UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

 

FORMS-1

 

REGISTRATIONSTATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

VNUE, INC.

(Exactname of registrant as specified in its charter)

 

Nevada		98-0543851
(State of Incorporation)		(IRS Employer Identification Number)

 

104 West 29th Street, 11th Floor

NewYork, NY 10001

(833) 937-5493

(Address,including zip code, and telephone number, including area code,

ofregistrant’s principal executive offices)

 

Copiesof all correspondence to:

TheDoney Law Firm

4955S. Durango Rd. Ste. 165

LasVegas, NV 89113
Tel. No.: (702) 982-5686
(Address, including zip code, and telephone, including area code)

 

Approximatedate of commencement of proposed sale of the securities to the public:
From time to time after the effective date of this registrationstatement.

 

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

 

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

 

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

 

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

 

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

 

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATIONOF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)				Proposed Maximum Offering Price per Share(2)				Proposed Maximum Aggregate Offering Price(2)				Amount of Registration Fee
Common Stock, par value $0.001 per share, issuable upon conversion of Series B Convertible Preferred Stock			400,000,000			$	0.01			$	4,000,000			$	370.80
Total										$	4,000,000			$	370.80

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from splits, dividends or similar transactions.

 

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (g) under the Securities Act, based on the average of the high and low prices reported for the shares of Common Stock as reported on the OTC Markets on February 10, 2022.

 

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordancewith Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as theSecurities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Theinformation in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities andit is not soliciting an offer to buy these securities in any state where the offer, solicitation or sale is not permitted.

 

PRELIMINARYPROSPECTUS, SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2022

 

VNUE,INC.

 

Upto 400,000,000 Shares of Common Stock

 

Pursuantto this prospectus, GHS Investments, LLC (referred to herein as “GHS Investments”) is offering on a resale basis from timeto time an aggregate of up to 266,310,160 shares of Common Stock issuable upon conversion of the Company’s Series B ConvertiblePreferred Stock (“Series B Convertible Preferred”) that GHS Investments may acquire pursuant to the terms and conditions ofa Securities Purchase Agreement that we entered into with GHS Investments on January 3, 2022 (the “Securities Purchase Agreement”),as well as a warrant (the “Warrant”) to purchase 133,689,840 shares of our Common Stock (the “Warrant Shares”).

 

Weare not selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the sale of the CommonStock by GHS Investments (referred to herein as the “Selling Stockholder”). However, we may receive up to an aggregate of$1,500,000 in from the sale of Series B Convertible Preferred Stock to GHS Investments pursuant to the Securities Purchase Agreement,as well as the funds available to us from the exercise of the Warrant.

 

TheSelling Stockholder may sell all or a portion of the shares being offered pursuant to this Prospectus at fixed prices, at prevailing marketprices at the time of sale, at varying prices or at negotiated prices. For additional information regarding the methods of sale you shouldrefer to the section entitled “Plan of Distribution” in this Prospectus.

 

TheSelling Stockholder may be considered an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agentsthat are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933in connection with such sales. In such event, any commissions received by such broker-dealers or agents, and any profit on the resaleof the shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. 

 

TheCommon Stock is quoted on the OTC Markets, under the symbol “VNUE.” On February 11, 2022, the last reported sale price ofthe Common Stock on the OTC Markets was $0.0098 per share.

 

Investingin our common stock involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefullythe risks that we have described on page 5 of this prospectus under the caption “Risk Factors” and in the documents incorporatedby reference into this prospectus.

 

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Thedate of this prospectus is February 14, 2022.

 

 

TABLEOF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
USE OF PROCEEDS		16
DILUTION		17
SELLING STOCKHOLDERS		18
PLAN OF DISTRIBUTION		19
DESCRIPTION OF CAPITAL STOCK		21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS, AND CONTROL PERSONS		25
EXECUTIVE COMPENSATION		28
BUSINESS		30
MARKET PRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS		30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		32
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		39
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT		40
LEGAL MATTERS		41
EXPERTS		41
WHERE YOU CAN FIND MORE INFORMATION		41
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

 

Wehave not, and the Selling Stockholder has not, authorized anyone to provide you with information other than that contained or incorporatedby reference in this prospectus and any applicable prospectus supplement or amendment. We have not, and the Selling Stockholder has not,authorized any person to provide you with different information. This prospectus is not an offer to sell, nor is it an offer to buy, thesesecurities in any jurisdiction where the offer is not permitted. The information contained or incorporated by reference in this prospectusand any applicable prospectus supplement or amendment is accurate only as of its date. Our business, financial condition, results of operations,and prospects may have changed since that date.

 

 

ABOUTTHIS PROSPECTUS

 

Thisprospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”)pursuant to which the Selling Stockholder named herein may, from time to time, offer and sell or otherwise dispose of the securities coveredby this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to thedate set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any datesubsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwisedisposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including theInformation Incorporated by Reference herein, in making your investment decision. You should also read and consider the information inthe documents to which we have referred you under the captions “Where You Can Find More Information” and “Incorporationof Information by Reference” in this prospectus.

 

Neitherwe nor the Selling Stockholder have authorized any dealer, salesman or other person to give any information or to make any representationother than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation notcontained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation ofan offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell orthe solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitationin such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to informthemselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

 

Wefurther note that the representations, warranties and covenants made in any agreement that is filed as an exhibit to any document thatis incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including,in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

 

Unlessthe context otherwise requires, references in this prospectus to “VNUE,” the “Company,” “we,” “us,”and “our” refer to VNUE, Inc.

 

 

 

 

 

 

 

 

 

 

RISKFACTORS

 

Thisinvestment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below andthe other information in this prospectus. If any of the following risks actually occur, our business, operating results and financialcondition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

 

RiskRelated to Covid 19

 

Ourbusiness and future operations may be adversely affected by epidemics and pandemics, such as the recent COVID-19 outbreak.

 

Wemay face risks related to health epidemics and pandemics or other outbreaks of communicable diseases, which could result in a widespreadhealth crisis that could adversely affect general commercial activity and the economies and financial markets of the country as a whole.For example, the recent outbreak of Covid-19, which began in China, has been declared by the World Health Organization to be a “pandemic,”has spread across the globe, including the United States of America.

 

Covid-19has had a material adverse effect on our live recording business and the music industry in general. Substantially all of our future set.fmand DiscLive business is dependent on success of public events and gatherings. We believe that the vaccination efforts throughout theworld are having a positive impact on the population that may enable more live music events to be held in the future which would be beneficialto our business, however, there can be no assurances on the timing of when this may occur or whether it will occur at all.

 

RisksRelated to Our Financial Condition

 

Becausewe have a limited operating history, you may not be able to accurately evaluate our operations.

 

Wehave had limited operations to date and have generated limited revenues. Therefore, we have a limited operating history upon which toevaluate the merits of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companiesand the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties,complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, butare not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additionalcosts and expenses that may exceed current estimates. We expect to incur significant losses into the foreseeable future. We recognizethat if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no historyupon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will continue to generateoperating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likelyfail.

 

Weare dependent on outside financing for continuation of our operations.

 

Becausewe have generated limited revenues and currently operate at a loss, we are completely dependent on the continued availability of financingin order to continue our business. There can be no assurance that financing sufficient to enable us to continue our operations will beavailable to us in the future.

 

Weare dependent on outside financing for continuation of our operations.

 

Becausewe have generated limited revenues and currently operate at a loss, we are completely dependent on the continued availability of financingin order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operationswill be available to us in the future.

 

Wewill need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operationscan be funded out of revenues. We anticipate that we must raise $2,500,000 for our operations for the next 12 months, and $5,000,000 tofully implement our business plan to its fullest potential and achieve our growth plans. There is no assurance that any additional financingwill be available or if available, on terms that will be acceptable to us.

 

Ourfailure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continueas a going concern and, as a result, our investors could lose their entire investment. 

 

 

Ouroperating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenuesand succeed overall.

 

Ourresults of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limitedto:

 

●

general economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations;

 

●

the budgetary constraints of our customers; seasonality;

 

●

success of our strategic growth initiatives;

 

●

costs associated with the launching or integration of new or acquired businesses; timing of new product introductions by us, our suppliers and our competitors; product and service mix, availability, utilization and pricing;

 

●

the mix, by state and country, of our revenues, personnel and assets; movements in interest rates or tax rates;

 

●

changes in, and application of, accounting rules; changes in the regulations applicable to us; and litigation matters;

 

Asa result of these factors, we may not succeed in our business and we could go out of business.

 

Asa growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

 

Wehave not yet produced any profit and may not in the near future, if at all. While we have generated limited revenue, all related party,we cannot be certain that we will be able to realize sufficient revenue to achieve profitability. Further, many of our competitors havea significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a goingconcern is dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenuelevels in order to achieve positive cash flows, none of which can be assured.

 

RisksRelated to Intellectual Property

 

Wemay be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

 

Wecannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate intellectualproperty rights held by third parties. We have not but in the future may be, subject to legal proceedings and claims relating to the intellectualproperty rights of others. There could also be existing intellectual property of which we are not aware that our products may inadvertentlyinfringe. We cannot assure you that holders of intellectual property purportedly relating to some aspect of our technology or business,if any such holders exist, would not seek to enforce such intellectual property against us in the United States, or any other jurisdictions.If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activitiesor may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of ourown. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from ourbusiness and operations to defend against these infringement claims, regardless of their merits. Successful infringement or licensingclaims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restrictingor prohibiting our use of the intellectual property in question, and our business, financial position and results of operations couldbe materially and adversely affected.

 

Ourcommercial success depends significantly on our ability to develop and commercialize our services and platform without infringing theintellectual property rights of third parties.

 

Ourcommercial success will depend, in part, on operating our business without infringing the trademarks or proprietary rights of third parties.Third parties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin thedevelopment, marketing and distribution of our services and platform. If we become involved in any litigation, it could consume a substantialportion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required topay damages and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantialroyalties. However, any such license may not be available on terms acceptable to us or at all. 

 

 

RisksRelated to Legal Uncertainty

 

Compliancewith changing regulation of corporate governance and public disclosure may result in additional expenses.

 

Changinglaws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and newSEC regulations, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subjectto varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve overtime as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliancematters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining highstandards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulationsand standards, and this investment may result in increased general and administrative expenses and a diversion of management time andattention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulationsand standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputationmay be harmed.

 

Ifwe fail to comply with the new rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknessesor other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.

 

Weare exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404(a) of the Sarbanes-OxleyAct of 2002. As a smaller reporting company, we are required to provide a report on the effectiveness of its internal controls over financialreporting, and we will be exempt from auditor attestation requirements concerning any such report so long as we are a smaller reportingcompany. There is a greater likelihood of material weaknesses in our internal controls, which could lead to misstatements or omissionsin our reported financial statements as compared to issuers that have conducted such evaluations.

 

Inits assessment of the effectiveness of internal control over financial reporting as of September 30, 2021, the Company determined thatthere were deficiencies that constituted material weaknesses, as described below.

 

●

Lack of proper segregation of duties due to limited personnel.

 

●

Lack of a formal review process that includes multiple levels of review.

 

●

Lack of adequate policies and procedures for accounting for financial transactions.

 

●

Lack of independent board member(s)

 

●

Lack of independent audit committee

 

Materialweaknesses and deficiencies could cause investors to lose confidence in our company and result in a decline in our stock price and consequentlyaffect our financial condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be ableto ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance withSection 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessaryfor us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financialreports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financialinformation, and the trading price of our common stock could drop significantly. In addition, we cannot be certain that additional materialweaknesses or significant deficiencies in our internal controls will not be discovered in the future.

 

 

RisksRelated to Our Business 

 

Ifwe fail to keep up with industry trends or technological developments, our business, results of operations and financial condition maybe materially and adversely affected.

 

Thelive music content industry is rapidly evolving and subject to continuous technological changes. Our success will depend on our abilityto keep up with the changes in technology and user behavior resulting from new developments and innovations. For example, as we provideour product and service offerings across a variety of mobile systems and devices, we are dependent on the interoperability of our serviceswith popular mobile devices and mobile operating systems that we do not control, such as Android and iOS. If any changes in such mobileoperating systems or devices degrade the functionality of our services or give preferential treatment to competitive services, the usageof our services could be adversely affected.

 

Technologicalinnovations may also require substantial capital expenditures in product development as well as in modification of products, servicesor infrastructure. We cannot assure you that we can obtain financing to cover such expenditure. If we fail to adapt our products and servicesto such changes in an effective and timely manner, we may suffer from decreased user base, which, in turn, could materially and adverselyaffect our business, financial condition and results of operations

 

Rapidlyevolving technologies could cause demand for our products to decline or could cause our products to become obsolete.

 

Currentor future competitors may develop technological or product innovations that address live music content in a manner that is, or is perceivedto be, equivalent or superior to our products. In the technology market in particular, innovative products have been introduced whichhave the effect of revolutionizing a product category and rendering many existing products obsolete. If competitors introduce new productsor services that compete with or surpass the quality or the price/performance of our products, we may be unable to attract and retainusers or to maintain or increase revenues from our users. We may not anticipate such developments and may be unable to adequately competewith these potential solutions. As a result of these or similar potential developments, in the future it is possible that competitivedynamics in our market may require us to reduce prices for our paid for products, which could harm our net revenues, gross margin andoperating results or cause us to incur losses.

 

Ourbusiness depends on our users having continued and unimpeded access to the Internet. Companies providing access to the Internet may beable to block or degrade our calls, or block access to our website or charge us or our users additional fees for our products.

 

Allof our users rely on open, unrestricted access to the Internet to use our products. If they have limited, restricted or no access at allto the Internet, or their connection to the Internet is interrupted or disturbed, they may be less likely to use our products as a result.

 

Someof these internet providers have stated that they may take measures that could increase the cost of customers’ use of our productsby restricting or prohibiting the use of their lines or access points to the Internet for our products, by filtering, blocking, delaying,or degrading the packets of data used to transmit our communications, and by charging increased fees to our users for access to our products.

 

SomeInternet access providers have additionally, or alternatively, contractually restricted their customers’ access to Internet communicationsproducts through their terms of service. Customers of these and other Internet access providers may not be aware that technical disruptionsor additional tariffs are the act of other parties, which could harm our brand. Even if customers understand that we are not the sourceof such disruptions, they may be less likely to use our products as a result.

 

Inthe United States, the European Union and other jurisdictions, regulatory authorities are in the process of examining the adoption of“network neutrality” policies, which aim to treat all Internet traffic equally, and developing or considering laws and regulationsto codify acceptable behaviors on the part of network operators and access providers when providing consumers and businesses with accessto the Internet. Different regulatory authorities have different approaches to this policy area both from a substantive and proceduralperspective. Any failure on the part of regulatory authorities to protect the accessibility of the Internet to all, or any particularcategory of, Internet subscribers, or their failure to protect the delivery on a non-discriminatory basis of user communications overthe Internet, regardless of type or service, could harm our results of operations and prospects.

 

Ourbusiness depends on the continued reliability of the Internet infrastructure.

 

IfInternet service providers and other third parties providing Internet services have outages or deteriorations in their quality of service,our customers will not have access to our products or may experience a decrease in the quality of our products.

 

Furthermore,as the rate of adoption of new technology increases, the networks on which our products rely in certain countries may not be able to sufficientlyadapt to the increased demand for their products and services. Frequent or persistent interruptions could cause current or potential usersto believe that our systems are unreliable, leading them to switch to our competitors or to avoid our products, and could permanentlyharm our reputation and brands.

 

 

Wecannot control internet based delays and interruptions, which may negatively affect our customers and thus our revenues.

 

Anydelay or interruption in the services by these third parties service providers could result in delayed or interrupted service to our customersand could harm tour business. Accordingly, we could be adversely affected if such third party service providers fail to maintain consistentand reliable services, or fail to continue to make these services available to us on economically acceptable terms, or at all. These supplierscould also be adversely impacted by the COVID-19 pandemic, which could affect their ability to deliver their services to our customersin a satisfactory manner, or at all.

 

 Digitalpiracy continues to adversely impact our business.

 

Asubstantial portion of our revenue comes from the distribution of music which is potentially subject to unauthorized consumer copyingand widespread digital dissemination without an economic return to us, including as a result of “stream-ripping.” In its MusicListening 2019 report, IFPI surveyed 34,000 Internet users to examine the ways in which music consumers aged 16 to 64 engagewith recorded music across 21 countries. Of those surveyed, 23% used illegal stream-ripping services, the leading form of music piracy.Organized industrial piracy may also lead to decreased revenues. The impact of digital piracy on legitimate music revenues and subscriptionsis hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation,have a substantial negative impact on music revenues. If we fail to obtain appropriate relief through the judicial process or the completeenforcement of judicial decisions issued in our favor (or if judicial decisions are not in our favor), if we are unsuccessful in our effortsto lobby governments to enact and enforce stronger legal penalties for copyright infringement or if we fail to develop effective meansof protecting and enforcing our intellectual property (whether copyrights or other intellectual property rights such as patents, trademarksand trade secrets) or our music entertainment-related products or services, our results of operations, financial position and prospectsmay suffer.

 

Ifwe are unable to successfully manage growth, our operations could be adversely affected.

 

Ourprogress is expected to require the full utilization of our management, financial and other resources, which to date has occurred withlimited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, includingour financial and management information systems, and to recruit, train and manage personnel. There can be no absolute assurance thatmanagement will be able to manage growth effectively.

 

Ifwe do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptionsin our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our abilityto meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek tomeet increased demand for our services and platform. Our failure to properly manage the growth that we or our industry might experiencecould negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, ourcash flow and results of operations, and our reputation with our current or potential customers. 

 

Wemay fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

 

Webelieve there are meaningful opportunities to grow through acquisitions and joint ventures across all service categories and we expectto continue a strategy of selectively identifying and acquiring businesses with complementary services. We may be unable to identify,negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired byus will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions.Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:

 

●

difficulties integrating personnel from acquired entities and other corporate cultures into our business; difficulties integrating information systems;

 

●

the potential loss of key employees of acquired companies;

 

●

the assumption of liabilities and exposure to undisclosed or unknown liabilities of acquired companies; or the diversion of management attention from existing operations.

 

 

RisksAssociated with Management and Control Persons

 

Weare dependent on the continued services of Zach Bair and if we fail to keep him or fail to attract and retain qualified senior executiveand key technical personnel, our business will not be able to expand.

 

Weare dependent on the continued availability of Zach Bair, and the availability of new employees to implement our businessplans. The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our plannedcompensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurancethat we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be anyassurance we will be able to continue to attract new employees as required.

 

Ourpersonnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is intense. The processof locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costlyand disruptive.

 

Ifwe lose the services of key personnel or fail to replace the services of key personnel who depart, we could experience a severe negativeeffect on our financial results and stock price. The loss of the services of any key personnel, marketing or other personnel or our failureto attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating andfinancial results and stock price.

 

Ourlack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

 

Inthe future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associatedwith legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periodsof time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance,the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to theCompany could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack ofadequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which couldadversely affect our business. 

 

Theelimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existenceof indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discouragelawsuits against our directors, officers and employees.

 

OurArticles of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders.Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under ouragreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurringsubstantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unableto recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers andemployees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholdersagainst our directors, officers and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.

 

Ourofficers and directors have limited experience managing a public company.

 

Ourofficers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run ourpublic company successfully. Our executive’s officer’s and director’s lack of experience of managing a public companycould cause you to lose some or all of your investment.

 

Ourfailure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

 

Wedo not have an audit, compensation or nominating and corporate governance committee. The functions such committees would perform are performedby the board as a whole. Consequently, there is a potential conflict of interest in board decisions that may adversely affect our abilityto become a listed security on a national securities exchange and as a result adversely affect the liquidity of our Common Stock.

 

 

RisksRelated to Our Securities and the Over the Counter Market

 

Sincewe are traded on the OTC Pink Market, an active, liquid trading market for our common stock may not develop or be sustained. If and whenan active market develops the price of our common stock may be volatile.

 

Presently,our common stock is quoted on the OTC Markets and the closing price of our stock on February 11, 2021 was $0.0098. Presently there islimited trading in our stock and in the absence of an active trading market investors may have difficulty buying and selling or obtainingmarket quotations, market visibility for shares of our common stock may be limited, and a lack of visibility for shares of our commonstock may have a depressive effect on the market price for shares of our common stock.

 

Thelack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable.The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raisecapital to continue to fund operations by selling shares.

 

Tradingin stocks quoted on the Pink Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors thatmay have little to do with our operations or business prospects. The securities market has from time to time experienced significant priceand volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may alsomaterially and adversely affect the market price of shares of our common stock. Moreover, the pink sheets is not a stock exchange,and trading of securities is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a nationalstock exchange like the NYSE. Accordingly, stockholders may have difficulty reselling any shares of common stock.

 

Thereis no assurance that we will be able to pay dividends to our shareholders, which means that you could receive little or no return on yourinvestment.

 

Paymentof dividends from our earnings and profits may be made at the sole discretion of our board of directors. There is no assurance that wewill generate any distributable cash from operations. Our board may elect to retain cash for operating purposes, debt retirement, or someother purpose. Consequently, you may receive little or no return on your investment.

 

Ourshares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

 

Ourshares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets.In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debtfinancing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assetsremaining for distribution to our shareholders after payment of our debts.

 

OurBoard of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect you as a holderof our common stock.

 

Ourboard of directors has the power to authorize and issue shares of classes of stock, including preferred stock that have voting powers,designations, preferences, limitations and special rights, including preferred distribution rights, conversion rights, redemption rightsand liquidation rights without further shareholder approval which could adversely affect the rights of the holders of our common stock.In addition, our board could authorize the issuance of a series of preferred stock that has greater voting power than our common stockor that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilutionto our existing common stockholders.

 

Anyof these actions could significantly adversely affect the investment made by holders of our common stock. Holders of common stock couldpotentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive lessproceeds in connection with any future sale of the Company, whether in liquidation or on any other basis.

 

 

Shareseligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstandingcommon stock in the public marketplace could reduce the price of our common stock.

 

Themarket price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perceptionthat these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings ofour common stock.

 

Ifwe fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or preventfraud.

 

TheSEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a managementreport on such company’s internal controls over financial reporting in its annual report, which contains management’s assessmentof the effectiveness of internal controls over financial reporting.

