestated using the exchange ratio established in the Merger Agreement to reflect the number of shares of TGRI issued to effectuatethe acquisition.  The number of common shares issued and outstanding and the amount recognized as issued equity interestsin the consolidated financial statements is determined by adding the number of common shares deemed issued and the issued equityinterests of Vnue Washington immediately prior to the business combination to the unredeemed shares and the fair value ofTGRI determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure(the number and type of equity interests issued) in the consolidated financial statements immediately post the combination reflectsthe equity structure of TGRI, including the equity interests the legal parent issued to effect the combination.

Acquisition-Related Costs

Pursuant to FASB ASC Paragraph 805-10-25-23acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees;advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including thecosts of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. Theacquirer shall account for acquisition related costs as expenses in the periods in which the costs are incurred and the servicesare received, with one exception. The costs to issue debt or equity securities shall be recognized in accordance with other applicableGAAP.

Vnue, Inc.

September 30, 2015 and 2014

Index to the Consolidated Financial Statements

VNUE Inc.

Consolidated Balance Sheets