 

Ourreporting obligations as a public company place a significant strain on our management and operational and financial resources and systems.Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reportsand are important to prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reportingmay result in the loss of investor confidence in the reliability of our financial statements, which in turn may harm our business andnegatively impact the trading price of our stock. Furthermore, we anticipate that we will continue to incur considerable costs and usesignificant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

 

Wemay, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our sharevalue.

 

OurArticles of Incorporation authorizes the issuance of 2,000,000,000 shares of common stock. We currently have 1,413,767,124 shares of commonstock issued and outstanding. The future issuance of common stock will result in substantial dilution in the percentage of our commonstock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance ofcommon stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares heldby our investors and might have an adverse effect on any trading market for our common stock.

 

Thereis a limited market for our common stock, which may make it difficult for holders of our common stock to sell their stock.

 

Ourcommon stock currently trades on the OTC Pink Markets under the symbol “VNUE” and currently there is no trading in our commonstock or current information regarding our company. Accordingly, there can be no assurance as to the liquidity of any markets that maydevelop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders maybe able to sell our common stock. Further, many brokerage firms will not process transactions involving low price stocks, especially thosethat come within the definition of a “penny stock.” If we cease to be quoted, holders of our common stock may find it moredifficult to dispose of, or to obtain accurate quotations as to the market value of our common stock, and the market value of our commonstock would likely decline.

 

Thetrading price of our Common Stock is likely to be volatile, which could result in substantial losses to investors.

 

Thetrading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happenbecause of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with businessoperations located outside of the United States. In addition to market and industry factors, the price and trading volume for our commonstock may be highly volatile for factors specific to our own operations, including the following:

 

	●	variations in our revenues, earnings and cash flow;
	●	announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 

 

	●	announcements of new offerings, solutions and expansions by us or our competitors;
	●	changes in financial estimates by securities analysts;
	●	detrimental adverse publicity about us, our brand, our services or our industry;
	●	additions or departures of key personnel;
	●	release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and
	●	potential litigation or regulatory investigations.

 

Anyof these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

 

Inthe past, shareholders of public companies have often brought securities class action suits against those companies following periodsof instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amountof our management’s attention and other resources from our business and operations and require us to incur significant expensesto defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm ourreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may berequired to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

 

Weare subject to be the penny stock rules which will make shares of our common stock more difficult to sell.

 

Weare subject now and, in the future, may continue to be subject, to the SEC’s “penny stock” rules if our shares of commonstock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rulesrequire broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocksand the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offerquotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing themarket value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salespersoncompensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to thecustomer in writing before or with the customer’s confirmation.

 

Inaddition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination thatthe penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Thepenny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock.As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it moredifficult to sell their securities.

 

Thesale or availability for sale of substantial amounts of our common stock could adversely affect their market price.

 

Salesof substantial amounts of our common stock in the public market after the filing of this Form S-1, or the perception that these salescould occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital throughequity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to therestrictions in Rule 144 and Rule 701 under the Securities. We currently have 1,413,767,124 shares of common stock outstanding,with approximately 24.6% of the shares being held by affiliates. We cannot predict what effect, if any, market sales of securities heldby our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the marketprice of our common stock.

 

 

Becausewe do not expect to pay dividends in the foreseeable future, you must rely on a price appreciation of our common stock for return on yourinvestment.

 

Wecurrently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of ourbusiness. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investmentin our common stock as a source for any future dividend income.

 

Ourboard of directors has complete discretion as to whether to distribute dividends, Even if our board of directors decides to declare andpay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow,our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition,contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in ourcommon stock will likely depend entirely upon any future price appreciation of our common stock. There is no guarantee that our commonstock will appreciate in value, or even maintain the price at which you purchased the common stock. You may not realize a return on yourinvestment in our common stock and you may even lose your entire investment in our common stock.

 

Shortsellers of our stock may be manipulative and may drive down the market price of our common stock.

 

Shortselling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third partywith the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a declinein the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short sellerexpects to pay less in that purchase than it received in the sale. As it is therefore in the short seller’s interest for the priceof the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevantissuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them toobtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading volumesand/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks.

 

Thepublication of any such commentary regarding us by a short seller may bring about a temporary, or possibly long term, decline in the marketprice of our common stock. No assurances can be made that we will not become a target of such commentary and declines in the market priceof our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.

 

RisksRelated to the Offering

 

Ourexisting stockholders may experience significant dilution from the sale of our common stock.

 

Thesale of our common stock in this Offering may have a dilutive impact on our shareholders. As a result, the market price of our commonstock could decline. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollaramount raised through the Offering.

 

Theperceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock.Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage inshort sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could furthercontribute to progressive price declines in our common stock.

 

Therecould be unidentified risks involved with an investment in our securities. 

 

Theforegoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional riskswill likely be experienced that are not presently foreseen by us. Prospective investors must not construe this the information providedherein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, youshould read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment inour securities is suitable only for investors who can assume the financial risks of an investment in us for an indefinite period of timeand who can afford to lose their entire investment. We make no representations or warranties of any kind with respect to the likelihoodof the success or the business of our Company, the value of our securities, any financial returns that may be generated or any tax benefitsor consequences that may result from an investment in us.

 

 

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Thisprospectus and the documents incorporated by reference into it contain forward-looking statements within the meaning of Section 27Aof the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). We have made thesestatements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other thanstatements of historical facts contained in or incorporated by reference into this prospectus, including statements regarding our futureresults of operations and financial position, business strategy, prospective products, product approvals, research and development costs,commercialization plans and timing, other plans and objectives of management for future operations, and future results of current andanticipated products are forward-looking statements. These statements involve known and unknown risks, uncertainties and other importantfactors that may cause our actual results, performance or achievements to be materially different from any future results, performanceor achievements expressed or implied by the forward-looking statements.

 

Insome cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”“expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,”“project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectusare only predictions. We have based these forward-looking statements largely on our current expectations and projections about futureevents and financial trends that we believe may affect our business, financial condition and results of operations. These forward-lookingstatements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions includingthose listed in the “Risk Factors” incorporated by reference into this prospectus from our Annual Report on Form 10-K,as updated by subsequent reports. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot bepredicted or quantified and some of which are beyond our control. The events and circumstances reflected in our forward-looking statementsmay not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover,we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possiblefor management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan topublicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events,changed circumstances or otherwise.

 

 

USEOF PROCEEDS

 

Wewill not receive any of the proceeds from the sale of shares of our Common Stock in this offering. The Selling Stockholder will receiveall of the proceeds from this offering. However, we may receive up to $1.5 million in proceeds from the sale of Series B Convertible PreferredStock to GHS Investments pursuant to the Securities Purchase Agreement.

 

TheSelling Stockholder will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage,accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of the shares. We will bearall other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, withoutlimitation, all registration and filing fees, fees and expenses of our counsel, certain expenses of counsel to the Selling Stockholderand our independent registered public accountants.

 

 

DILUTION

 

Theconversion of our Series B Convertible Preferred Stock to common stock will have a dilutive impact on our stockholders. As a result, ournet loss per share could increase in future periods and the market price of our common stock could decline. If our stock price decreasesduring the pricing period, then our existing stockholders would experience greater dilution.

 

 

SELLINGSTOCKHOLDER

 

Weare registering shares of Common Stock in order to permit the Selling Stockholder to offer the shares for resale from time to time.

 

Thefollowing table sets forth:

 

●

the Selling Stockholder and other information regarding the beneficial ownership of the shares of Common Stock by the Selling Stockholder;

 

●

the number of shares of Common Stock beneficially owned by the Selling Stockholder, based on its ownership of the shares of Common Stock, as of the date of this Prospectus, without regard to any limitations on exercises prior to the sale of the shares covered by this prospectus;

 

●

the number of shares that may be offered by the Selling Stockholder pursuant to this prospectus;

 

●

the number of shares to be beneficially owned by the Selling Stockholder and its affiliates following the sale of any shares covered by this prospectus; and

 

●

the percentage of our issued and outstanding Common Stock to be beneficially owned by the Selling Stockholder and its affiliates following the sale of all shares covered by this prospectus, based on the Selling Stockholder’s ownership of Common Stock as of the date of this Prospectus.

 

Thisprospectus generally covers the resale of all shares of Common Stock that are issuable upon conversion by the Selling Stockholder of theCompany’s Series B Convertible Preferred Stock.

 

TheSelling Stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”

 

		Number of shares of Beneficially Owned Prior to				Maximum Number of shares of Common Stock to be Sold Pursuant to this				Number of shares of Common Stock Beneficially Owned After Offering(1)(2)
Name of Selling Stockholder		Offering(1)				Prospectus				Number				Percent
GHS Investments, LLC(3)			400,000,000	(4)			400,000,000	(5)			0				0	%

 

(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to shares of Common Stock. Shares of Common Stock subject to derivative securities exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any person.

(2)

Assumes that each Selling Stockholder sells all shares of Common Stock registered under this prospectus held by such Selling Stockholder.

(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS Investments LLC.

(4)

Represents the amount of Common Stock issuable upon conversion of 1,535 shares of Series B Convertible Preferred Stock held by GHS Investments and the Warrant Shares. The Company shall not effect any conversion of the Series B Preferred Stock or Warrant to the extent that, after giving effect to the conversion together with any shares held would beneficially own in excess of 4.99% of the outstanding shares of the Company

(5)

Represents the amount of Common Stock issuable upon conversion of Series B Convertible Preferred Stock and Warrant Shares.

 

 

PLANOF DISTRIBUTION

 

TheSelling Stockholder may, from time to time, sell any or all of shares of our Common Stock covered hereby on the OTC Markets or any otherstock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Stockholder may sellall or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale,at varying prices or at negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling shares:

 

●

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

 

●

in the over-the-counter market;

 

●

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

 

●

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

 

●

block trades in which the broker-dealer will 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-dealer as principal and resale by the broker-dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

 

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●

a combination of any such methods of sale; or

 

●

any other method permitted pursuant to applicable law.

 

TheSelling Stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealersengaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Stockholder (or, if any broker- dealer acts as agent for the purchaser of securities, from the purchaser)in amounts to be negotiated, provided such amounts are in compliance with FINRA Rule 2121. Discounts, concessions, commissions andsimilar selling expenses, if any, that can be attributed to the sale of Common Stock will be paid by the Selling Stockholder and/or thepurchasers.

 

TheSelling Stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”within the meaning of the Securities Act in connection with such sales. With respect to any shares of Common Stock issued pursuant tothe conversion of Series B Convertible Preferred Stock are resold hereunder, the Selling Stockholder is deemed as an underwriter and anybroker-dealers that are involved in selling such shares is deemed as an underwriter. In such event, any commissions received by such broker-dealersor agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts underthe Securities Act, and such broker-dealers or agents will be subject to the prospectus delivery requirements of the Securities Act.

 

 

Weare required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus. Wehave agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities underthe Securities Act of 1933. We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Stockholders.We may, however, receive proceeds from the sales of our Series B Convertible Preferred Stock. We may also receive proceeds from the cashexercise of the warrant in favor of GHS Investments.

 

Wehave entered into an agreement with GHS Investments to register the shares of common stock underlying the Series B Convertible PreferredStock under the Securities Purchase Agreement.

 

Underapplicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale sharesmay not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as definedin Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisionsof the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing ofpurchases and sales of shares of the common stock by the selling stockholder or any other person. We will make copies of this prospectusavailable to the selling stockholder.

 

 

DESCRIPTIONOF CAPITAL STOCK

 

CommonStock

 

TheCompany is authorized to issue 2,000,000,000 shares of common stock at a par value of $0.0001 and as of February 14, 2022 and had 1,413,767,124shares of common stock issued and outstanding.

 

DividendRights

 

Theholders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available at the times and inthe amounts that our board of directors may determine.

 

VotingRights

 

Eachholder of our common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.Cumulative voting for the election of directors is not provided for in our articles of incorporation, which means that the holders ofa majority of our shares of common stock voted can elect all of the directors then standing for election.

 

Preemptiveor Similar Rights

 

OurCommon Stock is not entitled to preemptive rights and is not subject to conversion or redemption.

 

LiquidationRights

 

Uponour liquidation, dissolution, or winding-up, the assets legally available for distribution to our stockholders would be distributableratably among the holders of our Common Stock outstanding at that time after payment of other claims of creditors.

 

PreferredStock

 

TheCompany is authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001 and as of February 14, 2022 had 4,250,579shares of Series A Preferred Stock and 785 shares of Series B Preferred Stock issued and outstanding.

 

Wehave authority to issue 20,000,000 shares of Preferred Stock. Our Board of Directors may issue the authorized Preferred Stock in one ormore series and may fix the number of shares of each series of preferred stock. Our Board of Directors also has the authority to set thevoting powers, designations, preferences and relative, participating, optional or other special rights of each series of Preferred Stock,including the dividend rights, dividend rate, terms of redemption, redemption price or prices, conversion and voting rights and liquidationpreferences. Preferred Stock can be issued and its terms set by our Board of Directors without any further vote or action by our stockholders.

 

SeriesA Preferred Stock

 

Pursuantto the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. TheSeries A Preferred Stockholders are also entitled to share among dividends with the common stock shareholders of the Company on an as-convertedbasis. Each share of Series A Preferred Stock shall vote with the Common Stock as a single class on all matters brought before the shareholders,on a 100 to 1 basis with the Common Stock, such that for every share of Series A Preferred Stock held, such share of Series A PreferredStock shall entitle the holder thereof to cast 100 votes on any matter brought before the holders of Common Stock as a class.

 

Werefer you to our Articles of Incorporation, any amendments thereto, Bylaws, and the applicable provisions of the Nevada Revised Statutesfor a more complete description of the rights and liabilities of holders of our securities.

 

 

SeriesB Convertible Preferred Stock

 

OnJanuary 3, 2022, we filed a Certificate of Designation with the Nevada Secretary of State, which established One Thousand and Six Hundred(1,600) shares of the Company’s Series B Convertible Preferred Stock, having such designations, rights and preferences as set forththerein.

 

Belowis a summary description of the material rights, designations and preferences of the Series B Convertible Preferred Stock (all capitalizedterms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).

 

TheCompany has the right to redeem the Series B Convertible Preferred Stock, in accordance with the following schedule:

 

●

If all of the Series B Convertible Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series B Convertible Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends.

 

●

If all of the Series B Convertible Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series B Convertible Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and

 

●

If all of the Series B Convertible Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series B Convertible Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.

 

TheStated Value of the Series B Convertible Preferred Stock is $1,200 per share.

 

TheCompany shall pay a dividend of ten percent (10%) per annum on the Series B Convertible Preferred Stock. Dividends shall be paid quarterly,and at the Company’s discretion, in cash or Series B Convertible Preferred Stock. Dividend shall be deemed to accrue from the dateof issuance of the Series B Convertible Preferred Stock whether or not earned or declared and whether or not there are profits, surplusor other funds of the Company legally available for the payment of dividends.

 

TheSeries B Convertible Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial OwnershipLimitations (as set forth in the Certificate of Designation).

 

Eachshare of the Series B Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at theoption of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividingthe Stated Value of such share by the Conversion Price (as set forth in the Certificate of Designation).

 

Thereare also Purchase Rights and Most Favored Nation Provisions. We currently have 785 shares of Series B Convertible Preferred Stock outstanding.We will have 1,535 shares outstanding after the second tranche is issued.

 

Werefer you to our Articles of Incorporation, any amendments thereto, Bylaws, and the applicable provisions of the Nevada Revised Statutesfor a more complete description of the rights and liabilities of holders of our securities.

 

TransferAgent

 

Thetransfer agent for our capital stock is ClearTrust, LLC with an address of 16540 Pointe Village Drive, Suite 205, Lutz, Florida 33558.The telephone number is (813) 235-4490.

 

 

Indemnificationof Directors and Officers

 

Neitherour articles of incorporation, nor our bylaws, prevent us from indemnifying our officers, directors and agents to the extent permittedunder the Nevada Revised Statutes (“NRS”). NRS Section 78.7502, provides that a corporation may indemnify any director, officer,employee or agent of a corporation against expenses, including fees, actually and reasonably incurred by him in connection with any defenseto the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense ofany action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

 

NRS78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in theright of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is orwas serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise, against expenses, including fees, judgments, fines and amounts paid in settlement actually and reasonably incurredby him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith andin a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

NRSSection 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason ofthe fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporationas a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,including amounts paid in settlement and fees actually and reasonably incurred by him in connection with the defense or settlement ofthe action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believedto be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as towhich such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable tothe corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the actionor suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of thecase, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

NRSSection 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individuallyliable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The courtas a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

 

Ourcharter provides that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by theprovisions of the NRS, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as maybe set forth in any stockholders’ or directors’ resolution or by contract. Any repeal or modification of these provisionsapproved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directorsor officers existing as of the time of such repeal or modification. We are also permitted to apply for insurance on behalf of any director,officer, employee or other agent for liability arising out of his actions, whether or not the NRS would permit indemnification.

 

Anti-TakeoverEffects of Certain Provisions of Nevada Law

 

Effectof Nevada Anti-takeover Statute. We are subject to Section 78.438 of the Nevada Revised Statutes, an anti-takeover law. In general, Section78.438 prohibits a Nevada corporation from engaging in any business combination with any interested stockholder for a period of threeyears following the date that the stockholder became an interested stockholder, unless prior to that date, the board of directors of thecorporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder.Section 78.439 provides that business combinations after the three-year period following the date that the stockholder becomes an interestedstockholder may also be prohibited unless approved by the corporation’s directors or other stockholders or unless the price andterms of the transaction meet the criteria set forth in the statute.

 

 

Section78.416 defines “business combination” to include the following:

 

●

any merger or consolidation involving the corporation and the interested stockholder or any other corporation which is an affiliate or associate of the interested stockholder;

 

●

any sale, transfer, pledge or other disposition of the assets of the corporation involving the interested stockholder or any affiliate or associate of the interested stockholder if the assets transferred have a market value equal to 5% or more of all of the assets of the corporation or 5% or more of the value of the outstanding shares of the corporation or represent 10% or more of the earning power of the corporation;

 

●

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation with a market value of 5% or more of the value of the outstanding shares of the corporation;

 

●

the adoption of a plan of liquidation proposed by or under any arrangement with the interested stockholder or any affiliate or associate of the interested stockholder;

 

●

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder; or

 

●

the receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

 

Ingeneral, Section 78.423 defines an interested stockholder as any entity or person beneficially owning, directly or indirectly, 10% ormore of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any ofthese entities or persons.

 

ControlShare Acquisitions. Sections 78.378 through 78.3793 of the Nevada Revised Statutes limit the voting rights of certain acquired sharesin a corporation. The provisions apply to any acquisition of outstanding voting securities of a Nevada corporation that has 200 or morestockholders, at least 100 of which are Nevada residents, and conducts business in Nevada (an “issuing corporation”) resultingin ownership of one of the following categories of an issuing corporation’s then outstanding voting securities: (i) twenty percentor more but less than thirty-three percent; (ii) thirty-three percent or more but less than fifty percent; or (iii) fifty percent or more.The securities acquired in such acquisition are denied voting rights unless a majority of the security holders approve the granting ofsuch voting rights. Unless an issuing corporation’s articles of incorporation or bylaws then in effect provide otherwise: (i) votingsecurities acquired are also redeemable in part or in whole by an issuing corporation at the average price paid for the securities within30 days if the acquiring person has not given a timely information statement to an issuing corporation or if the stockholders vote notto grant voting rights to the acquiring person’s securities, and (ii) if outstanding securities and the security holders grant votingrights to such acquiring person, then any security holder who voted against granting voting rights to the acquiring person may demandthe purchase from an issuing corporation, for fair value, all or any portion of his securities. These provisions do not apply to acquisitionsmade pursuant to the laws of descent and distribution, the enforcement of a judgment, or the satisfaction of a security interest, or madein connection with certain mergers or reorganizations.

 

UndesignatedPreferred Stock

 

Weare authorized to issue 20,000,000 shares of preferred stock, of which 5,000,000 shares are designated as Series A Preferred Stock and1,600 are designated as Series B Convertible Preferred Stock. The ability to authorize undesignated preferred stock makes it possiblefor our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attemptto change control of the company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes incontrol or management of the company.

 

Theprovisions of the Nevada Revised Statutes, our articles of incorporation and our bylaws could have the effect of discouraging others fromattempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the price of our common stock thatoften result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in ourmanagement. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwisedeem to be in their best interests.

 

 

DIRECTORS,EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

 

Thefollowing table sets forth the names and ages of our officers and directors. Our executive officers are elected annually by our Boardof Directors. Our executive officers hold their offices until they resign, are removed by the Board, or a successor is elected and qualified.

 

Name		Age		Position
M. Zach Bair		59		Chairman, Chief Executive Officer and Chief Accounting Officer
Anthony Cardenas		55		Director, Chief Financial Officer and Vice President of Artist Development
Louis Mann		70		Executive Vice President

 

M.Zach Bair, 59, Chairman of the Board of Directors, Chief Executive Officer and Chief Accounting Officer joined VNUE, Inc. inMay 2016. Prior to his employment with VNUE, Mr. Bair was Founder, President and Chief Executive Officer for DiscLive Network/RockHouseLive Media Productions, Inc. from January 2007 to May 2016. From March 2001 to December 2006 Mr. Bair was Founder, Chairman and ChiefExecutive Officer of Immediatek, Inc., a music technology company Mr. Bair took public in 2002. Mr. Bair is an accomplished audio andvideo producer, and has been a voting member of the Recording Academy (the Grammys™) since 2012. Mr. Bair has significant experiencein implementing and commercializing an “instant media” business model. After selling the original DiscLive in 2006 as partof Immediatek, Mr. Bair started a similar instant media company in 2007 under the RockHouse brand. Mr. Bair’s extensive experiencein the instant media space led to the conclusion that he should serve as a director of VNUE.

 

AnthonyCardenas, 55, Director, Chief Creative Officer and Vice President of Artist Relations joined VNUE, Inc. in May, 2016. Prior to Mr.Cardenas’ role with our Company, he was employed by DiscLive Network/RockHouse Live Media Productions, Inc. from January 2012 toMay 2016 in product development and marketing. From January 2002 to January 2012, Mr. Cardenas was employed as the President and Co-Founderthe by DiskFactory.com. Mr. Cardenas’ background makes him well qualified to serve as a director.

 

SignificantEmployees

 

LouisMann, 70, the Company’s Executive Vice President, joined VNUE in September 2017. Prior to joining VNUE, Mr. Mann was the Presidentof the Media Properties division of House of Blues International since June 1999. During his musical career, Mr. Mann was involved withthe development of new artists such as Whitney Houston, The Alan Parsons Project, and Barry Manilow. He served as Senior Vice Presidentand General Manager of Capital Records, Inc. from October 1988 to December 2002 where he was in charge of developing the strategic visionfor the company. Mr. Mann also founded the Third Day Partnership, LLC.

 

JamesA. King (Jim), 59, Chief Technology Officer (CTO), joined VNUE in March, 2019. Prior to joining the VNUE team, Mr. King heldnumerous business leadership roles, technology and operations roles, and was involved in a number of start-up efforts. Over his 33 yearcareer, he has worked for companies such as The McGraw-Hill Companies, Reed Elsevier, LexisNexis, United Business Media’s PRNewswire,Broadcast Music Incorporated, Brightpoint Mobile, Microsoft Corporation, and AT&T/NCR Corporation. Mr. King is also the CEO for SpokenGiants, LLC and Core Rights, LLC, and provides consulting services for companies such as Outsell, Inc, Capital Investment Partners, Inc.,and others.

 

JockWeaver, 63, is a Special Advisor to the Company and joined VNUE in December 2018. Mr. Weaver founded and serves as Chairman of HeritageTrust Company, a private equity firm that provides advisory services to growing businesses, and can efficiently access debt and equitycapital. Mr. Weaver is the youngest person in history to list a company on the London Stock Exchange and the American Stock Exchange.He has over 35 years of business experience in mergers, acquisitions, and the development of growth companies at an international level.Mr. Weaver founded TBA Entertainment Company in February 1994, one of the nation’s larger live event companies. Mr. Weaver servedas the President of Hard Rock Café International, an English public company from January 1986 to January 1989.

 

JeffZakim, 48, our Vice President of Business Development and Content Curation, joined VNUE, Inc. in October 2017. Prior to his employmentwith the Company, Mr. Zakim acted as a consultant from July 2015 to October 2017 for his own consultancy firm, Zakim Digital LLC. Priorto this, Mr. Zakim was employed with NAPC from September 2014 to July 2015. Mr. Zakim was employed by Eleven Seven Music Group, Inc. fromJanuary 2014 to August 2015 and Razor and Tie Enterprises, LLC from October 2012 to December 2013. From January 2011 to November 2011Mr. Zakim was employed by Ruckus Media Group, LLC and from 2001 to November 2011 he was employed by EMI Music, Inc. Mr. Zakim has a Bachelorof Science degree in communications from Towson State University.

 

 

Termof Office

 

Ourdirectors are appointed and shall hold office until his successor is elected and qualified, in accordance with our bylaws.

 

FamilyRelationships

 

Thereare no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directorsor executive officers..

 

Involvementin Certain Legal Proceedings

 

Duringthe past 10 years, none of our current executive officers, nominees for directors, or current directors have been involved in any legalproceeding identified in Item 401(f) of Regulation S-K, including:

 

1.

Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

 

2.

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

 

3.

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

 

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii.

Engaging in any type of business practice; or

 

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

4.

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

 

5.

Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

6.

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 

7.

Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i.

Any Federal or State securities or commodities law or regulation; or

 

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8.

Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

 

EXECUTIVECOMPENSATION

 

Thetable below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal yearsended December 31, 2021 and 2020.

 

Name and Principal Position		Year			Salary				Bonus				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
					($)				($)				($)				($)								($)					($)(3)			($)
Zach Bair, CEO(2)		2021				170,000																												170,000
		2020				170,000				0				0				0				0				0				0				170,000
Louis Mann, EVP(1)(4)		2021			$	60,000																												60,000
		2020			$	60,000				0				0				0				0				0				0				60,000
Anthony Cardenas		2021			$
		2020			$

 

(1)	Mr. Louis Mann, 68, Executive Vice President, joined VNUE, Inc. in September 2017.
(2)	$108,500 of Mr. Bair’s compensation was deferred as of December 31, 2020.
(3)	Represents the fair value of preferred stock awards granted in 2019.
(4)	$101,250 of Mr. Mann’s compensation was deferred as of December 31, 2020.

 

EquityIncentive Plan

 

TheCompany has a formal Stock Incentive Plan (the “Plan”), which was adopted on March 1, 2013, which was included as an exhibitwith our Form 8-K filed April 11, 2013, and incorporated herein by reference. 15,000,000 shares of the Company’s common stock werereserved for awards in the Plan. No awards have been granted since the Plan’s adoption in March 2013. 

 

EmploymentAgreements

 

None

 

DirectorCompensation

 

Thereis currently no agreement or arrangement to pay any of our directors for their services as our directors. The Board of Directors may awardspecial remuneration to any director undertaking any special services on behalf of our company other than services ordinarily requiredof a director. No director has received and/or accrued any compensation for his services as a director, including committee participationand/or special assignments.

 

OutstandingEquity Awards at Fiscal Year-End

 

None

 

 

Long-TermIncentive Plans

 

Thereare no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

 

CompensationCommittee

 

Wecurrently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

 

AuditCommittee

 

Wedo not have an audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governsthe actions of the Board of Directors when performing the functions of what would generally be performed by an audit committee. The Boardof Directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discussissues related to financial reporting. In addition, the Board of Directors reviews the scope and results of the audit with the independentaccountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internalaccounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and theperformance of the independent auditor.

 

Compensationof Directors

 

Forthe years ended December 31, 2021 and 2020, no members of our board of directors received compensation in their capacity as directors.

 

 

BUSINESS

 

MARKETPRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

 

MarketPrice for our Common Stock

 

Thereis a limited public market for our common shares. Our common shares are quoted on the OTC Pink under the symbol “VNUE”. Tradingin stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that maybe unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future forour common stock.

 

OTCPink securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink securitiestransactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Pink issuers are traditionally smallercompanies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 

Ourcommon stock became eligible for quotation on the OTC Pink in December 2006. Over-the-counter market quotations reflect inter-dealerprices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

PennyStock

 

TheSEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generallyequity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges orquoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is providedby the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardizedrisk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for pennystocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to thecustomer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements ofthe securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocksand the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinaryactions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains suchother information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

Thebroker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations forthe penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which suchbid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) amonthly account statement showing the market value of each penny stock held in the customer’s account.

 

Inaddition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealermust make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’swritten acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, anda signed and dated copy of a written suitability statement.

 

Thesedisclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficultyselling our securities.

 

Holders

 

OnFebruary 9, 2022 there were 292 holders of record of our Common Stock. The number of record holders does not include an indeterminatenumber of stockholders whose shares are held by brokers in street name.

 

 

DividendPolicy

 

Wehave never declared or paid any cash dividends on our common stock. We intend to retain future earnings, if any, to finance the expansionof our business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

 

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

 

1.We would not be able to pay our debts and they become due in the usual course of business; or

 

2.Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholderswho have preferential rights superior to those receiving the distribution.

 

Rule10B-18 Transactions

 

None.

 

 

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Youshould read the following discussion of our financial condition and results of operations in conjunction with financial statements andnotes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans,estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors thatcould cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sectionlabeled “Risk Factors.”

 

Thissection of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future eventsand financial performance. Forward-looking statements are often identified by words like “believe,” “expect,”“estimate,” “anticipate,” “intend,” “project,” and similar expressions, or words that,by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only asof the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actualresults to differ materially from historical results or our predictions.

 

Impactof Current Coronavirus (COVID-19) Pandemic on the Company

 

Covid-19has had a material adverse effect on our live recording business and the music industry in general. Substantially all of our future set.fmand DiscLive business is dependent on success of public events and gatherings. We believe that the vaccination efforts throughout theworld are having a positive impact on the population that may enable more live music events to be held in the future which would be beneficialto our business, however, there can be no assurances on the timing of when this may occur or whether it will occur at all.

 

Overviewof our Current Business

 

Thelive music and entertainment space is constantly searching for new monetization outlets. Music licensing and royalties are particular“hot button” issues in the industry. We believe that we have developed solutions that create new revenue streams, and simultaneouslyhelps to protect the rights of the creators and will help ensure they are properly compensated. This befits not only artists, labels,publishers, and live venues but the fans as well.

 

ThroughVNUE, Inc., our wholly-owned subsidiary, we now carry on business as a live entertainment music technology company that offers a suiteof products and services which monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radiostations, venues, restaurants, bars, and other stakeholders in music. Our two main product lines are:

 

●

Set.fm™ / DiscLive Network™ - Our consumer app platform that allows fans to purchase the concert they just experienced instantly on their mobile device, and “instant” physical collectible products are recorded and sold at shows and online through the company’s exclusive partner DiscLive Network™, the 15-year pioneer in “instant live” recording.

 

●

Soundstr™ - Our technology which is a comprehensive music identification and rights management Cloud platform that, when fully deployed, can accurately track and audit public performances of music, creating a more transparent ecosystem for general music licensing and associated royalty payments, and will help to ensure the correct stakeholders are paid through the use of our “big data” collection.

 

WhileSet.fm™ and Soundstr™ are proprietary marks of the Company, DiscLive, and its related marks and names are not owned by theCompany and are owned or utilized by RockHouse Live Media Productions, Inc. The Company has not filed any formal trademark applicationsrelating to Set.fm™ with the United States US Patent and Trademark Office but has been using these marks openly since 2017 and claimscommon law rights to them.

 

OnJan 9, 2020, the Company entered into an agreement with recording and performance artist, Matchbox Twenty, to record its 2020 tour andsell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advanceof $100,000 against sales, to Matchbox Twenty and its affiliated companies, which was paid in full in installments, with the last installmentof $40,000 paid on March 4, 2020.

 

Alsoas part of the transaction, Ticketmaster agreed to include the option for their customers to pre-purchase a double CD set at checkout,for a price to the customer of $25.00, resulting in a net payment to VNUE of approximately $20 after Ticketmaster’s fees and taxes.Additionally, Wonderful Union, the VIP package sales company utilized by Matchbox Twenty agreed to buy 5,000 digital download cards fromVNUE for $7 each (to include in VIP packages that they send to fans) for $35,000, which has been paid full. As of May 11, 2020, Ticketmasterhas paid via wire $40,378 toward the aforementioned pre-sales.

 

 

StageIt Acquisition

 

OnFebruary 13, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE AcquisitionInc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation(“Stage IT”), and the stockholders’ representative for Stage It, pursuant to which the Company agreed to acquire StageIt for $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as thesurviving entity and wholly owned subsidiary of the Company (the “Merger”).

 

Pursuantto the Merger Agreement, each of Stage It’s outstanding shares (including common and preferredshares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Considerationwill be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing PaymentCertificate to the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock,with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration,$1 million, will be held back for the purposes of satisfying certain contingent obligations of Stage It,

 

TheMerger Agreement also allows for the issuance of earn out shares, not to exceed the overall Merger Consideration, provided that certainEBIDTA requirements are met over the course of 18 months.

 

OnFebruary 14 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiaryof the Company. For the acquisition, the Company will issue the initial 135,000,000 shares and pay certain amounts as detailed underMerger Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are setforth in the Merger Agreement. 

 

CriticalAccounting Policies and Estimates

 

Useof Estimates

 

Thepreparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to makeestimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during thereporting period. Significant estimates made by management include, among others, revenue recognition, recoverability of accounts receivable,digital assets, and investments. Actual results could differ from those estimates. It is possible that accounting estimates and assumptionsmay be material to the Company due to the levels of subjectivity and judgment involved.

 

RevenueRecognition

 

OnJanuary 1, 2019, the Company adopted the new accounting standard ASC 606. Revenue from Contracts with Customers, for all open contractsand related amendments as of December 31, 2019 using the modified retrospective method. The adoption had no impact on the reported results.Results for 2018 are presented under ASC 606, while the comparative information will not be restated and will continue to be reportedunder the accounting standards in effect for that period.

 

TheCompany recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depictthe transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to beentitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenuecan be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determinethe transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue whenor as the Company satisfies a performance obligation.

 

TheCompany recognizes revenues derived from sub-leasing telecommunications infrastructure and the provision of telecommunications and colocationservices. These revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneouslyreceives and consumes the benefits of the Company’s performance on a monthly basis. These arrangements stipulate monthly billingand the Company has elected the “as invoiced” practical expedient to recognize revenue as the services are consumed as theCompany has the right to payment in an amount that corresponds directly with the value of performance completed to date.

 

Taxescollected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Most revenueis billed in advance on a fixed-rate basis. The remainder of revenue is billed in arrears on a transactional basis determined by customerusage.

 

 

TheCompany often bills customers for upfront charges. These charges relate to down payments or prepayments for future services or equipmentand are influenced by various business factors including how the Company and customer agree to structure the payment terms. These paymentsare recognized as deferred revenue until the service is provided or equipment is delivered and installed. All ongoing fees are billedand recognized as revenue on a monthly basis as service is provided.

 

IncomeTaxes

 

TheCompany accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset andliability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, anddeferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reportedamounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion ofmanagement, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assetsand liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

UnderASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustainedin a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit thatis greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test,no tax benefit is recorded.

 

Forthe twelve months ended December 31, 2020 and 2019, there were no significant deferred tax assets, except for a net operating loss carryforwardfor which a 100% valuation allowance has been provided.

 

TheCompany annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31,2020 and 2019. The 2016 to 2019 tax years are still subject to Federal audit. The 2016 to 2020 tax years are still subject to state audit.

 

RecentAuthoritative Guidance

 

InFebruary 2017, the FASB issued ASU No. 2017-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize thefollowing for all leases (with the exception of short-term leases) at the commencement date:

 

●

A lease liability, which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and

 

●

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

 

Underthe new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, the lessor’saccounting with the lessee’s accounting model and Topic 606, Revenue from Contracts with Customers.

 

InAugust 2018, the FASB issued new guidance on disclosures related to fair value measurements. The guidance is intended to improve the effectivenessof the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated and modified disclosurerequirements. The guidance was effective for the Company as of January 1, 2020. The adoption of this guidance is not expected to havea material impact on the Company’s consolidated financial statements.

 

InDecember 2019, the FASB issued new guidance on income taxes. The guidance removes certain exceptions to the general income tax accountingprinciples and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidanceis effective for us as of January 1, 2021. The Company is assessing the impact of the adoption of this guidance on its consolidated financialstatements.

 

Managementdoes not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact effecton the Company’s present or future financial statements.

 

 

Resultsof Operations

 

Thefollowing discussion and analysis of our results of operations and financial condition for the nine months ended September 30, 2021 andthe twelve months ended December 31, 2020 and 2019 should be read in conjunction with our condensed consolidated financial statements,our audited consolidated financial statements and related notes included in this report. We are in the process of completing the developmentof our products and services and therefore have only nominal revenues or income. Accordingly, we are completely dependent on our capitalraising efforts in order to complete development and roll out our products.

 

Comparisonfor the three and nine months ended September 30, 2021, and 2020

 

Revenues

 

Inthe three months ended September 30, 2021, we had revenue of $2,714 compared to $1,746 for the three months ended September 30, 2020,representing an increase of $968. In the nine months ended September 30, 2021, we had revenue of $9,295 compared to $19,932 for the ninemonths ended September 30, 2020, representing a decrease of $10,637. The decrease in revenue is primarily attributable to the overallimpact of COVID-19, preventing live concerts from taking place.

 

DirectCosts of Revenues

 

Inthe three months ended September 30, 2021, we had direct costs of revenue of $5,380 compared to $-0- for the three months ended September30, 2020, representing an increase of $5,380. In the nine months ended September 30, 2021, we had direct costs of revenue of $5,446 comparedto $8,509 for the nine months ended September 30, 2020, representing a decrease of $3,063. Due to the low volume of revenue, associatedcosts are not indicative of the costs and margins we expect to generate from higher sales volumes.

 

Generaland Administrative Expenses

 

Inthe three months ended September 30, 2021, we had general and administrative expense of $279,884 compared to $106,990 for the three monthsended September 30, 2020, representing an increase of $172,894. In the nine months ended September 30, 2021, we had the general and administrativeexpense of $614,797 compared to $477,021 for the nine months ended September 30, 2020, representing an increase of $137,776. In increasein general and administrative expenses in 2021 is primarily attributable to an increase in professional fees of approximately $66,000above 2020 levels, research and development expenses of $55,000 in 2021 compared to $-0- in 2020, and an increase of approximately $19,000in advertising expenses over prior year levels.

 

OtherIncome (Expenses), Net

 

Werecorded other expense of $82,611 for the three months ended September 30, 2021, compared to other expense of $6,768,988 for the threemonths ended September 30, 2021. We recorded other income of $3,960,991 for the nine months ended September 30, 2021, compared to otherexpense of $6,907,055 during the nine-month period ended September 30, 2020. The significant increase in other income for the nine monthsended September 30, 2021 period was primarily attributable to a reduction of $3,156,582 in the Company’s derivative liability relatedto convertible notes. The large expense for the nine months ended September 30, 2020 was primarily attributable to an increase in derivativeliabilities of $6,413,154 in the 2020 period.

 

NetIncome (Loss)

 

Werecorded a net loss of $365,161 for the three months ended September 30, 2021, compared with a net loss of $6,874,231 for the three monthsended September 30, 2020. We recorded net income of $3,350,043 for the nine months ended September 30, 2021, compared with a net lossof $7,372,653 for the nine months ended September 30, 2020.

 

 

Liquidityand Capital Resources

 

Sinceour inception, we have funded our operations primarily through private offerings of our equity securities and loans.

 

Theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financialstatements, during the nine months ended September 30, 2021, the Company used cash in operations of $903,466, and as of September 30,2021, had a stockholders’ deficit of $2,719,262 and negative working capital of $2,719,261. These factors raise substantial doubtabout the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued.The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds andimplement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unableto continue as a going concern.

 

OnSeptember 30, 2021, the Company had cash on hand of $207,921. The continuation of the Company as a going concern is dependent upon itsability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically,the Company has been able to fund its operations from the proceeds of notes payable and convertible notes.

 

Asof the date of this quarterly report, the Company is relying on its equity line of credit with GHS Investments, LLC, described below,to fund its operations. The Company believes that this credit line will provide sufficient liquidity for the immediate future. All otherfinancial commitments have been terminated and we are looking for new opportunities to fund the Company to supplement our credit line.No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactoryto the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the caseof debt financing or cause substantial dilution for our stockholders, in the case of equity financing.

 

OnJune 22, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”),a Nevada limited liability company, pursuant to which the Company will have the right in its sole discretion for a period of one yearfrom the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transactionis considered an Equity Line of Credit (“ELOC”)

 

Duringthe three months ended September 30, 2021, the Company raised $722,215 on its equity line of credit. As result of the successful utilizationof the ELOC which is available to generate additional funding, and based on current on hand cash, of $207,921 as of September 30, 2021,the Company estimates that the current funds on hand will be sufficient to continue operations through the next 12 months.

 

Off-BalanceSheet Arrangements

 

Wehave no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financialcondition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

GoingConcern

 

Theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financialstatements, during the nine months ended September 30, 2021, the Company used cash in operations of $913,466, and as of September 30,2021, had a stockholders’ deficit of $2,719,262 and negative working capital of $2,719,262. These factors raise substantialdoubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements beingissued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional fundsand implement its business plan. The Company does not have any commitments for additional capital. The financial statements do not includeany adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

OnSeptember 30, 2021, the Company had cash on hand of $207,921. The continuation of the Company as a going concern is dependent upon itsability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically,the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given thatany future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Companycan obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantialdilution for our stockholders, in the case of equity financing.

 

OnJune 22, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”),a Nevada limited liability company, pursuant to which the Company will have the right in its sole discretion for a period of one yearfrom the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transactionis considered an Equity Line of Credit (“ELOC”)

 

Duringthe three months ended September 30, 2021, the Company raised $722,215 on its equity line of credit. As result of the successfulutilization of the ELOC which is available to generate additional funding, and based on current on hand cash, of $207,921 as of September30, 2021, the Company estimates that the current funds on hand will be sufficient to continue operations through the next 12 months.

 

ContractualObligations

 

None

 

TwelveMonths Ended December 31, 2020 Compared to Twelve Months Ended December 31, 2019

 

Revenues

 

Ourrevenues for the twelve months ended December 31, 2020 and 2019, amount to $22,474 and $206,161, respectively, a decrease of $183,687.The decrease in revenues in 2020 compared to 2019 is primarily attributable to the onset of Covid-19 which eliminated the possibilityof holding live music events which is the essential element of the Company’s business and is necessary to generate revenues. Ifthe Covid-19 pandemic is mitigated the Company expects to resume its tour that was cancelled in 202 with Matchbox Twenty and generaterevenue, however, there can be no assurances this will occur.

 

DirectCosts of Revenues

 

Ourdirect costs of revenues for the twelve months ended December 31, 2020 and 2019, amounted to $8,509 and $211,031, respectively, a decreaseof $202,522. The decrease in costs resulted from decreased sales volumes.

 

Researchand Development

 

Ourresearch and development expenses for the twelve months ended December 31, 2020 amounted to $-0- compared to $12,404 for the twelve monthsended December 31, 2019. We believe that R&D is a material portion of our business plan and if we are unable to raise sufficient capitalor to implement a proper R&D program we will be adversely affected. As we continue to move forward, we expect to spend more on R&Ddue to our product roadmap and in further developing solutions that will invoke both consumer interest as well as further automation andusability of our products.

 

Generaland Administrative Expenses

 

Ourgeneral and administrative expenses for the twelve months ended December 31, 2020 and 2019, amounted to $601,022 and $1,177,756 respectively.The increase in general and administrative expenses in 2020 compared to the same period in 2019 was due primarily to a one-time non-cashstock based compensation charge of $590,129 in 2019 related to the issuance of preferred stock, compared to $-0- in stock based compensationin 2020. Excluding stock-based compensation, general and administrative expense in 2020 was $587,627, or at level substantially equivalentto 2019 levels.

 

 

IntangibleAsset Impairment

 

OnDecember 31, 2019, we conducted an impairment analysis and although we believe that we will be able to generate revenues in the futurefrom our Soundstr asset, based on the lack of any historical sales to date or lack of any pending contracts, we determined that we couldnot substantiate any anticipated future revenues, and determined that the remaining book value of the intangible of $132,397 should beimpaired as of December 31, 2019.

 

OtherIncome (Expenses), Net

 

Werecorded other expense, net, for the twelve months ended December 31, 2020 of $3,996,719 compared to other expense, net, of $72,671 forthe year ended December 31, 2019. The significant increase in other expense, net, in 2020 compared to 2019 levels was primarily due toan increase in expense based on the increase in the fair value of the derivative liability of $3,413,629, an increase in financing costsin 2020 of $713,805; offset by a decrease in the loss on the extinguishment of debt of $268,920 in 2020.

 

NetLoss from Operations

 

Asa result of the foregoing revenues, direct costs of revenues, research and development expenses, general and administrative expenses,and other income (expenses), net, our net loss for the twelve months ended December 31, 2020 and 2019, was $4,553,777 and $1,400,098,respectively.

 

 

CertainRelationships and Related Person Transactions

 

Exceptas provided in “Description of Business” and “Executive Compensation” set forth above, for the past two fiscalyears there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were orwill be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of ourtotal assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more ofany class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirectmaterial interest.

 

OnJuly 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive”or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Companywith DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminatedunder the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform),intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording.Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive willreceive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive iscontrolled by our Chief Executive Officer. Revenues of $2,261 and $12,059 during the three months ended March 31, 2021, and 2020, respectively,were recorded using the assets licensed under this agreement. For the three months ended March 31, 2021 and 2020, the fees would haveamounted to $113 and $603 respectively. Our Chief Executive Officer agreed to waive the right to receive these license fees for both years.

 

 

SECURITYOWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

 

Thefollowing table set forth the ownership, as of the date of this Annual Report, of our common stock by each person known by us to be thebeneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwisenoted. There are not any pending or anticipated arrangements that may cause a change in control.

 

Theinformation presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules ofthe Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a personis deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting ofthe security or the power to dispose or direct the disposition of the security even though they may not rightfully “own” thoseshares. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting orinvestment power within 60 days through the conversion or exercise of any convertible security, warrant, option, or other right. Morethan one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person asof a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of sharesas to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstandingas of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days.Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicatedbelow, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to theshares shown. The mailing address for all persons is at 104 W. 29^th Street, 11^th Floor, New York, NY 10001.

 

Shareholders		# of Shares				Percentage
Zach Bair, Chief Executive Officer			181,187,272	(1)			10.9	%
Anthony Cardenas, Chief Creative Officer			27,000,000	(2)			1.6	%
Louis Mann, Executive Vice President			89,921,491	(3)			5.4	%
All directors and executive officers as a group			297,478,713	(4)			17.9	%
Christopher Mann			8,185,886				.5	%
Thomas Jackson Weaver III			105,000,000	(5)			8.7	%

 

Thistable is based upon information derived from our stock records. The shareholder named in this table has sole or shared voting and investmentpower with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 1,413,767,124 shares of commonstock outstanding as of February 14, 2022. The common shares outstanding include voting power of shares of Series A Preferred Stock ownedby such officer or director. The Series A Preferred Stock vote on a 100:1 basis with common stockholders and convert on a 50:1 basis intocommon stock.

 

(1)

Includes 31,352,572 shares of common stock and the voting power of 1,498,347 Series A Preferred Stock which cast votes as 149,834,700 shares of common stock. The Series A Preferred Stock owned by Mr. Bair converts into 74,917,350 shares of common stock.

(2)

Includes 1,000,000 shares of common stock and voting power of 260,000 shares of Series A Preferred Stock which vote as 26,000,000 shares of common stock. The Series A Preferred Stock owned by Mr. Cardenas converts into 13,000,000 shares of common stock.

(3)

Includes 15,078,591 shares of common stock and the voting power of 748,000 shares of Series A Preferred Stock which vote as 74,842,900 shares of common stock. The Series A Preferred Stock owned by Mr. Louis Mann convert into 37,421,450 shares of common stock.

(4)

Includes all common stock held by such directors or officers as a group, as well as the voting power of all Series A Preferred Stock owned by such persons.

(5)

Includes the voting power of 1,050,000 shares of Series A Preferred Stock which vote as 105,000,000 shares of common stock. Mr. Weaver’s Series A Preferred Stock convert into 52,500,000 shares of common stock.

 

DirectorIndependence

 

Weare not subject to listing requirements of any national securities exchange or national securities association and, as a result, we arenot at this time required to have our Board comprised of a majority of “Independent Directors.” We do not believe that ourdirectors currently meet the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

 

 

LEGALMATTERS

 

Thevalidity of the shares of Common Stock offered by this prospectus will be passed upon for us by The Doney Law Firm, Las Vegas, Nevada.

 

EXPERTS

 

Theconsolidated financial statements for the Company as of December 31, 2020 and 2019 and for the years then ended included in this prospectushave been audited by BFBorgers CPA PC, an independent registered public accounting firm, to the extent and for the periods set forth inour report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. 

 

WHEREYOU CAN FIND MORE INFORMATION

 

Weare subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports,proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at theSEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documentsby writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operationof the public reference facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov.

 

Thisprospectus is only part of a registration statement on Form S-1 that we have filed with the SEC under the Securities Act and thereforeomits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statementthat are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statementreferring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules,without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

 

 

INDEXTO CONSOLIDATED FINANCIAL STATEMENTS

 

		Page
Consolidated Financial Statements of VNUE, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2020 and 2019		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019		F-5
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and 2019		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019		F-7
Notes to Consolidated Financial Statements		F-8

 

		Page
Consolidated Financial Statements of VNUE, Inc. and Subsidiaries
Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020		F-21
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020		F-22
Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2021 and 2020		F-23
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020		F-24
Notes to Consolidated Financial Statements		F-25

 

		Page
Consolidated Financial Statements of Stage It and Subsidiaries
Report of Independent Registered Public Accounting Firm		F-35
Consolidated Balance Sheets as of December 31, 2020 and 2019		F-36
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019		F-37
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and 2019		F-38
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019		F-39
Notes to Consolidated Financial Statements		F-40

 

		Page
Consolidated Financial Statements of Stage It and Subsidiaries
Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020		F-46
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020		F-47
Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2021 and 2020		F-48
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020		F-49
Notes to Consolidated Financial Statements		F-50

 

 

Reportof Independent Registered Public Accounting Firm

 

Tothe shareholders and the board of directors of VNUE, Inc.

 

Opinionon the Financial Statements

 

Wehave audited the accompanying balance sheet of VNUE, Inc. (the “Company”) as of December 31, 2020, the related statement ofoperations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referredto as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended,in conformity with accounting principles generally accepted in the United States.

 

SubstantialDoubt about the Company’s Ability to Continue as a Going Concern

 

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continueas a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basisfor Opinion

 

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federalsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditswe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Ouraudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesa reasonable basis for our opinion.

 

/sBF Borgers CPA PC

BFBorgers CPA PC

 

Wehave served as the Company’s auditor since 2020

Lakewood,CO

April8, 2021

 

 

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Board of Directors and Stockholders of

VNUE,Inc. and Subsidiaries

 

Opinionon the Financial Statements

 

Wehave audited the accompanying consolidated balance sheet of VNUE, Inc. (the “Company”) as of December 31, 2019 and the relatedconsolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectivelyreferred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,in all material respects, the consolidated financial position of the Company as of December 31, 2019, and the consolidated results oftheir operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the UnitedStates of America.

 

GoingConcern

 

Theaccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussedin Note 1, the Company experienced a net loss and utilized cash from operations during the year ended December 31, 2019 and has a stockholders’deficit as of that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’splans in regard to these matters are also described in Note 1 to the consolidated financial statements. These consolidated financial statementsdo not include any adjustments that might result from the outcome of this uncertainty.

 

Basisfor Opinion

 

Theseconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PublicCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commissionand the PCAOB.

 

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As partof our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressingan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Ouraudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether dueto error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that our audit provides a reasonable basis for our opinion.

 

Wehave served as the Company’s auditor since 2016.

 

Weinberg& Company P.A

LosAngeles, California

May19, 2020

 

 

VNUE,INC.

CONDENSEDCONSOLIDATED BALANCE SHEETS

 

		December 31, 2020				December 31, 2019
Assets
Current assets:
Cash		$	4,458			$	52,096
Prepaid expenses			100,000				-
Total current assets			104,458				52,096
Total assets		$	104,458			$	52,096
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses		$	2,372,072			$	1,018,145
Shares to be issued			247,707				-
Accrued payroll-officers			209,750				68,000
Advances from former officer			720				720
Notes payable			34,000				34,000
Deferred revenue			74,225				-
Convertible notes payable, net			1,956,922				1,486,067
Purchase liability			300,000				300,000
Derivative liability			3,156,582				922,509
Total current liabilities			8,351,979				3,829,441
Total liabilities			8,351,979				3,829,441
Commitments and Contingencies
Stockholders’ Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized 4,126,776 issued and outstanding			413				413
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,211,495,162 and 770,883,602 shares issued and outstanding, respectively			121,149				77,088
Additional paid-in capital			8,386,593				8,099,346
Common stock to be issued, 5,204,352 and 5,204,352 shares, respectively			-				247,707
Accumulated deficit			(16,755,676	)			(12,201,899	)
Total stockholders’ deficit			(8,247,521	)			(3,777,345	)
Total Liabilities and Stockholders’ Deficit		$	104,458			$	52,096

 

Theaccompanying notes are an integral part of these consolidated financial statements.

 

 

VNUE,INC.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the year				For the year
		Ended				Ended
		December 31, 2020				December 31, 2019
Revenues - related party		$	22,474			$	206,161
Direct costs of revenue			8,509				211,031
Gross margin (loss)			13,965				(4,870	)
Operating expenses:
Research and development			-				12,404
General and administrative			601,022				1,177,756
Intangible asset impairment			-				132,397
Total costs and expenses			601,022				1,322,557
Operating loss			(587,058	)			(1,327,427	)
Other income (expense), net
Change in fair value of derivative liability			(2,234,073	)			1,179,556
Loss on the extinguishment of debt			(263,609	)			(532,529	)
Gain on settlement of obligations			-				35,534
Financing costs			(1,469,037	)			(755,232	)
Other income (expense), net			(3,966,719	)			(72,671	)
Net income (loss)		$	(4,553,777	)		$	(1,400,098	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted			1,135,193,463				447,194,161

 

Theaccompanying notes are an integral part of these consolidated financial statements.

 

 

VNUE,INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

										Par value $0.001								Additional				Shares to be
		Preferred Shares								Common Shares								Paid- in				Issued
		Number				Amount				Number				Amount				Capital				Amount				Deficit				Total
Balance - December 31, 2018			-				-				105,635,816			$	10,563			$	6,493,070			$	243,839				(10,801,801	)			(4,054,329	)
Shares issued upon conversion of notes payable											640,276,078				64,028				895,262												959,290
Issuance of Series A Preferred Stock			4,127,776				413												589,716												590,129
Shares issued for settlement of accounts payable to former officer											11,428,571				1,143				29,714												30,857
Shares issued for settlement of accounts payable											541,912				54				650												704
Shares issued on conversion of accrued payroll to officers											15,057,143				1,506				39,149												40,654
Gain on extinguishment of accrued payroll to officers recorded as contributed capital																			12,046												12,046
Shares to be issued for financing cost																							3,500								3,500
Shares to be issued for services											2,500,000				250				2,750				368								3,368
Shares returned by former officer											(4,555,918	)			(456	)			456												-
Warrants issued for notes amendment																			36,533												36,533
Net loss																											(1,400,098	)			(1,400,098	)
Balance, December 31, 2019			4,127,776			$	413				770,883,602			$	77,088			$	8,099,346			$	247,707			$	(12,201,899	)		$	(3,777,345	)

 

										Par value $0.001								Additional				Shares to be
		Preferred Shares								Common Shares								Paid- in				Issued
		Number				Amount				Number				Amount				Capital				Amount				Deficit				Total
Balance - December 31, 2019			4,127,776			$	413				770,883,602			$	77,088			$	8,099,346			$	247,707			$	(12,201,899	)		$	(3,777,345	)
To reclassify shares to be issued to a liability																							(247,707	)							(247,707	)
Conversion of notes payable to common shares											422,572,017				42,257				277,817												320,074
Shares issued to pay interest expense											17,539,543				1,754				9,330												11,084
Shares issued for services											500,000				50				100												150
Net income (loss)			-				-																				(4,553,777	)			(4,553,777	)
December 31, 2020			4,127,776			$	413				1,211,495,162			$	121,149			$	8,386,593			$	-			$	(16,755,676	)		$	(8,247,521	)

   

Theaccompanying notes are an integral part of these financial statements

 

 

VNUE,INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the Year				For the Year
		Ended				Ended
		December 31, 2020				December 31, 2019
Cash Flows From Operating Activities:
Net income (loss)		$	(4,553,777	)		$	(1,400,098	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Change in the fair value of derivatives			2,234,073				(1,179,556	)
Derivative value considered financing costs							138,828
Gain on the settlement of vendor obligations							(35,534	)
Loss on the extinguishment of debt							532,529
Amortization of debt discount			78,013				389,793
Amortization of intangible assets							101,032
Impairment of intangible assets							132,397
Warrants issued for financing costs							36,533
Issuance of preferred stock for services							590,129
Shares issued for financing costs			253,194				3,500
Shares issued for services			100				3,368
Changes in operating assets and liabilities
Gain on debt forgiveness							(15,500	)
Prepaid expenses			(100,000	)			666
Accounts payable and accrued interest			1,395,177				132,008
Shares to be issued
Deferred revenue			74,225				-
Accrued payroll officers			100,500				68,000
Net cash (used in) operating activities			(518,493	)			(501,905	)
Cash Flows From Investing Activities:			-				-
Cash Flows From Financing Activities:
Proceeds from notes payable							25,000
Payoff of convertible note			(45,134	)			(30,000	)
Proceeds from the issuance of convertible notes			515,989				540,810
Net cash provided by investing activities			470,855				535,810
Net Increase (Decrease) In Cash			(47,638	)			33,905
Cash At The Beginning Of The Period			52,096				18,191
Cash At The End Of The Period		$	4,458			$	52,096
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Non-Cash Financing Activities
Common shares issued upon conversion of notes payable and accrued interest						$	959,290
Common shares issued in settlement of accounts payable and accrued expenses		$	-			$	31,561
Common shares issued upon conversion of accrued payroll		$	-			$	40,654
Fair value of derivative created upon issuance of convertible debt recorded as debt discount		$	-			$	218,637
Capital contribution upon conversion of accrued payroll for officer/shareholder		$	-			$	12,046

 

Theaccompanying notes are an integral part of these consolidated financial statements. 

 

 

VNUE,INC.

YEARSENDED DECEMBER 31, 2020 AND 2019

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Historyand Organization

 

VNUE,Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE”, “TGRI”, or the “Company”) was incorporatedunder the laws of the State of Nevada on April 4, 2006.

 

OnMay 29, 2015, VNUE, Inc. entered into a merger agreement with VNUE Washington, Inc. Pursuant to the terms of the Merger Agreement, allof the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of TGRI commonstock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and the transaction was accounted foras a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer.

 

TheCompany is developing technology driven solutions for Artists, Venues and Festivals to automate the capturing, publishing, and monetizationof their content, as well as protection of their rights.

 

GoingConcern

 

Theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financialstatements, during the year ended December 31, 2020 the Company incurred a net operating loss of $4,553,777 used cash in operations of$518,493 and had a stockholders’ deficit of $16,755,676 as of December 31, 2020. In addition we had negative working capital of$8,247,522. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year afterthe date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’sability to raise additional funds and implement its business plan. The Company does not have any commitments for additional capital. Thefinancial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Inaddition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2020, consolidatedfinancial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

 

OnDecember 31, 2020, the Company had cash on hand of $4,458. In February 2021, the Company raised an additional $150,000 from the issuanceof notes payable that was used for corporate operating purposes. Management estimates that the current funds on hand will be sufficientto continue operations through July, 2021. The continuation of the Company as a going concern is dependent upon its ability to obtainnecessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company hasbeen able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financingwill be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additionalfinancing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders,in the case of equity financing.

 

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NOTE2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

Basisof Consolidation

 

TheCompany consolidates all wholly-owned and majority-owned subsidiaries in which the Company’s power to control exists. The Companyconsolidates the following subsidiaries and/or entities:

 

Schedule of subsidiaries and/or entities
Name of consolidated subsidiary or Entity		State or other jurisdiction of incorporation or organization		Date of incorporation or formation (date of acquisition/ disposition, if applicable)		Attributable interest
VNUE Inc. (formerly TGRI)		The State of Nevada		April 4, 2006 (May 29, 2015)			100	%
VNUE Inc. (VNUE Washington)		The State of Washington		October 16, 2014			100	%
VNUE LLC		The State of Washington		August 1, 2013 (December 3, 2014)			100	%

 

RevenueRecognition

 

TheCompany recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts.ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes(1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement,(3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizingrevenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable thatthe Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

TheCompany recognizes revenue on the sale CDs and USB drives that contain the recording of live concerts and made available to concert attendeesimmediately after the show and on-line. Revenue is recognized on the sale of a product when our performance obligation is completed whichis when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurswhen the product is purchased.

 

Useof Estimates

 

Thepreparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilitiesat the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates includethe assumptions used for impairment testing of intangible assets, assumptions used to value the derivative liabilities, the valuationallowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates.

 

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FairValue of Financial Instruments

 

TheCompany determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received foran asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in anorderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize theuse of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs,of which the first two are considered observable and the last unobservable, to measure fair value:

 

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.
	●	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

  

Thecarrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair valuesdue to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values becauseinterest rates on these obligations are based on prevailing market interest rates.

 

Thefair value of the derivative liabilities of $3,156,582 and $922,509 on December 31, 2020, and December 31, 2019, respectively, were valuedusing Level 3 inputs.

 

DerivativeFinancial Instruments

 

TheCompany evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embeddedderivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recordedat its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statementsof operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or asequity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as currentor non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months ofthe balance sheet date.

 

Income(Loss) per Common Share

 

Basicnet income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted netincome (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period.Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or othercontracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then sharedin the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later.In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised andthe proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutiveeffect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise priceof the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exerciseof stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on December31, 2020, because their impact was anti-dilutive. As of December 31, 2020, the Company had 23,805,027 outstanding warrants and 1,948,265,842shares related to convertible notes payables respectively, which were excluded from the computation of net loss per share.

 

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IntangibleAssets

 

TheCompany accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at theirfair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit.The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstancesindicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangibleassets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering anumber of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. Ifthe net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performedto measure the amount of impairment loss. As of December 31, 2020 based on the assessment of Management, the Company determined that itsintangible asset had been impaired.

 

Segments

 

TheCompany operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting”Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President,who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existingguidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment informationquarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which theentity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting”due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing,and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting”can be found in the accompanying financial statements.

 

RecentlyIssued Accounting Pronouncements

 

TheCompany has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does notbelieve that there are any other new pronouncements that have been issued that might have a material impact on its financial positionor results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact on the Company’sfinancial statements since all Company leases are month to month, or short-term rentals.

 

NOTE3 – PREPAID EXPENSE

 

OnJan 9th, 2020, the Company entered into an agreement with recording and performance artist, Matchbox Twenty “MT Agreement”),to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Companyagreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with thelast installment of $40,000 paid on March 4th. We have recorded this amount as a prepaid expense on our consolidated balance sheet asof December 31, 2020.

 

NOTE4 – RELATED PARTY TRANSACTIONS

 

DiscLiveNetwork

 

OnJuly 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive”or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Companywith DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminatedunder the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform),intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording.Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive willreceive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive iscontrolled by our Chief Executive Officer. Revenues of $22,474 and $206,161 and direct cost of revenues of$8,509 and $211,031 during theyears ended December 31, 2020, and 2019, respectively, were recorded using the assets licensed under this agreement. For the periods endedDecember 31, 2020 and 2019. The fees would have amounted to $1,124 and $10,308 respectively. Our Chief Executive Officer agreed to waivethe right to receive these license fees for both years.

 

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AccruedPayroll to Officers

 

Accruedpayroll to officers was $209,750 and $68,000 respectively, as of December 31, 2020, and December 31, 2019, respectively. During the yearended December 31, 2019, the Company entered into a conversion and cancellation of a debt agreement with its Chief Executive Officer.The Company agreed to convert accrued payroll of $52,700 into 15,057,143 shares of the Company’s stock, valued at $40,654 usingthe closing market price of the Company’s stock on the date of the conversion and cancellation of debt agreements. The differencebetween the total accrued payroll converted of $52,700, and the market value of the shares issued of $40,654, was recorded as contributedcapital of $12,046 in the consolidated statements of stockholders’ deficit for the year ended December 31, 2019.

 

TheChief Executive Officers’ compensation is $170,000 per year all of which was expensed during the years ended December 31, 2020 and2019; of which $129,500 and $102,000 has been paid and $108,500 and $68,000 was outstanding as of December 31, 2020 and 2019, respectively.

 

Advancesfrom Officers/Stockholders

 

Fromtime to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. During the year ended December31, 2019, a former employee and stockholder agreed to forgive $14,000 owed by the Company. The Company recorded the $14,000 as a gainon the settlement of debt, leaving a remaining balance of $720 on December 31, 2019.

 

Transactionswith Former Director and Officer

 

OnSeptember 15, 2017, the Company entered into an Advisory Agreement with Louis Mann (“MANN”), a former officer and directorwith the Company who previously resigned as an officer and director on August 26, 2015 after a short stint. He was re-appointed to theboard on June 23, 2018, while continuing to serve in under the Advisory agreement. The Advisory Agreement provides for MANN’s continuedand ongoing advisory services to the Company for nine (9) months and with automatic nine (9) months renewals unless terminated per theagreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month. Mann is still currently still engaged withthe company, and serves as Executive Vice President as well as Director, as noted above.

 

Asof December 31, 2018, $40,000 of cash compensation was owed to MANN under the Advisory Agreements and included in accounts payable andaccrued expenses. On March 4, 2019, the Company and MANN entered into a conversion and cancellation of debt agreement relating to the$40,000 cash compensation balance outstanding on December 31, 2018. The Company issued 11,428,571 shares of common stock, at $0.0035 pershare, as payment in full for the $40,000 balance outstanding on December 31, 2018. The difference between the total obligations of $40,000that MANN converted, and the market value of the shares issued of $30,857, was recorded as a gain on settlement of obligations of $9,143in other income in the consolidated statements of operations for the year ended December 31, 2019.

 

Duringthe year ended December 31, 2019, the Company recorded $45,000 of compensation relating to the agreement and made payments of $3,750 leavinga balance owed to MANN of $41,250 on December 31, 2019, which is included in accounts payable and accrued expenses. In May 2019, the Companyawarded MANN, 748,429 shares of Series A Preferred Stock.

 

Duringthe year ended December 31, 2020, $60,000 in compensation was accrued for MANN and no payments were made to him.

 

NOTE5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accountspayables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other considerationexpected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability.

 

Thefollowing table sets forth the components of the Company’s accrued liabilities on December 31, 2020, and December 31, 2019.

 

Schedule of accrued liabilities
		December 31, 2020				December 31, 2019
Accounts payable and accrued expense (includes $41,250 to a former officer and director at December 31, 2019, Note 4)		$	587,230				577,115
Accrued interest			466,801				271,621
Accrued interest and penalties Golock(a)			1,172,782				-
Soundstr Obligation			145,259				169,409
Total accounts payable and accrued liabilities		$	2,372,072				1,018,145

 

 

(a)	The Company strongly disagrees with the accrued interest and penalties claimed by Golock in regard to their notes, and intends to arbitrate or litigate this amount if a settlement on a vastly reduced amount cannot be reached.

 

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NOTE6 – PURCHASE LIABILITY

 

OnOctober 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquiredthe digital live music distribution platform “Set.fm” from PledgeMusic.The purchase price for the acquisition was comprisedof $50,000 paid in cash, and a purchase liability of $300,000, for an aggregate purchase price of $350,000. The Company assigned $350,000of the purchase price to intellectual property, of which $116,668 was amortized in 2018. As of December 31, 2018, the Company recordedan impairment charge of the remaining balance of $204,165. The purchase liability is payable on the net revenues derived from VNUE’slive recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date ofthe agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at anytime within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediatelyforfeit, convey, assign, and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration.For the years ended December 31, 2019 and 2018, there was no net revenue derived from the acquired assets and accordingly, no paymentswere made on the earnout. The balance due on December 31, 2020 and 2019 was $300,000.

 

NOTE7 – SHARES TO BE ISSUED

 

Asof December 31, 2018, the Company had not yet issued 3,964,352 shares of common stock with a value of $243,839 for past services providedand for an acquisition. During the year ended December 31, 2019 the Company became obligated to issue an additional 240,000 shares ofcommon, valued at $184, per the terms of a consulting agreement, and 1,000,000 shares of common stock valued at $3,500, as considerationfor amending an existing convertible note. As of December 31, 2020 and 2019, the Company had not yet issued 5,204,352 shares of commonstock with a value of $247,707.

 

NOTE8 – NOTES PAYABLE -PAST DUE

 

OnDecember 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note was due within 10 business days ofthe Company receiving notice of the effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10 businessday period shall constitute an Event of Default, as a result of which the note will become immediately due and payable and the balancewill bear interest at 7%. The Company’s Form S-1 was declared effective on March 8, 2016, and payment was due before March 22, 2016.The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%.

 

OnApril 30, 2019, the Company issued an unsecured Promissory Note in the principal amount of $25,000. The Note is due and payable on August30, 2019, along with $5,000 worth of interest. The Promissory Note is past due, however, the maker of the Note has verbally agreed notto call a default.

 

Duringthe years ended December 31, 2020 and 2019; the Company recorded $15,630 and $5,630, respectively, of accrued interest expense on thesetwo Notes.

 

Thebalance of the Notes Payable outstanding was $34,000 and $9,000 as of December 31, 2020, and December 31, 2019, respectively and are pastdue.

 

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NOTE9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

 

Convertiblenotes payable consist of the following:

 

Schedule of Convertible notes payable
		December 31,				December 31,
		2020				2019
Various Convertible Notes(a)		$	43,500			$	43,500
Ylimit, LLC Convertible Notes (b)			1,336,208				882,500
Golock Capital, LLC Convertible Notes(c)			339,011				339,011
Other Convertible Notes(d)			238,203				299,069
Total Convertible Notes			1,956,922				1,564,080
Debt discount			-				(78,013	)
Convertible notes, net		$	1,956,922			$	1,486,067

 

 

(a)In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The Note ConversionPrice is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paidper share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, aprice per share derived by dividing a “pre-money” valuation of $8,000,000 by the number of shares outstanding immediatelyprior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a priceper unit derived by dividing a “pre-money” valuation of $8,000,000 by the total number of units (restricted and non-restricted)outstanding immediately prior to the time of such conversion, on a fully diluted basis. The notes are due and payable on demand at anytime after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previouslyconverted. The balance of the notes outstanding was $45,000 as of December 31, 2018. On March 4, 2019, a note holder elected to forgiveand cancel their outstanding convertible note balance of $1,500, which the Company recorded as a gain on extinguishment of debt in theaccompanying consolidated statement of operations. The balance of the notes outstanding was $43,500 as of December 31, 2019 of which $28,500was due to related parties.

 

(b)On May 9, 2016, the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annumand due on May 9, 2018. The note is secured by the Company’s rights, titles and interests in all the Company’s tangible andintangible assets, including intellectual property and proprietary software whether existing now or created in the future. On August 25,2017, the Note was amended to authorize total borrowings on this Note to $517,000, The balance of the notes outstanding was $517,000 asof December 31, 2017 and the balance of the debt discount was $137,358.

 

OnApril 12, 2018, and again on August 15, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertiblepromissory note. The amendments increased the borrowing limits by $190,500 to a total of $707,500, and extended the maturity date to May9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note willbe converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035per share. This feature gave rise to a derivative liability of $135,900 during the period ended December 31, 2018 that is discussed below.During the year ended December 31, 2018, the Company borrowed an additional $190,500. The balance of notes outstanding was $707,500 asof December 31, 2018 and the balance of the debt discount was $70,078.

 

OnNovember 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertiblepromissory note dated May 9, 2016 along with subsequent amendment and fundings that followed. Under the terms of Ylimit Amendment One,Ylimit extended maturity date of all outstanding convertible debt due to them by the company, to a new maturity date of February 09, 2020.Ylimit received no consideration for this amendment.

 

Byverbal agreement Ylimit increased the Company’s borrowing limits by $175,000 and extended this amount of additional funding to theCompany during the last three months of 2019 bring the total convertible note balance due to YLimit to a total of $882,500 as December31, 2019. All note discount related to Ylimit was fully amortized as of December 31, 2019.

 

OnFebruary 9, 2020, the Company entered into another amendment with Ylimit (“Ylimit Amendment Two”) to further extend the maturitydate of all of the Company’s outstanding debt to August 9, 2020 including the $175,000 that Ylimit funded in the fourth quarterof 2019. Ylimit received no consideration for the Ylimit Amendment Two.

 

Duringthe year ended December 31, 2020, Ylimit provided another $453,708 in funding to the Company bringing their balance to $1,366,208 as ofDecember 31, 2020. On January 5, 2021 the Company entered into Amendment Three to extend the maturity of all notes until February 9, 2022.Ylimit received no consideration for Amendment Three.

 

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(c)From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in theaggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018.The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additionalconsideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire inthe aggregate 4,804,708 shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition,the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide allor a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement ofborrower. The Lender, upon conversion, shall have piggyback registration rights for all of its common stock shares in any registrationor post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of thenotes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017.

 

OnFebruary 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000.The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lenderto enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 sharesof the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relativefair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $40,000 was recorded as a debtdiscount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes aboveby changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of(i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion.This feature gave rise to a derivative liability of $553,000 at date of issuance as discussed below. The amendment also increased theprincipal face amount of notes to include accrued interest, and an additional $43,250 was added to principal, which was recorded to financingcosts. The aggregate balance of the notes outstanding, and the related debt discount was $302,067 and $0, respectively, as of December31, 2018.

 

OnApril 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return,Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b)the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that theLender request conversion. During the year ending December 31, 2019 the Company issued new notes payable of $53,331 and $23,102 of notesand accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019,was $339,010. As of December 31, 2019, $285,679 of these notes were past due. As of December 31, 2020 all of the Golock notes amountingto $339,011 were past due. As a result Golock has assessed the Company additional penalties and interest pf $1,172,782. The Company hasrecorded this amount as an accrued liability as of December 1, 2020. The Company disagrees with the accrued interest and penalties dueto Golock and intends to litigate this amount if a settlement on a vastly reduced amount, cannot be reached.

 

(d)As of December 31, 2017 the Company had an outstanding convertible note payable of $61,000. During the year ended December 31, 2018, theCompany entered into additional notes of $369,250. The convertible notes have interest rates ranging from 8% to 12% per annum, maturitydates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount ratesbetween 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and forone lender, no lower than $0.035 per share. The issuance of notes with conversion features gave rise to derivative liabilities of $559,397(see discussion below). As of December 31, 2018, the aggregate convertible notes balance to the five lenders was $426,964 and the relateddebt discount was $179,162. As of December 31, 2020 all $238,303 were past due.

 

Duringthe year ended December 31, 2019, the Company entered into additional notes of $256,000, with interest rates from 10% to 12%, and maturitydates ranging from January 22, 2020, to August 2, 2020, at conversion terms comparable to the terms above. The issuance of notes withconversion features gave rise to derivative liabilities of $357,465 (see discussion below). In addition, On April 29, 2019, one of thelenders entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, the Company issued(a) a warrant to purchase 2,966,986 shares of the Company’s common stock for a period of 48 months exercisable at a strike priceof $.00475 with a fair value of $5,934, and (b) the conversion price of outstanding notes was changed from $.015 to 50% of the lowestclosing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ended December 31, 2019,convertible notes of $388,207 and accrued interest were converted into 540,276,078 shares of common stock. As of December 31, 2019, theaggregate convertible notes balance to the five lenders was $299,069 and the related debt discount was $ 33,667. As of December 31, 2019,$96,069 of these notes were past due.

 

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Intotal, during 2019 convertible notes and accrued interest aggregating $411,309 were converted into 640,276,078 common shares with a fairvalue of $959,290 and recognized loss on settlement of debt of $548,029 during the year ended December 31, 2019. On December 31, 2019,the aggregate balance of the fair value of the notes outstanding was $1,564,080 and the related debt discount was $78,013. As of December31, 2019, the above notes are convertible into 3,334,494,813 shares of common stock.

 

Duringthe year ended December 31, 2020, $56,466 of the principal balance and $8,600 of interest was converted to 440,111,560 shares of commonstock. The Company recorded a loss on the extinguishment of debt on these two conversions of $263,609. Additionally, the Company paid$4,400 to reduce the principal balance. These were the only note conversions during the year ended December 31, 2020.

 

Summary

 

OnDecember 31, 2020, the aggregate balance of the fair value of all convertible notes outstanding was 1,956,922 and the related debt discountwas $-0-, or a net balance of $1,956,922. Of this amount, $620,714 in principal was past due. As of December 31, 2020, the above notesare convertible into 1,948,265,842 shares of common stock.

 

TheCompany considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustmentto the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not withinthe issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined thatthe conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence offuture offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of theNotes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivativeliabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion featurewas recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the ConsolidatedStatement of Operations. The discount is being amortized using the effective interest rate method over the life of the debt instruments.

 

Thebalance of the unamortized note discount on December 31, 2017 was $198,025. During the year ended December 31, 2018, the Company issued$583,750 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $1,329,389 ofwhich $483,635 was recorded as a debt discount, and the remaining $845,754 was recorded as a financing cost. During the year ended December31, 2018, the amortization of debt discount was $432,419 which is included in financing costs on the Company’s statement of operations.The balance of the unamortized note discount on December 31, 2018 was $249,241.

 

Duringthe year ended December 31, 2019, the Company issued $484,331 of convertible notes whose conversion features created a derivative liabilityupon issuance with a fair value of $357,465 of which $218,637 was recorded as a debt discount, and the remaining $138,828 was recordedas a financing cost. During the year ended December 31, 2019, the amortization of debt discount was $389,793 which is included in financingcosts on the Company’s statement of operations. The balance of the unamortized note discount on December 31, 2019 was $78,013.

 

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NOTE10 – DERIVATIVE LIABILITY

 

TheFASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments.The conversion prices of the Notes described in Note 6 were not a fixed amount because they were either subject to an adjustment basedon the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Companyis unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with theFASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end ofevery reporting period with the change in value reported in the statement of operations. As of December 31, 2020 and 2019, the derivativeliabilities were valued using probability weighted option pricing models with the following assumptions:

 

Schedule of derivative liabilities fair value
		December 31, 2020				December 31, 2019
Exercise Price		$	0.0015-0.0018			$	0.00015–0.00018
Stock Price			.0114			$	0.0003
Risk-free interest rate			0.17	%			1.59	%
Expected volatility			737.80				236	%
Expected life (in years)			1.00				1.00
Expected dividend yield			0	%			0	%
Fair Value:		$	3,156,582			$	922,509

 

Therisk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of itscommon stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was basedon the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividendsin the past and does not expect to pay dividends in the future.

 

Duringthe year ended December 31, 2019, the Company recorded derivative liabilities of $357,465 related to the issuance of certain new convertiblenotes, a modification of $189,186 relating to an additional derivative, and recognized $1,179,556 as other income, which represented thenet change in the value of the derivative liability at December 31, 2019.

 

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NOTE11 – STOCKHOLDERS’ DEFICIT

 

OnJuly 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation(as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendmentincreased the Company’s capitalization to 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which,5,000,000 were designated as Series A Convertible Preferred Stock.

 

Commonstock

 

TheCompany has authorized 2,000,000,000 shares of $0.0001 par value common stock. As of December 31, 2020 and December 31, 2019 there were1,211,495,162 and 770,883,062 shares of common stock issued and outstanding respectively.

 

Commonstock returned by a director or officer

 

Duringthe year ended December 31, 2019, a former Company director voluntarily returned 4,555,918 shares of Company common stock to Treasury.These shares were valued at par value of $456 and decreased common stock and increased paid-in capital by the same amount, so the transactionhad no impact on the Company’s equity.

 

Sharesissued for services

 

Duringthe year ended December 31, 2020, the Company issued 500,000 shares to the vendor who supplied consulting services to the Company. TheCompany recorded consulting expense of $150 related to this issuance.

 

Duringthe year ended December 31, 2019, the Company issued 2,500,000 shares to the vendor who supplied consulting services to the Company. TheCompany recorded consulting expense of $3,368 related to this issuance.

 

Sharesissued to retire trade debt

 

Duringthe year ended December 31, 2019, the Company reached agreement with a vendor to retire approximately $27,096 in debt at a price of $0.05per share and issued the vendor 541,912 shares pursuant to the agreement. At the time of the settlement of the debt the Company’scommon stock was trading at a price of $.0013, so the Company recognized a profit of $26,391 upon the extinguishment of the debt

  

PreferredStock Series A

 

Asof December 31, 2020 and 2019, the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,126,776shares of Series A Preferred Stock issued and outstanding.

 

OnMay 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”),in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequentlyissued 4,126,776 restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward themfor services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rightsand preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

 

Pursuantto the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. TheSeries A Preferred Stockholders shall be entitled to share among dividends with the common stock shareholders of the Company on an as-convertedbasis. The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for everyshare of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A PreferredStock have no liquidation or redemption preference rights but get treated as common stockholders on an as converted basis.

 

TheCompany believes that the issuance of the Series A Preferred Stock was exempt from the registration requirements under the SecuritiesAct of 1933, as amended pursuant to Section 4(a)(2) of the Act in that said transaction did not involve a public solicitation and saidrestricted shares were issued to only a small number of employees and consultants with an ongoing relationship with the Company.

 

TheCompany determined the fair value of the preferred shares to be $590,129 which is included as stock-based compensation in general andadministrative expense on the Company’s statements of operations for the year ended December 31, 2019.

 

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Warrants

 

Nowarrants were issued during the year ended December 31, 2020.

 

Duringthe year ended December 31, 2019, the Company issued 15,800,319 warrants to two convertible noteholders as consideration for extendingthe term of their convertible notes. The warrants are exercisable for a period of four years at a strike price of $0.00475. As a resultof the issuance of these warrants, the company recorded a financing expense of $36,533.

 

Asummary of warrants for the years ended December 31, 2020 and December 31, 2019, is as follows:

 

Schedule of warrants
		Number				Weighted
		of				Average
		Warrants				Exercise
Balance outstanding, December 31, 2018			8,004,708				0.014
Warrants granted			15,800,319				.00475
Warrants exercised			-				-
Warrants expired or forfeited			-				-
Balance outstanding, December 31, 2019			23,805,027				0.079
Warrants granted			-				-
Warrants exercised			-				-
Warrants expired or forfeited			-				-
Balance outstanding and exercisable, December 31, 2020			23,805,027			$	0.0079

 

Informationrelating to outstanding warrants on December 31, 2020, summarized by exercise price, is as follows:

 

	Schedule of warrants outstanding and related prices
				Outstanding and Exercisable
												Weighted
Exercise Price												Average
Per Share				Shares				Life (Years)				Exercise Price
$	0.010-0.015				8,004,708				0.14			$	0.014
$	0.004750				15,800,319				2.58			$	0.00475

 

Theweighted-average remaining contractual life of all warrants outstanding and exercisable on December 31, 2020, is .96 years. The outstandingand exercisable warrants outstanding on December 31, 2020, had no intrinsic value.

 

NOTE12 – COMMITMENT AND CONTINGENCIES

 

JointVenture Agreement – Music Reports, Inc.

 

OnSeptember 1, 2018, the Company entered into an initial joint venture (“JV”) agreement with Music Reports, Inc., (“MRI”).Music Reports (musicreports.com) will initially partner with VNUE to provide Performing Rights Organization (PRO) data to VNUE’sSoundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrateautomated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is fornine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of December 31, 2020, no netrevenue was generated from the JV.

 

Litigation

 

None

 

ArtistAgreement

 

OnOctober 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm. The Artist Agreementis effective October 27, 2015, and has a term lasting as long as I Break Horses artist recordings are available via the VNUE Service.Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive30% of the Net Income generated thereby. As of December 31, 2020, the Company had not earned any revenue under this agreement.

 

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NOTE13 – INCOME TAXES

 

Reconciliationbetween the expected federal income tax rate and the actual tax rate is as follows:

 

Schedule of federal income tax rate and the actual tax rate
		Year Ended December 31,
		2020				2019
Federal statutory tax rate			21	%			21	%
State tax, net of federal benefit			6	%			6	%
Total tax rate			27	%			27	%
Allowance			(27	)%			(27	)%
Effective tax rate			-	%			-	%

 

Thefollowing is a summary of the deferred tax assets:

 

Summary of deferred tax assets
		Year Ended December 31,
		2020				2019
Net operating loss carryforwards		$	3,060,000				2,434,000
Accrued compensation			-				-
Deferred tax asset			3,060,000				2,434,000
Valuation allowance			(3,060,000	)			(2,434,000	)
Net deferred tax asset		$	-			$	-

 

TheCompany has no tax provision for any period presented due to our history of operating losses. As of December 31, 2020, the Company hadestimated net operating loss carry forwards of approximately $11,333,000 that may be available to reduce future years’ taxable incomethrough 2032 subject to Section 382 limitations. Future tax benefits which may arise as a result of these losses have not been recognizedin these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Companyhas recorded a valuation allowance for the full value of the deferred tax asset relating to these tax loss carry-forwards. Additionally,the Company has not filed tax returns, therefore the potential realizability of this loss in future periods is indeterminable.

 

TheCompany adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax returnshould be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax positiononly if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technicalmerits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largestbenefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provideguidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increaseddisclosures. As of December 31, 2017 no liability for unrecognized tax benefits was required to be recorded.

 

NOTE14 – SUBSEQUENT EVENTS

 

InFebruary 2021, the Company entered into a $165,000 8% Convertible Note Agreement with an accredited investor that matures on November16, 2021. The Note carried an original issue discount (OID) of 10% so the amount funded to the Company was $150,000.The note containsa conversion Price shall equal $.0171 (fixed price equaling 90% of the lowest variable weighted average price (“VWAP”) for10 days preceding the Issue Date) (the “Fixed Conversion Price”), subject to equitable adjustments for stock splits, stockdividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower.

 

 

 

VNUE,INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30,				December 31,
		2021				2020
		(Unaudited)
Assets
Current assets:
Cash		$	207,921			$	4,458
Prepaid expenses			295,000				100,000
Total current assets			502,921				104,458
Total assets		$	502,921			$	104,458
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses		$	834,910			$	2,372,072
Shares to be issued			247,707				247,707
Accrued payroll-officers			239,750				209,750
Advances from former officer			720				720
Advances from officer			10,000				-
Notes payable			879,157				34,000
Deferred revenue			74,225				74,225
Convertible notes payable, net			635,714				1,956,922
Purchase liability			300,000				300,000
Derivative liability			-				3,156,582
Total current liabilities			3,222,183				8,351,979
Total liabilities			3,222,183				8,351,979
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized;4,250,579 issued and outstanding as of September 30, 2021, and December 31, 2020			425				413
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,372,757,161 and 1,211,495,162 shares issued and outstanding, as of September 30, 2021, and December 31, 2020, respectively			137,275				121,149
Additional paid-in capital			10,548,671				8,386,593
Accumulated deficit			(13,405,633	)			(16,755,676	)
Total stockholders' deficit			(2,719,262	)			(8,247,521	)
Total Liabilities and Stockholders' Deficit		$	502,921			$	104,458

   

The accompanying notes are an integral part of these consolidatedfinancial statements.

 

  

VNUE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
		For the three months ended								For the nine months ended
		September 30,								September 30,
		2021				2020				2021				2020
Revenues - related party		$	2,714			$	1,746			$	9,295			$	19,932
Direct costs of revenue			5,380				-				5,446				8,509
Gross margin (loss)			(2,666	)			1,746				3,849				11,423
Operating expenses:
General and administrative			279,884				106,990				614,796				477,021
Total costs and expenses			279,884				106,990				614,796				477,021
Operating loss			(282,550	)			(105,244	)			(610,947	)			(465,598	)
Other income (expense), net
Change in fair value of derivative liability			-				(6,519,216	)			3,156,582				(6,413,154	)
Other income			-								1,172,781
Loss on the extinguishment of debt			-				(190,900	)			(80,227	)			(263,609	)
Financing costs			(82,611	)			(58,872	)			(288,146	)			(230,292	)
Other income (expense), net			(82,611	)			(6,768,988	)			3,960,990				(6,907,055	)
Net income (loss)		$	(365,161	)		$	(6,874,231	)		$	3,350,043			$	(7,372,653	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.01	)		$	0.00			$	(0.01	)
Weighted average common shares outstanding:
Basic and diluted			1,341,926,621				1,150,881,152				1,266,155,076				1,070,105,622

 

The accompanying notes are an integral part of these consolidatedfinancial statements.

 

 

VNUE, INC.
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
										Par value $0.001								Additional
		Preferred Shares								Common Shares								Paid- in
		Numbers				Amount				Numbers				Amount				Capital				Deficit				Total
Balance - December 31, 2019			4,127,776			$	413				770,883,602			$	77,088			$	8,099,346			$	(12,201,899	)		$	(3,777,345	)
Shares issued on conversion of notes payable											378,872,550				37,887				83,421								121,308
Net (loss)			-				-				-				-				-				(639,557	)			(639,557	)
Balance, March 31, 2020			4,127,776			$	413				1,149,756,152			$	114,975			$	8,182,767			$	(12,841,456	)		$	(4,543,301	)
Net income			-				-				-				-				-				141,135				141,135
Balance, June 30, 2020			4,127,776			$	413				1,149,756,152			$	114,975			$	8,182,767			$	(12,700,321	)		$	(4,402,166	)
Conversion of convertible notes to common shares											57,500,000				5,750				195,500								201,250
Shares issued for services											500,000				50				100								150
Net loss			-				-				-				-				-				(6,874,231	)			(6,874,231	)
Balance, September 30, 2020			4,127,776			$	413				1,207,756,152			$	120,775			$	8,378,367			$	(19,574,552	)		$	(11,074,997	)
										Par value $0.001								Additional
		Preferred Shares								Common Shares								Paid- in
		Numbers				Amount				Numbers				Amount				Capital				Deficit				Total
Balance - December 31, 2020			4,127,776			$	413				1,211,495,162			$	121,149			$	8,386,593			$	(16,755,676	)		$	(8,247,521	)
Net income			-				-				-				-				-				1,991,101				1,991,101
Beneficial conversion feature of convertible notes																			111,765								111,765
Balance, March 31, 2021			4,127,776			$	413				1,211,495,162			$	121,149			$	8,498,358			$	(14,764,575	)		$	(6,144,656	)
Shares issued upon conversion of convertible notes payable			123,803				12				75,195,174				7,520				1,273,991								1,281,523
Net income																							1,724,104				1,724,104
Balance, June 30, 2021			4,250,579			$	425				1,286,690,336			$	128,669			$	9,772,348			$	(13,040,472	)		$	(3,139,030	)
Private placement of common shares											86,066,825				8,607				776,323								784,929
Net loss			-				-																(365,161	)			(365,161	)
Balance, September 30, 2021			4,250,579			$	425				1,372,757,161			$	137,275			$	10,548,671			$	(13,405,633	)		$	(2,719,262	)

  

The accompanying notes are an integralpart of these consolidated financial statements.

 

 

VNUE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		For the nine months ended
		September 30,
		2021				2020
Cash Flows From Operating Activities:
Net income (loss)		$	3,350,043			$	(7,372,653	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Change in the fair value of derivatives			(3,156,582	)			6,413,154
Derivative value considered financing costs			-				244,696
Loss on the extinguishment of debt			80,227				-
Amortization of debt discount			111,765				78,013
Changes in operating assets and liabilities
Prepaid expenses			(195,000	)			(100,000	)
Accounts payable and accrued interest			(1,133,919	)			161,843
Deferred revenue			-				74,225
Accrued payroll officers			30,000				78,000
Net cash used in operating activities			(913,466	)			(422,722	)
Cash Flows From Investing Activities:			-				-
Cash Flows From Financing Activities:
Advances from officers			10,000
Payments on promissory note			(12,000	)
Payment of convertible note							(45,134	)
Proceeds from the private placement of common shares			784,929				-
Proceeds from the issuance of convertible notes			334,000				426,989
Net cash provided by investing activities			1,116,929				381,855
Net Decrease In Cash			203,463				(40,867	)
Cash At The Beginning Of The Period			4,458				52,096
Cash At The End Of The Period		$	207,921			$	11,229
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Supplemental disclosure of non-cash information:
Common shares issued upon conversion of notes payable and accrued interest		$	1,281,523			$	322,558

 

The accompanying notes are an integral part of these consolidatedfinancial statements.

  

 

VNUE,INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

History and Organization

 

VNUE, Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE”or the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2006.

 

On May 29, 2015, VNUE, Inc., known as Tierra Grande Resources,Inc. at the time, entered into a merger agreement with VNUE, Inc., a Washington corporation (VNUE Washington), and TGRI Merger Corp.,a Nevada corporation and a wholly-owned subsidiary of VNUE, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement,VNUE Washington merged with and into Merger Sub, with Merger Sub continuing as the surviving entity that succeeded to all of the assets,liabilities and operations of VNUE Washington (the “Merger”). In connection with the Merger, all of the outstanding sharesof any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of VNUE, Inc. common stock. The transactionwas accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemedthe legal acquirer.

 

The Company is developing technology driven solutions for Artists,Venues and Festivals to automate the capturing, publishing, and monetization of their content, as well as protection of their rights.

 

Going Concern

 

The accompanying consolidated financial statements have been preparedon a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normalcourse of business. As reflected in the accompanying consolidated financial statements, during the nine months ended September 30, 2021,the Company used cash in operations of $913,466, and as of September 30, 2021, had a stockholders’ deficit of $2,719,262 and negativeworking capital of $2,719,262. These factors raise substantial doubt about the Company’s ability to continue as a going concernwithin one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern isdependent upon the Company’s ability to raise additional funds and implement its business plan. The Company does not have any commitmentsfor additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continueas a going concern.

 

On September 30, 2021, the Company had cash on hand of $207,921.The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continueoperations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceedsof notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that itwill be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictionson our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.

 

On June 22, 2021, the Company entered into a Securities PurchaseAgreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”), a Nevada limited liability company, pursuantto which the Company will have the right in its sole discretion for a period of one year from the date of the SPA, to sell up to $8 millionof Common Stock (subject to certain limitations) to GHS Investments. The transaction is considered an Equity Line of Credit (“ELOC”)

 

During the three months ended September 30, 2021, the Companyraised $722,215 on its equity line of credit. As result of the successful utilization of the ELOC which is available to generate additionalfunding, and based on current on hand cash, of $207,921 as of September 30, 2021, the Company estimates that the current funds on handwill be sufficient to continue operations through the next 12 months.

 

Management’s Representation of Interim Financial Statements

 

The accompanying unaudited condensed consolidated financial statementshave been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnotedisclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the UnitedStates (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that thedisclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include allof the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations.All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements andnotes thereto at December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on April 8, 2021 with the SEC.

  

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NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIESAND PRACTICES

 

Basis of Consolidation

 

The Company consolidates all wholly-owned subsidiaries in whichthe Company’s power to control exists. The Company consolidates the following subsidiaries and/or entities:

 

Schedule of subsidiaries and/or entities
Name of consolidated subsidiary or Entity		State or other jurisdiction of incorporation or organization		Date of incorporation or formation (date of acquisition/ disposition, if applicable)		Attributable interest
VNUE Inc. (formerly TGRI)		The State of Nevada		April 4, 2006 (May 29, 2015)			100	%
VNUE Inc. (VNUE Washington)		The State of Washington		October 16, 2014			100	%
VNUE LLC		The State of Washington		August 1, 2013 (December 3, 2014)			100	%

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting StandardsCodification (“ASC”) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercisejudgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifyingour performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction priceto the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only appliesthe five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange forthe services it transfers to its clients.

 

The Company recognizes revenue on the sale CDs and USB drivesthat contain the recording of live concerts and made available to concert attendees immediately after the show and on-line. Revenue isrecognized on the sale of a product when our performance obligation is completed which is when the risk of loss transfers to our customersand the collection of the receivable is reasonably assured, which generally occurs when the product is purchased.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformitywith accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amountsof revenue and expenses during the reporting period. Significant estimates include the assumptions used for impairment testing of intangibleassets, assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals forpotential liabilities. Actual results could differ from these estimates.

 

Fair Value of Financial Instruments

 

The Company determines the fair value of its assets and liabilitiesbased on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in theprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurementdate. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable,to measure fair value:

 

	•	Level 1 — Quoted prices in active markets for identical assets or liabilities.
	•	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

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NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (continued)

 

Fair Value of Financial Instruments (continued)

 

The carrying amounts of financial instruments such as cash, andaccounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. Thecarrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailingmarket interest rates.

 

The fair value of the derivative liabilities of $-0- and $3,156,582on September 30, 2021, and December 31, 2020, respectively, were valued using Level 3 inputs.

 

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine ifsuch instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that areaccounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reportingdate, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments,including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivativeinstrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement ofthe derivative instrument could be required within twelve months of the balance sheet date.

 

Income (Loss) per Common Share

 

Basic net income (loss) per share is computed by using the weighted-averagenumber of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potentialshares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, usingthe treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into commonstock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted atthe beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock methodassumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average marketprice during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average marketprice of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of CommonStock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stockwere included in the computation of diluted net loss per share on September 30, 2021, because their impact was anti-dilutive. As of September30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 11,100,841 shares of common stock relatedto convertible notes payables, which were excluded from the computation of net loss per share.

 

Recently Issued Accounting Pronouncements

 

On Dec. 18, 2019, the Financial Accounting Standards Board (FASB)released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments ofASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issuedas part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generallyaccepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adoptedthis guidance on January 1, 2021 which had no impact on the Company’s financial statements.

 

The Company has implemented all new accounting pronouncementsthat are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements thathave been issued that might have a material impact on its financial position or results of operations. The Company adopted ASC 842 onJanuary 1, 2019. However, the adoption of the standard had no impact on the Company’s financial statements since all Company leasesare month to month, or short-term rentals.

  

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NOTE 3 – PREPAID EXPENSE

 

On Jan 9, 2020, the Company entered into an agreement withrecording and performance artist, Matchbox Twenty, to record its 2020 tour and sell limited edition double CD sets, download cards,and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to Matchbox Twenty andits affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. Wehave recorded this amount as a prepaid expense on our consolidated balance sheets as of September 30, 2021 and December 31, 2020.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

DiscLive Network

 

On July 10, 2017, the Company entered into a Licensing Agreementwith RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) toformalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusivelicense from DiscLive for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, includingbut not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secretsand anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Companya worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any salesderived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer, Mr. Bair. On March19, 2021, the Licensing Agreement was extended until March 2022, and will automatically extend unless either party notifies the otherof cancellation.

 

Revenues of $2,714 and $9,295 during the three and nine monthsended September 30, 2021, and $1,746 and $19,932 during the three and nine months ended September 30, 2020, respectively, were recordedusing the assets licensed under this agreement. For the nine months ended September 30, 2021 and 2020, the fees amounted to $136 and $465respectively. Our Chief Executive Officer agreed to waive the right to receive these license fees for both years.

 

Accrued Payroll to Officers

 

Accrued payroll to officers was $239,750 and $209,750 respectively,as of September 30, 2021, and December 31, 2020, respectively. The Chief Executive Officer’s compensation is $170,000 per year.

 

Advances from Officers/Stockholders

 

From time to time, officers/stockholders of the Companyadvance funds to the Company for working capital purposes. During the year ended December 31, 2019, a former employee andstockholder agreed to forgive $14,000owed by the Company. The Company recorded the $14,000as a gain on the settlement of debt, leaving a remaining balance of $720 recorded on the consolidated balance sheet on September 30,2021.

 

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payables are recognized initially at the transactionprice and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognizedbased on the expected amount required to settle the obligation or liability.

 

The following table sets forth the components of the Company’saccrued liabilities on September 30, 2021 and December 31, 2020.

 

Schedule of accrued liabilities
		9/30/21				12/31/20
Accounts payable and accrued expense		$	527,430				587,230
Accrued interest			162,221				466,801
Accrued interest and penalties Golock (a)			-				1,172,782
Soundstr Obligation			145,259				145,259
Total accounts payable and accrued liabilities		$	834,910				2,372,072

 

(a)	See Note 9 related to the reversal of interest and penalties for Golock.

  

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NOTE 6 – PURCHASE LIABILITY

 

On October 16, 2017, the Company entered into an agreement withPledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm”from PledgeMusic. The purchase price for the acquisition was comprised of $50,000 paid in cash, and a purchase liability of $300,000,for an aggregate purchase price of $350,000. The Company assigned $350,000 of the purchase price to intellectual property, of which $116,668was amortized in 2018. As of December 31, 2018, the Company recorded an impairment charge of the remaining balance of $204,165. The purchaseliability is payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to theSeller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay theSeller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3)year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign, and transfer to the Seller allor any of the Purchased Assets so requested by the Seller for no additional consideration.

 

The Company has had no correspondence regarding this liabilitywith Pledge Music who declared bankruptcy in 2019.

 

NOTE 7 – SHARES TO BE ISSUED

 

As of December 31, 2018, the Company had not yet issued 3,964,352shares of common stock with a value of $243,839 for past services provided and for an acquisition. During the year ended December 31,2019, the Company became obligated to issue an additional 240,000 shares of common, valued at $184, per the terms of a consulting agreement,and 1,000,000 shares of common stock valued at $3,500, as consideration for amending an existing convertible note. As of September 30,2021, and December 31, 2020 the Company had not yet issued 5,204,352 shares of common stock with a value of $247,707.

 

NOTE 8 – NOTES PAYABLE -PAST DUE

 

On December 17, 2015, the Company issued a Promissory Note inthe principal amount of $9,000. The note was due within 10 business days of the Company receiving notice of the effectiveness of its FormS-1 filed on February 22, 2016. Failure to make payment during that 10-business day period shall constitute an Event of Default, as aresult of which the note will become immediately due and payable, and the balance will bear interest at 7%. The Company’s Form S-1was declared effective on March 8, 2016, and payment was due before March 22, 2016. The Company did not repay the note before March 22,2016; therefore, the note is in default with an interest rate of 7%.

 

On April 30, 2019, the Company issued an unsecured PromissoryNote in the principal amount of $25,000. The Note is due and payable on August 30, 2019, along with $5,000 worth of interest. The PromissoryNote is past due, however, the maker of the Note has verbally agreed not to call a default.

 

As of September 30, 2021, the accrued interest expense on thesetwo Notes amounted to $34,246.

 

The principal balance of the Notes Payable outstanding was $22,000and $34,000 as of September 30, 2021, and December 31, 2020, respectively and are past due.

 

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLERELATED PARTIES

 

Convertible notes payable consists of the following:

 

Schedule of Convertible notes payable
		September 30,				December 31,
		2021				2020
Various Convertible Notes (a)(f)		$	43,500			$	43,500
Ylimit, LLC Convertible Notes (b)			-				1,336,208
Golock Capital, LLC Convertible Notes (c)			339,010				339,011
GSH Note (d)			165,000				-
Other Convertible Notes (e)			88,204				238,203
Convertible notes		$	635,714			$	1,956,922

  

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NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE,RELATED PARTIES (continued)

 

Notes payable

 

(b)(f) On September 24, 2021, the Company and its largest creditor,Ylimit, agreed to restructure its existing 10% convertible note of $492,528 of principal and $364,629 in interest to an 8%, non-convertiblepromissory note due and payable on September 30, 2022. Under the amended note, Ylimit increased the principal amount by $107,000 for anaggregate principal amount of $857,157. As of September 30, 2021 the Company had a balance of notes payable of $857,157.

 

Advance from officer

 

During the three month ended September 30, 2021, theCompany’s CEO advanced $10,000 to the Company. This loan was made on an interest free basis and is payable on demand. As ofSeptember 30, 2021 the Company had a balance of $10,000 due to its CEO.

 

Convertible notes

 

During the three months ended June 30, 2021 the Company convertedmajor portions of its convertible debt to equity. The Company converted $1,162,800 in principal and $38,616 in accrued interest into 75,195,174shares of common stock and incurred a loss of $80,227 upon conversion.

 

(a) In August 2014, the Company issued a series of convertiblenotes with various interest rates ranging up to 10% per annum. The balance of the notes outstanding was $43,500 as of September 30, 2021and December 31, 2020 of which $28,500 was due to related parties. As of September 30, 2021 these notes are convertible into 718,945 sharesof common stock.

 

(b) On November 9, 2019 the Company and Ylimit, LLC entered intoan amendment (“Ylimit Amendment One”) to the original secured convertible promissory note dated May 9, 2016 along with subsequentamendment and fundings that followed. Under the terms of Ylimit Amendment One, Ylimit extended maturity date of all outstanding convertibledebt due to them by the company, to a new maturity date of February 09, 2020. Ylimit received no consideration for this amendment.

 

By verbal agreement Ylimit increased the Company’s borrowinglimits by $175,000 and extended this amount of additional funding to the Company during the last three months of 2019 bring the totalconvertible note balance due to YLimit to a total of $882,500 as December 31, 2019. All note discount related to Ylimit was fully amortizedas of December 31, 2019.

 

On February 9, 2020, the Company entered into another amendmentwith Ylimit (“Ylimit Amendment Two”) to further extend the maturity date of all of the Company’s outstanding debt toAugust 9, 2020 including the $175,000 that Ylimit funded in the fourth quarter of 2019. Ylimit received no consideration for the YlimitAmendment Two.

 

On January 5, 2021 the Company entered into Amendment Three toextend the maturity of all notes until February 9, 2022. Ylimit received no consideration for Amendment Three.

 

During the nine months ended September 30, 2021, Ylimit investedanother $119,000 on terms comparable to recent fundings. As of September 30, 2021 based on a fixed conversion price of $0.001, Ylimit’snotes are convertible into 844,844,575 shares of common stock

 

(c) From September 1, 2017 to December 31, 2017, the Companyissued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with aninterest rate at 10% per annum and maturity dates between September 1, 2018 and August 31, 2018. The notes are convertible intoshares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lenderto enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shallhave the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portionof the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower.The Lender, upon conversion, shall have piggyback registration rights for all of its common stock shares in any registration orpost-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of thenotes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017.

 

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On February 2, 2018, the Company issued a convertible note toGolock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity dateof November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’scommon stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Companyissued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of$0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount,and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense overthe term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notesto be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bidprice in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of$553,000 at date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest,and an additional $43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding,and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018.

    

On April 29, 2019, Golock entered into an amendment with the Companyto extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant topurchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recordeda financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closingbid price in the 20 trading days prior to that day that the Lender request conversion. During the year ending December 31, 2019 the Companyissued new notes payable of $53,331 and $23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock.The balance of the notes outstanding on December 31, 2019, was $339,010. As of December 31, 2019, $285,679 of these notes were past due.As of September 30, 2021 all of the Golock notes amounting to $339,011 were past due.

 

As a result Golock has assessed the Company additional penaltiesand interest of $1,172,782. The Company disagrees with the accrued interest and penalties due to Golock. Initially the Company recordedthis amount as a liability on its balance during the period ended March 31, 2021. Subsequent during the three month period ended September30, 2021 the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability onits balance sheet The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if asettlement on a vastly reduced amount, cannot be reached.

 

(d) During the nine months ended September 30, 2021, GHS Investmentsfunded an 8%, $165,000 convertible promissory note maturing on November 16, 2021. The conversion price on the Note is fixed at.0171. TheCompany recorded a beneficial conversion feature of $106,765 upon the issuance of the Note and was immediately expensed in full.

 

(e) As of December 31, 2017 the Company had an outstanding convertiblenote payable of $61,000. During the year ended December 31, 2018, the Company entered into additional notes of $369,250. The convertiblenotes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to September 19, 2020, and areconvertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Companys common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share.

 

As of September 30, 2021, $73,204 of these notes due to one lenderare past due. This lender is associated with Golock and the Company is disputing the validity of this note. These notes are convertibleinto 16,981,339 shares of the Company’s common stock.

 

Summary

 

The Company considered the current FASB guidance of “Contractsin Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares)of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexedto the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount becausethey were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable.As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stockand characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that uponissuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair valueof the Notes and the remainder recorded as financing costs in the Consolidated Statement of Operations.

  

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NOTE 10 – DERIVATIVE LIABILITY

 

The FASB has issued authoritative guidance whereby instrumentswhich do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described inNote 6 were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or eventsor they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorizedand unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversionfeatures have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in valuereported in the statement of operations. As of September 30, 2021, and December 31, 2020, the derivative liabilities were valued usingprobability weighted option pricing models with the following assumptions:

 

Schedule of derivative liabilities fair value
		9/30/21				12/31/20
Exercise Price		$	0.00595-0.007140			$	0.00015–0.00018
Stock Price			.0121			$	0.0003
Risk-free interest rate			0.06	%			0.06	%
Expected volatility			204.20				236	%
Expected life (in years)			1.00				1.00
Expected dividend yield			0	%			0	%
Fair Value:		$	0			$	3,156,582

 

The risk-free interest rate was based on rates established bythe Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its commonstock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yieldwas based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future.

 

As of September 30, 2021 and supported by a legal opinion whichchallenged the original transactions as void and advised the Company not to process any conversion notices from Golock , the Company stoppedrecording the derivative liability on the Golock convertible notes.

 

NOTE 11 – STOCKHOLDERS’ DEFICIT

 

On July 2, 2019, the Company filed a Certificate of Amendment(the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”)with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000shares of Common Stock and 20,000,000 shares of Preferred Stock, of which, 5,000,000 were designated as Series A Convertible PreferredStock.

 

Common stock

 

The Company has authorized 2,000,000,000 shares of $0.0001 parvalue common stock. As of September 30, 2021, and December 31, 2020 there were 1,372,757,161 and 1,211,495,162 shares of common stockissued and outstanding, respectively.

 

During the reporting period, the Company agreed with an investorto terminate a common stock purchase agreement and cancellation of a common stock purchase warrant associated with the purchase agreement.The termination was not the result of any disagreement between the Company and the investor.

   

PreferredStock Series A

 

As of September 30, 2021, and December 31, 2020, the Company had20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,250,579 and 4,126,776 shares of Series A PreferredStock issued and outstanding, respectively.

 

On May 22, 2019, the Company authorized and designated aclass of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate ofDesignation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 restrictedshares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and toincentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferencesunder terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

 

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NOTE 11 – STOCKHOLDERS’ DEFICIT (continued)

 

PreferredStock Series A (continued)

 

Pursuant to the Series A Designation, each share of Series A PreferredStock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders shall be entitled to share amongdividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders shall vote withthe common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shallentitle the holder to cast 100 votes. The holders of the Series A Preferred Stock have no liquidation or redemption preference rightsbut get treated as common stockholders on an as converted basis.

 

The Company believes that the issuance of the Series A PreferredStock was exempt from the registration requirements under the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Actin that said transaction did not involve a public solicitation and said restricted shares were issued to only a small number of employeesand consultants with an ongoing relationship with the Company.

 

Warrants

 

No warrants were issued during the three ended September 30, 2021.

 

A summary of warrants is as follows:

 

Schedule of warrants
		Number				Weighted
		of				Average
		Warrants				Exercise
Balance outstanding, December 31, 2018			8,004,708				0.014
Warrants granted			15,800,319				.00475
Warrants exercised			-				-
Warrants expired or forfeited			-				-
Balance outstanding, December 31, 2019			23,805,027				0.079
Warrants granted			-				-
Warrants exercised			-				-
Balance outstanding, December 31, 2020			23,805,027				0.079
Warrants expired or forfeited			(8,004,708	)			-
Balance outstanding and exercisable, September 30, 2021			15,800,319			$	0.0079

 

Information relating to outstanding warrants on September 30,2021, summarized by exercise price, is as follows:

 

	Schedule of warrants outstanding and related prices
				Outstanding and Exercisable
										Weighted
Exercise Price Per										Average
Share				Shares				Life (Years)		Exercise Price
$	0.004750				15,800,319			2.08		$	0.00475

 

The weighted-average remaining contractual life of all warrantsoutstanding and exercisable on September 30, 2021 is 2.08 years. The outstanding and exercisable warrants outstanding on September 30,2021, had no intrinsic value.

 

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NOTE 12 – COMMITMENT AND CONTINGENCIES

 

Joint Venture Agreement – Music Reports, Inc.

 

On September 1, 2018, the Company entered into an initial jointventure (“JV”) agreement with Music Reports, Inc., (“MRI”). Music Reports (musicreports.com) will initially partnerwith VNUE to provide Performing Rights Organization (PRO) data to VNUE’s Soundstr MRT (music recognition technology) platform throughits extensive Songdex database, and will eventually work with VNUE to integrate automated direct licensing capability and royalty paymentand distribution into the Soundstr platform. The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fiftypercent (50%) of net revenue every quarter. As of September 30, 2021, no net revenue was generated from the JV.

 

Litigation

 

None

 

NOTE 13 – SUBSEQUENT EVENTS

 

During October and November 2021, the Company raised $355,884on its equity line of credit through the sale of 39,022,336 shares of its common stock at a price of approximately $.0912 per share.

 

 

Reportof Independent Registered Public Accounting Firm

 

Tothe shareholders and the board of directors of Stage It Corp.

 

Opinionon the Financial Statements

 

Wehave audited the accompanying consolidated balance sheets of Stage It Corp. as of December 31, 2020 and 2019, the related statements ofoperations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referredto as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the yearsthen ended, in conformity with accounting principles generally accepted in the United States.

 

SubstantialDoubt about the Company’s Ability to Continue as a Going Concern

 

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. Inaddition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’sability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basisfor Opinion

 

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federalsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditswe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Ouraudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesa reasonable basis for our opinion.

 

/S/BF Borgers CPA PC

 

BFBorgers CPA PC

 

Wehave served as the Company’s auditor since 2021

 

Lakewood,CO

February11, 2022

 

 

Stage ItCorp.

BalanceSheets

 

		December 31,				December 31,
		2020				2019
ASSETS
Current assets:
Cash and cash equivalents		$	281,003			$	88,457
Prepaid expense			-				1,288
Other assets			127,874				118,795
Total current assets			408,877				208,540
Fixed assets -net			62,912				-
Total assets		$	471,789			$	208,540
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	427,087			$	223,795
Accrued liabilities			1,785,861				699,914
Accrued interest			650,654				502,916
Accrued interest -related party			767,715				617,891
Notes payable			179,000				179,000
Convertible notes -related party			547,500				547,500
Convertible notes			315,000				315,000
Derivative liability			2,404,981				2,099,025
Total current liabilities			7,077,798				5,185,041
Total liabilities			7,077,798				5,185,041
Commitments and contingencies			-				-
Stockholders’ Equity:
Preferred Stock, Series A, $0.0001 par value, 400,000 shares authorized, 40,000 shares issued and outstanding as of December 31, 2020 and 2019			4				4
Preferred Stock, Series A-1, $0.0001 par value, 3,000,000 shares authorized, 246,543 shares issued and outstanding as of December 31, 2020 and 2019			25				25
Preferred Stock, Series A-2, $0.0001 par value, 2,000,000 shares authorized, 200,000 shares issued and outstanding as of December 31, 2020 and 2019			20				20
Preferred Stock, Series A-3, $0.0001 par value, 300,000 shares authorized, 196,522 shares issued and outstanding as of December 31, 2020 and 2019			20				20
Common stock, $0.0001 par value, 20,000,000 shares authorized, 972,614 shares issued and outstanding as of December 31, 2020 and 2019			97				97
Additional paid in capital			3,963,327				3,963,327
Accumulated deficit			(10,569,502	)			(8,939,994	)
Total stockholders’ equity			(6,606,009	)			(4,976,502	)
Total liabilities and equity		$	471,789			$	208,540

 

Theaccompanying notes are an integral part of the consolidated financial statements.

 

 

Stage ItCorp.

Statementsof Operations

 

		Year ended				Year ended
		December 31,				December 31,
		2020				2019
Revenue-net		$	890,846			$	(4,809	)
Operating expenses:
General and administrative expenses			231,340				51,764
Contractor expenses			455,028				1,805
Payroll expense			1,142,057				41,331
Legal and professional fees			88,411				-
Total operating expenses			1,916,836				94,900
Income(loss) from operations			(1,025,990	)			(99,709	)
Other income (expense)
Change in derivative liability			(305,956	)			(2,099,025	)
Interest expense			(297,562	)			(257,289	)
Other income (expense), net			(603,518	)			(2,356,314	)
Net loss			(1,629,508	)			(2,456,023	)
Basic and diluted earnings (loss) per common share		$	(1.68	)		$	(2.53	)
Weighted-average number of common shares outstanding:
Basic and diluted			972,614				972,614

 

Theaccompanying notes are an integral part of the consolidated financial statements.

 

 

Stage ItCorp.

Statementsof Cash Flows

 

		Year ended				Year ended
		December 31,				December 31,
		2020				2019
Cash flows from operating activities
Net loss		$	(1,629,508	)		$	(2,456,023	)
Depreciation			4,468				-
Change in balance sheet accounts
Prepaid expenses			1,288				(1,288	)
Other assets			(9,079	)			(21,834	)
Accounts payable			203,292				13,795
Accrued liabilities			1,085,947				98,529
Accrued interest			297,562				257,289
Derivative liability			305,956				2,099,025
Net cash provided by (used in) operating activities			259,926				(10,506	)
Cash flows from investing activities
Purchase of fixed assets			(67,380	)			-
Net cash used in investing activities			(67,380	)			-
Net increase (decrease) in cash and cash equivalents			192,546				(10,506	)
Cash and cash equivalents at beginning of period			88,457				98,963
Cash and cash equivalents at end of period		$	281,003			$	88,457
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

Theaccompanying notes are an integral part of the consolidated financial statements.

 

 

Stage ItCorp.

Statementsof Changes in Stockholders’ Equity

 

		Preferred Stock Series A								Preferred Stock Series A-1								Preferred Stock Series A-2								Preferred Stock Series A-3								Common Stock								Additional Paid in				Accumulated				Total Stockholders’
		Shares				Value				Shares				Value				Shares				Value				Shares				Value				Shares				Value				Capital				Deficit				Equity
Balance, December 31, 2018			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(6,483,971	)		$	(2,520,478	)
Net income (loss)			-				-				-				-				-				-				-				-				-				-				-				(2,456,023	)			(2,456,023	)
Balance, December 31, 2019			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(8,939,994	)		$	(4,976,501	)

 

		Preferred Stock Series A								Preferred Stock Series A-1								Preferred Stock Series A-2								Preferred Stock Series A-3								Common Stock								Additional Paid in				Accumulated				Stockholders’
		Shares				Value				Shares				Value				Shares				Value				Shares				Value				Shares				Value				Capital				Deficit				Equity
Balance, December 31, 2019			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(8,939,994	)		$	(4,976,501	)
Net income (loss)			-				-				-				-				-				-				-				-				-				-				-				(1,629,508	)			(1,629,508	)
Balance, December 31, 2020			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(10,569,502	)		$	(6,606,009	)

 

Theaccompanying notes are an integral part of the financial statements.

 

 

STAGEIT, CORP.

YEARSENDED DECEMBER 31, 2020 AND 2019

NOTESTO FINANCIAL STATEMENTS

 

NOTE1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Historyand Organization

 

StageIt Corp. (“Stage It”, or the “Company”) is a Delaware corporation formed in that operates an online venue forlive an interactive performances through its technology platform that enables content creators to perform and create ticketed events,and provides fans with an opportunity to watch live shows, and ask artists questions and request songs.

 

GoingConcern

 

Theaccompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlementof liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the yearended December 31, 2020 the Company incurred a net loss of $1,629,508, and had a stockholders’ deficit of $10,569,502 as of December31, 2020. In addition the Company had negative working capital of $6,668,922. These factors raise substantial doubt about the Company’sability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Companyto continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan.The Company does not have any commitments for additional capital. The financial statements do not include any adjustments that might benecessary if the Company is unable to continue as a going concern. As a result management has concluded that there substantial doubt aboutthe Company’s ability to continue as a going concern.

 

OnDecember 31, 2020, the Company had cash on hand of $281,033. Management estimates that the current funds on hand will be sufficient tocontinue operations through March 31, 2022. The continuation of the Company as a going concern is dependent upon its ability to obtainnecessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company hasbeen able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financingwill be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additionalfinancing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders,in the case of equity financing.

 

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NOTE2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

Basisof Presentation

 

Thefinancial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United Statesof America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2020 and 2019, the financialstatements include the accounts of the Company, Stage It. Corporation

 

RevenueRecognition

 

TheCompany recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts.ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes(1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement,(3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizingrevenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable thatthe Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

StageIt receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performingartist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however there are occasions when the profitsplit has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met.Since Stage It acts as agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs,merchant processing fees, bank services charges, license fees and the cost of production.

 

Useof Estimates

 

Thepreparation of the financial statements in conformity with accounting principles generally accepted in the U.S requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilitiesat the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates includethe assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potentialliabilities. Actual results could differ from these estimates.

 

FairValue of Financial Instruments

 

TheCompany determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received foran asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in anorderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize theuse of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs,of which the first two are considered observable and the last unobservable, to measure fair value:

 

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.
	●	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Thecarrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair valuesdue to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values becauseinterest rates on these obligations are based on prevailing market interest rates.

 

Thefair value of the derivative liabilities of $2,404,981 and $2,099,025 on December 31, 2020, and December 31, 2019, respectively, werevalued using Level 3 inputs.

 

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Propertyand Equipment

 

Propertyand equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-linemethod and is charged to operations over the estimated useful lives of the assets. The threshold for depreciating office equipment is$200, and $1,000 for furniture and fixtures Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulateddepreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is includedin results of operations. The estimated useful lives of property and equipment are as follows:

 

Schedule of estimated useful lives
Computers, software, and office equipment		3 years
Furniture and fixtures		7 years

 

Asof December 31, 2020 and 2019, the Company’s property, which consisted solely of computers, amounted to $62,912 and -0-, respectively.Depreciation expense for the years ended December 31, 2020 and 2019, amounted to $4,468 and $-0-, respectively.

 

DerivativeFinancial Instruments

 

TheCompany evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embeddedderivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recordedat its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluatedat the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current basedon whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

 

Income(Loss) per Common Share

 

Basicnet income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted netincome (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period.Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, which could occur if securities or othercontracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then sharedin the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later.In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised andthe proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutiveeffect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise priceof the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exerciseof stock options and, preferred stock and convertible notes. No dilutive potential shares of Common Stock were included in the computationof diluted net loss per share on December 31, 2020 and 2019, respectively, because their impact was anti-dilutive.

 

RecentlyIssued Accounting Pronouncements

 

TheCompany has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does notbelieve that there are any other new pronouncements that have been issued that might have a material impact on its financial positionor results of operations.

 

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NOTE3 – RELATED PARTY TRANSACTIONS

 

TheCompany entered into several convertible promissory notes in 2013, 2014 and 2015 with Evan Lowenstein the company founder and Director,Jaron Lowenstein the brother of Evan, Chuck Lowenstein the father of Evan. The company also entered into several convertible promissorynotes with Robert Jennings over the same period who is a Stage It Director. These notes were issued to fund the early growth of the Company.The notes were issued at 18% interest compound annually and can only convert to common stock upon the occurrence of a qualified funding,which has not occurred. As of December 31, 2020 and 2019 the balance of convertibles notes due to related parties was $547,500 and $547,500respectively, and the accrued interest on December 31, 2020 and 2019, was $767,715 and $617,891.

 

NOTE4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accountspayables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other considerationexpected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability.

 

Thefollowing table sets forth the components of the Company’s accrued liabilities on December 31, 2020, and December 31, 2019.

 

Schedule of accounts payable and accrued liabilities
		December 31, 2020				December 31, 2019
Accounts payable		$	427,086			$	223,795
Accrued liabilities (a)(b)			1,785,861				699,914
Accrued interest			650,654				502,916
Accrued interest- related parties			767,715				617,891
Total accounts payable and accrued liabilities		$	2,404,981			$	2,044,516

 

 

(a)	Includes $946,537 in liabilities due to artists and $791,172 in unredeemed outstanding notes purchased by users as of December 31, 2020
(b)	Includes $398,729 in liabilities due to artists and $297,795 in unredeemed outstanding notes purchased by users as of December 31, 2019

 

NOTE5 – NOTES PAYABLE -PAST DUE

 

Asof December 31, 2020 and 2019 the Company had $179,000 in promissory notes, $547,500 in convertible notes due to related party, and $315,000in notes payable all of which were outstanding and past due. All of the notes are at 18% compound interest except for $275,000 in convertiblenotes due to related parties which are 10% compound interest.

 

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NOTE6 – DERIVATIVE LIABILITY

 

TheFASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments.The conversion prices of the Notes described in Note 3 were not a fixed amount because they were either subject to an adjustment basedon the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Companyis unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with theFASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end ofevery reporting period with the change in value reported in the statement of operations. As of December 31, 2020 and 2019, the derivativeliabilities were valued using probability weighted option pricing models with the following assumptions:

 

 

 

Schedule of derivative liabilities
		December 31, 2020				December 31, 2019
Exercise Price		$	1.19			$	1.19
Stock Price			1.59			$	1.59
Risk-free interest rate			0.10	%			2.54	%
Expected volatility			94.55	%			147.95	%
Expected life (in years)			1.00				1.00
Expected dividend yield			0	%			0	%
Fair Value:		$	2,404,981			$	2,099,025

 

Therisk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of itscommon stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was basedon the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividendsin the past and does not expect to pay dividends in the future.

 

NOTE7 – STOCKHOLDERS’ DEFICIT

 

Commonstock

 

TheCompany has authorized 20,000,000 shares of $0.001 par value common stock. As of December 31, 2020 and December 31, 2019 there were 972,614shares of common stock issued and outstanding.

 

Preferredstock

 

Asof December 31, 2020 and December 19, 2020, the Company had four classes of non-redeemable Preferred stock $0.0001 Preferred A, PreferredA-1, Preferred A-2, and Preferred A-3, all with a par value of $0.0001. The number of Preferred Shares authorized and issued and outstandingare as follows:

 

PreferredA 400,000 shares authorized, 40,000 shares issued and outstanding

 

PreferredA-1 3,000,000 shares authorized, 246,543 shares issued and outstanding

 

PreferredA-2 2,000,000 shares authorized, 200,000 shares issued and outstanding

 

PreferredA-3 300,000 shares authorized, 196,522 shares issued and outstanding

 

Eachshare of preferred stock is convertible to common stock on a 1 for 1 basis

 

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NOTE8 – COMMITMENT AND CONTINGENCIES

 

TheCompany had no commitments or contingencies as of December 31, 2020 and 2019, respectively

 

NOTE9 – SUBSEQUENT EVENTS

 

Subsequentto December 31, 2020 the Company received $700,922 in proceeds comprised of a promissory loan for $250,000 at 15% interest, advances fromVNUE of $35,000 and $415,922 under the terms of revenue factoring agreement with three different lenders at an average rate of _____%

 

OnFebruary ______, 2022, the Company entered into an agreement with VNUE, Inc. to sell 100% of the ownership of the Company in a $10,000,000stock transaction comprised of approximately $1,500,000 in cash and up to $8,500,000 in restricted VNUE common stock, some of which ismilestone based.

 

 

Stage ItCorp.

BalanceSheets

(Unaudited)

 

		September 30,				December 31,
		2021				2020
ASSETS
Current assets:
Cash and cash equivalents		$	69,342			$	281,003
Prepaid expense			1,854				-
Other assets			-				127,874
Total current assets			71,196				408,877
Fixed assets -net			60,303				62,912
Total assets			131,499			$	471,789
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	599,817			$	427,087
Accrued liabilities			2,313,671				1,785,861
Accrued interest			840,197				650,654
Accrued interest -related party			893,632				767,715
Notes payable			879,922				179,000
Convertible notes -related party			547,500				547,500
Convertible notes			315,000				315,000
Derivative liability			2,670,163				2,404,981
Total current liabilities			9,059,902				7,077,798
Total liabilities			9,059,902				7,077,798
Commitments and contingencies							-
Stockholders’ Equity:
Preferred Stock, Series A, $0.0001 par value, 400,000 shares authorized, 40,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020			4				4
Preferred Stock, Series A-1, $0.0001 par value, 3,000,000 shares authorized, 246,543 shares issued and outstanding as of September 30, 2021 and December 31, 2020			25				25
Preferred Stock, Series A-2, $0.0001 par value, 2,000,000 shares authorized, 200,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020			20				20
Preferred Stock, Series A-3, $0.0001 par value, 300,000 shares authorized, 196,522 shares issued and outstanding as of September 30, 2021 and December 31, 2020			20				20
Common stock, $0.0001 par value, 20,000,000 shares authorized, 972,614 shares issued and outstanding as of September 30, 2021 and December 31, 2020			97				97
Additional paid in capital			4,454,592				3,963,327
Accumulated deficit			(13,383,161	)			(10,569,502	)
Total stockholders’ equity			(8,928,404	)			(6,606,009	)
Total liabilities and equity		$	131,499			$	471,789

 

Theaccompanying notes are an integral part of the consolidated financial statements.

 

 

Stage ItCorp.

Statementsof Operations

(Unaudited)

 

		Nine months ended				Nine months ended
		September 30,				September 30,
		2021				2020
Revenue-net		$	313,811			$	895,145
Operating expenses:
General and administrative expenses			212,728				122,032
Contractor expenses			259,686				242,963
Payroll expense			1,320,436				658,317
Stock-based compensation			491,265				-
Legal and professional fees			114,150				36,365
Total operating expenses			2,398,265				1,059,677
Income(loss) from operations			(2,084,454	)			(164,532	)
Other income (expense)
Change in derivative liability			(265,182	)			(229,467	)
Interest expense			(464,023	)			(223,172	)
Other income (expense), net			(729,205	)			(452,639	)
Net loss			(2,813,659	)			(617,171	)
Basic and diluted earnings (loss) per common share		$	(2.89	)		$	(0.63	)
Weighted-average number of common shares outstanding:
Basic and diluted			972,614				972,614

 

Theaccompanying notes are an integral part of the consolidated financial statements.

 

 

Stage ItCorp.

Statementsof Cash Flows

(Unaudited)

 

		Nine months ended				Nine months ended
		September 30,				September 30,
		2021				2020
Cash flows from operating activities
Net loss		$	(2,813,659	)		$	(617,171	)
Depreciation			17,767				-
Stock based compensation			491,265
Change in balance sheet accounts
Prepaid expenses			(1,854	)			(2,480	)
Other assets			127,874				(75,038	)
Accounts payable			172,729				195,210
Accrued liabilities			527,811				729,760
Accrued interest			315,460				223,172
Derivative liability			265,182				229,467
Net cash provided by (used in) operating activities			(897,425	)			682,920
Cash flows from investing activities
Purchase of fixed assets			(15,157	)			(21,789	)
Net cash used in investing activities			(15,157	)			(21,789	)
Cash flows from financing activities:
Proceeds from notes payable			700,922				-
Net cash provided by (used in) financing activities			700,922				-
Net increase (decrease) in cash and cash equivalents			(211,660	)			661,131
Cash and cash equivalents at beginning of period			281,003				88,457
Cash and cash equivalents at end of period		$	69,342			$	749,588
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

Theaccompanying notes are an integral part of the consolidated financial statements.

 

 

Stage ItCorp.

Statementsof Changes in Stockholders’ Equity

(Unaudited)

 

		Preferred Stock Series A								Preferred Stock Series A-1								Preferred Stock Series A-2								Preferred Stock Series A-3								Common Stock								Additional Paid in				Accumulated				Total Stockholders’
		Shares				Value				Shares				Value				Shares				Value				Shares				Value				Shares				Value				Capital				Deficit				Equity
Balance, December 31, 2019			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(8,939,994	)		$	(4,976,501	)
Net income (loss)			-				-				-				-				-				-				-				-				-				-				-			$	(617,171	)		$	(617,171	)
Balance, September 30, 2020			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(9,557,166	)		$	(5,593,672	)

 

		Preferred Stock Series A								Preferred Stock Series A-1								Preferred Stock Series A-2								Preferred Stock Series A-3								Common Stock								Additional Paid in				Accumulated				Stockholders’
		Shares				Value				Shares				Value				Shares				Value				Shares				Value				Shares				Value				Capital				Deficit				Equity
Balance, December 31, 2020			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	3,963,327			$	(10,569,502	)		$	(6,606,009	)
Net income (loss)			-				-				-				-				-				-				-				-				-				-				-				(2,813,659	)			(2,813,659	)
Stock based compensation																																											491,265								491,265
Balance, September 30, 2021			40,000			$	4				246,543			$	25				200,000			$	20				196,522			$	20				972,614			$	97			$	4,454,592			$	(13,383,162	)		$	(8,928,404	)

 

Theaccompanying notes are an integral part of the financial statements.

 

 

STAGEIT CORP.

UNAUDITEDNOTES TO FINANCIAL STATEMENTS

FORTHE NINE MONTHE ENDED SEPTEMBER 30, 2021 AND 2020

 

NOTE1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Historyand Organization

 

StageIt Corp. (“Stage It”, or the “Company”) is a Delaware corporation formed in that operates an online venue forlive an interactive performances through its technology platform that enables content creators to perform and create ticketed events,and provides fans with an opportunity to watch live shows, and ask artists questions and request songs.

 

GoingConcern

 

Theaccompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlementof liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the ninemonths ended September 30, 2021 the Company incurred a net loss of $2,813,659 and had a stockholders’ deficit of $13,383,161 asof September 30, 2021. In addition the Company had negative working capital of $8,988,706 These factors raise substantial doubt aboutthe Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. Theability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implementits business plan. The Company does not have any commitments for additional capital. The financial statements do not include any adjustmentsthat might be necessary if the Company is unable to continue as a going concern. As a result management has concluded that there substantialdoubt about the Company’s ability to continue as a going concern.

 

OnAs of September 30, 2021, the Company had cash on hand of $69,342. Management estimates that the current funds on hand will be sufficientto continue operations through March 31, 2022. The continuation of the Company as a going concern is dependent upon its ability to obtainnecessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company hasbeen able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financingwill be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additionalfinancing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders,in the case of equity financing.

 

NOTE2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

Basisof Presentation

 

Thefinancial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United Statesof America (“U.S. GAAP”) and are expressed in United States dollars. For the periods ended September 30, 2021 and December31, 2020 the financial statements include the accounts of the Company, Stage It. Corporation.

 

RevenueRecognition

 

TheCompany recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts.ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes(1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement,(3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizingrevenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable thatthe Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

StageIt receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performingartist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains20% of the revenue as an agent and the artist receives 80% of the revenue as the performer, however there are occasions when the profitsplit has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met.Since Stage It acts as agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs,merchant processing fees, bank services charges, license fees and the cost of production.

 

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Useof Estimates

 

Thepreparation of the financial statements in conformity with accounting principles generally accepted in the U.S requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilitiesat the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates includethe assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potentialliabilities. Actual results could differ from these estimates.

 

Management’sRepresentation of Interim Financial Statements

 

Theaccompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of theSecurities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annualfinancial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance withaccounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rulesand regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financialstatements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial positionand results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative ofresults for a full year. These financial statements should be read in conjunction with the audited financial statements and notes theretoat December 31, 2020.

 

FairValue of Financial Instruments

 

TheCompany determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received foran asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in anorderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize theuse of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs,of which the first two are considered observable and the last unobservable, to measure fair value:

 

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.
	●	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Thecarrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair valuesdue to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values becauseinterest rates on these obligations are based on prevailing market interest rates.

 

Thefair value of the derivative liabilities of $2,670,163 and $2,404,091 on September 30, 2021, and December 31, 2020, respectively, werevalued using Level 3 inputs.

 

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Propertyand Equipment

 

Propertyand equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-linemethod and is charged to operations over the estimated useful lives of the assets. The threshold for depreciating office equipment is$200, and $1,000 for furniture and fixtures Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulateddepreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is includedin results of operations. The estimated useful lives of property and equipment are as follows:

 

Schedule of estimated useful lives
Computers, software, and office equipment		3 years
Furniture and fixtures		7 years

 

Asof September 30, 2021 and December 31, 2020 the Company’s property which consisted solely of computers amounted to $60,303 and $62,912,respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020, amounted to $17,767 and $-0-, respectively.

 

DerivativeFinancial Instruments

 

TheCompany evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embeddedderivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recordedat its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluatedat the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current basedon whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

 

Income(Loss) per Common Share

 

Basicnet income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted netincome (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period.Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or othercontracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then sharedin the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later.In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised andthe proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutiveeffect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise priceof the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exerciseof stock options and, preferred stock and convertible notes. No dilutive potential shares of Common Stock were included in the computationof diluted net loss per share on September 30, 2021 and December 31, 2020 respectively, because their impact was anti-dilutive.

 

RecentlyIssued Accounting Pronouncements

 

TheCompany has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does notbelieve that there are any other new pronouncements that have been issued that might have a material impact on its financial positionor results of operations.

 

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NOTE3 – RELATED PARTY TRANSACTIONS

 

TheCompany entered into several convertible promissory notes in 2013, 2014 and 2015 with Evan Lowenstein the company founder and Director,Jaron Lowenstein the brother of Evan, Chuck Lowenstein the father of Evan. The Company also entered into several convertible promissorynotes with Robert Jennings over the same period who is a Stage It Director. These notes were issued to fund the early growth of the Company.The notes were issued at 18% interest compound annually and can only convert to common stock upon the occurrence of a qualified funding,which has not occurred. As of September 30, 2021 and December 31, 2020 the balance of convertibles notes due to related parties was $547,500and $547,500 respectively, and the accrued interest on September 30 2021 and December 31, 2020, was $893,632 and $767,515, respectively.

 

NOTE4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accountspayables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other considerationexpected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability.

 

Thefollowing table sets forth the components of the Company’s accrued liabilities on September 30, 2021, and December 31, 2020.

 

Schedule of accounts payable and accrued liabilities
		September 30, 2021				December 31, 2020
Accounts payable		$	599,817			$	427,086
Accrued liabilities (a)(b)			2,313,671				1,785,861
Accrued interest			840,197				650,654
Accrued interest- related parties			893,632				767,715
Total accounts payable and accrued liabilities		$	4,647,317			$	2,404,981

 

 

(a)	Includes $887,120 in liabilities due to artists, $846,477 in unredeemed outstanding notes purchased by users, and $376,703 in payroll liabilities as of September 30, 2021
(b)	Includes $946,537 in liabilities due to artists and $781,172 in unredeemed outstanding notes purchased by users as of December 31, 2020

 

NOTE5 – NOTES PAYABLE

 

Thefollowing table sets forth the components of the Company’s notes payable on September 30, 2021, and December 31, 2020.

 

Schedule of notes payable
		September 30, 2021				December 31, 2020
Notes payable (a)		$	879,722			$	179,000
Convertible notes related party-past due (b)			547,500				547,500
Convertible notes-past due (b)			315,000				315,000
Total notes payable		$	1,742,422			$	1,041,500

 

 

(a)	Notes payable are comprised of a note for $179,000 at 15% interest in both period that is past due, a promissory note for $250,000 at 15% interest, advances of $35,000, and $415,922 in loans under the terms of revenue factoring agreement with three different lenders at an average rate of _____%
(b)	The Company entered into several convertible promissory notes in 2013, 2014 and 2015 with several related parties (see Note 3) and third parties. These notes were issued to fund the early growth of the Company. The notes were issued at 18% interest compound annually and can only convert to common stock upon the occurrence of a qualified funding, which has not occurred

 

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NOTE6 – DERIVATIVE LIABILITY

 

TheFASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments.The conversion prices of the Notes described in Note 3 were not a fixed amount because they were either subject to an adjustment basedon the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Companyis unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with theFASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end ofevery reporting period with the change in value reported in the statement of operations. As of September 30, 2021 and December 31, 2020the derivative liabilities were valued using probability weighted option pricing models with the following assumptions:

 

Schedule of derivative liabilities
		September 30, 2021				December 31, 2020
Exercise Price		$	1.19			$	1.19
Stock Price		$	1.59			$	1.59
Risk-free interest rate			0.04	%			0.10	%
Expected volatility			110.45	%			94.55	%
Expected life (in years)			1.00				1.00
Expected dividend yield			0	%			0	%
Fair Value:		$	2,670,162			$	2,404,981

 

Therisk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of itscommon stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was basedon the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividendsin the past and does not expect to pay dividends in the future.

 

NOTE7 – STOCKHOLDERS’ DEFICIT

 

Commonstock

 

TheCompany has authorized 20,000,000 shares of $0.001 par value common stock. As of September 30, 2021 and December 31, 2020 there were 972,614shares of common stock issued and outstanding.

 

Preferredstock

 

Asof September 30, 2021 and December 31, 2021, the Company had four classes of non-redeemable Preferred stock $0.0001 Preferred A, PreferredA-1, Preferred A-2, and Preferred A-3, all with a par value of $0.0001. The number of Preferred Shares authorized and issued and outstandingare as follows:

 

PreferredA 400,000 shares authorized, 40,000 shares issued and outstanding

 

PreferredA-1 3,000,000 shares authorized, 246,543 shares issued and outstanding

 

PreferredA-2 2,000,000 shares authorized, 200,000 shares issued and outstanding

 

PreferredA-3 300,000 shares authorized, 196,522 shares issued and outstanding

 

Eachshare of preferred stock is convertible to common stock on a 1 for 1 basis

 

F-54

Table of Contents

 

NOTE8 – COMMITMENT AND CONTINGENCIES

 

TheCompany had no commitments or contingencies as of September 30, 2021 and December 31, 2020, respectively

 

NOTE9 – SUBSEQUENT EVENTS

 

Subsequentto September 30, 2021 the Company received ___________ in proceeds comprised of a

 

OnFebruary 13, 2022, the Company entered into an agreement with VNUE, Inc. to sell 100%of the ownership of the Company in a $10,000,000 stocktransaction comprised of approximately $1,500,000in cash and up to $8,500,000in restricted VNUE common stock, some of which is milestone based.

 

 

VNUE,Inc. and Stage It Corp.
Unaudited Proforma Consolidated Balance Sheets

Forthe Year Ended December 31, 2020

 

		VNUE, Inc.				Stage It Corp.									Consolidated
		December 31,				December 31,					Acquisition				December 31,
		2020				2020					Entries				2020
Assets
Current Assets:
Cash		$	4,458			$	281,003								$	285,461
Accounts receivable -net			-													-
Prepaid expenses			100,000													100,000
Other assets			-				127,874									127,874
Total current assets			104,458				408,877					-				513,335
Property and equipment, net			-				62,912									62,912
Goodwill			-				-		(a)(b)(c)			9,536,260				9,536,260
Intangible Assets			-				-		(c)(d)			1,589,377				1,589,377
Total Assets		$	104,458			$	471,789				$	11,125,637			$	11,701,884
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable and accrued liabilities		$	2,994,725				2,212,948								$	5,207,673
Accrued payroll officer			209,750				-					-				209,750
Accrued interest							650,654		(a)			(650,654	)			-
Accrued interest related party							767,715		(a)			(767,715	)			-
Notes payable			34,000				179,000		(a)							213,000
Convertible notes			1,956,922				315,000		(a)			(315,000	)			1,956,922
Convertible notes related party			-				547,500		(a)			(547,500	)			-
Derivative liability			3,156,582				2,404,981		(a)			(2,404,981	)			3,156,582
Total Current Liabilities			8,351,979				7,077,798					(4,685,850	)			10,743,927
Total liabilities			8,351,979				7,077,798					(4,685,850	)			10,743,927
Commitments and Contingencies			-				-					-				-
Stockholders’ Equity
Common stock			121,149				97		(a)(b)			23,403				144,649
Series A preferred stock			413				4		(a)(b)			(4	)			413
Series A-1 preferred stock							25		(a)(b)			(25	)			-
Series A-2 preferred stock							20		(a)(b)			(20	)			-
Series A-3 preferred stock							20		(a)(b)			(20	)			-
Additional Paid-In Capital			8,386,593				3,963,327		(a)(b)			6,013,339				18,363,259
Accumulated Deficit			(16,755,676	)			(10,569,502	)	(a)(b)(d)			9,774,813				(17,550,364	)
Total Stockholders’ Equity			(8,247,521	)			(6,606,009	)				15,811,487				957,957
Total Liabilities and Stockholders’ Equity		$	104,458			$	471,789				$	11,125,637			$	11,701,884

 

Notes
(a)	To record acquisition purchase price of $10,000,000 comprised of $1,500,000 in cash and up to $8,500,000 of common stock based upon certain acquisition performance milestone being achieved. Additionally, the amount of liabilities assumed by the Company at closing will be capped at $3,000,000. For the purposes of the proforma analysis, it is estimated that all of performance milestones will be achieved. The acquisition consideration of $1,500,000 was raised by selling common stock at a price of approximately $0.01 per share and the $8,500,000 is estimated to issued at an average price of $0.15. Addtionally,80% of the acquisition consideration paid was allocated to goodwill and 20% was allocated to intangible assets with an expected amortization period of 3 years.
	These estimates will be subject to further analysis and adjustment by the Company as it completes its acquisition accounting
(b)	To cancel and reclass the capital structure of Stage It
(c)	To record intangible assets at 20% of goodwill
(d)	To record amortization expense based on a three year life

 

 

VNUE,Inc. and Stage It Corp.

UnauditedProforma Consolidated Statements of Operations

Forthe Year Ended December 31, 2020

 

		VNUE, Inc.				Stage It Corp.									Consolidated
		December 31,				December 31,					Acquisition				December 31,
		2020				2020					Entries				2021
Revenue-net		$	22,474			$	890,846								$	913,320
Cost of Sales			8,509													8,509
Gross Profit			13,965				890,846									904,811
Operating expenses
Amortization of intangible assets			-				-		(a)			794,688				794,688
General and administrative expenses			601,022				231,340									832,362
Contractor expenses			-				455,028									455,028
Payroll expense			-				1,142,057									1,142,057
Legal and professional fees			-				88,411									88,411
Total operating expenses			601,022				1,916,836					794,688				3,312,547
Loss from operations			(587,058	)			(1,025,990	)				(794,688	)			(2,407,737	)
Other income (expense)
Loss on the extinguishment of debt			(263,609	)
Change in the fair value of derivative liability			(2,234,073	)			(305,956	)
Interest expense			(1,469,037	)			(297,562	)								(1,766,599	)
Total other income			(3,966,719	)			(603,518	)								(4,570,237	)
Net loss		$	(4,553,777	)			(1,629,508	)				(794,688	)			(6,977,974	)
Basic and fully diluted loss per share		$	(0.00	)		$	(1.68	)							$	(0.01	)
Weighted average number of shares outstanding			1,135,193,463				972,614		(b)			234,027,386				1,369,220,849

 

(a)	To record amortization expense of intangible assets
(b)	To adjust share count to reflect potential shares issuance based on Company estimated avg. share price at the time of issuance

 

 

VNUE,Inc. and Stage It Corp.

UnauditedProforma Consolidated Balance Sheets

Forthe Nine Months Ended September 30, 2021

 

		VNUE, Inc.				Stage It Corp.									Consolidated
		September 30,				September 30,					Acquisition				September 30,
		2021				2021					Entries				2021
Assets
Current Assets:
Cash		$	207,921			$	69,342								$	277,263
Prepaid expenses			295,000				1,854									296,854
Total current Assets			502,921				71,196					-				574,117
Property and equipment, net							60,303									60,303
Goodwill			-				-		(a)(b)(c)			11,080,958				11,080,958
Intangible assets			-				-		(c)(d)			2,077,680				2,077,680
Total Assets		$	502,921			$	131,499				$	13,158,638			$	13,793,057
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable and accrued liabilities		$	1,456,842			$	2,913,488								$	4,370,330
Accrued payroll officer			250,470				-									250,470
Accrued interest			-				840,197		(a)			(840,197	)			-
Accrued interest related party			-				893,632		(a)			(893,632	)			-
Notes payable			879,157				879,922		(a)			(793,410	)			965,669
Convertible notes			635,714				315,000		(a)			(315,000	)			635,714
Convertible notes related party			-				547,500		(a)			(547,500	)			-
Derivative liability			-				2,670,163		(a)			(2,670,163	)			-
Total Current Liabilities			3,222,183				9,059,902					(6,059,902	)			6,222,183
Total liabilities			3,222,183				9,059,902					(6,059,902	)			6,222,183
Commitments and Contingencies			-				-					-				-
Stockholders’ Equity
Common stock			137,275				97		(a)(b)			23,403				160,775
Series A preferred stock			425				4		(a)(b)			(4	)			425
Series A-1 preferred stock							25		(a)(b)			(25	)			-
Series A-2 preferred stock							20		(a)(b)			(20	)			-
Series A-3 preferred stock							20		(a)(b)			(20	)			(0	)
Additional Paid-In Capital			10,548,671				4,454,592		(a)(b)			6,504,604				21,507,867
Accumulated Deficit			(13,405,633	)			(13,383,161	)	(a)(b)(d)			12,690,601				(14,098,193	)
Total Stockholders’ Equity			(2,719,262	)			(8,928,403	)				19,218,539				7,570,874
Total Liabilities and Stockholders’ Equity		$	502,921			$	131,499				$	13,158,637			$	13,793,057

 

Notes
(a)	To record acquisition purchase price of $10,000,000 comprised of $1,500,000 in cash and up to $8,500,000 of common stock based upon certain acquisition performance milestone being achieved. Additionally, the amount of liabilities assumed by the Company at closing will be capped at $3,000,000. For the purposes of the proforma analysis, it is estimated that all of performance milestones will be achieved. The acquisition consideration of $1,500,000 was raised by selling common stock at a price of approximately $0.01 per share and the $8,500,000 is estimated to issued at an average price of $0.15. Addtionally,80% of the acquisition consideration paid was allocated to goodwill and 20% was allocated to intangible assets with an expected amortization period of 3 years.
	These estimates will be subject to further analysis and adjustment by the Company as it completes its acquisition accounting
(b)	To cancel and reclass the capital structure of Stage It
(c)	To record intangible assets at 20% of goodwill
(d)	To record amortization expense based on a three year life

 

 

VNUE,Inc. and Stage It Corp.

UnauditedProforma Consolidated Statements of Operations

Forthe Nine Months Ended September 30, 2021

 

		VNUE, Inc.				Stage It Corp.									Consolidated
		September 30,				September 30,					Acquisition				September 30,
		2021				2021					Entries				2021
Revenue-net		$	9,295			$	313,811								$	323,106
Cost of Sales			5,446													5,446
Gross Profit			3,849				313,811									317,660
Operating expenses
Amortization of intangible assets									(a)			692,560				692,560
General and administrative expenses			614,796				212,728									827,524
Contractor expenses							259,686									259,686
Payroll expense							1,320,436									1,320,436
Stock-based compensation							491,265									491,265
Legal and professional fees							114,150									114,150
Total operating expenses			614,796				2,398,265					692,560				3,705,621
Loss from operations			(610,947	)			(2,084,454	)				(692,560	)			(3,387,961	)
																-
Other income (expense)																-
Other income			1,172,781													1,172,781
Loss on the extinguishment of debt			(288,146	)												(288,146	)
Change in the fair value of derivative liability			3,156,582				(265,182	)								2,891,400
Interest expense			(80,227	)			(464,023	)								(544,250	)
Total other income			3,960,990				(729,205	)								3,231,785
Net loss		$	3,350,043			$	(2,813,659	)				(692,560	)			(156,176	)
																-
Basic and fully diluted loss per share		$	(0.00	)		$	(2.89	)							$	(0.00	)
Weighted average number of shares outstanding			1,266,155,076				972,614		(b)			234,027,386				1,500,182,462

 

(a)	To record amortization expense of intangible assets
(b)	To adjust share count to reflect potential shares issuance based on Company estimated avg. share price at the time of issuance

 

 

 

 

 

 

 

VNUE,INC.

 

400,000,000Shares of Common Stock

 

 

 

PROSPECTUS

 

 

 

February14, 2022

 

 

 

 

 

 

PART II

INFORMATIONNOT REQUIRED IN PROSPECTUS

 

Item13. Other Expenses of Issuance and Distribution

 

Thefollowing table sets forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distributionof the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee.

 

SEC Registration Fee		$	370.80
Legal Fees and Expenses		$	10,000
Accounting Fees and Expenses		$	10,000
Miscellaneous		$	0
Total		$	20,370

 

Item14. Indemnification of Directors and Officers

 

TheNevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damagesfor breaches of directors’ fiduciary duties as directors. Our bylaws include provisions that require the company to indemnify ourdirectors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorizedto carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities.Our articles of incorporation do not contain any limiting language regarding director immunity from liability.

 

Thelimitation of liability and indemnification provisions under the Nevada Revise Statutes and our bylaws may discourage stockholders frombringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihoodof derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and ourstockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary reliefsuch as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alterthe liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that,in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnificationprovisions.

 

Item15. Recent Sales of Unregistered Securities

 

Thesales and issuances of the securities described below were made pursuant to the exemptions from registration contained in to Section4(a)(2) of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intentionto acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriatelegends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser wasgiven adequate access to sufficient information about us to make an informed investment decision. Except as described in this prospectus,none of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

 

Duringthe three months ended September 30, 2021, the Company sold 86,066,825 common shares pursuant at a price of $0.00912 pursuant to theterms of its ELOC and raised $784,929 in gross proceeds.

 

Duringthe year ended December 31, 2020, the Company entered into the following transactions:

 

	●	Issued 500,000 shares to pay for services valued at $150.00.
	●	Issued 17,539,543 shares valued at $11,084 to pay interest expense.
	●	Issued 422,572,017 shares upon the conversion of convertible notes resulting in a paydown of $56,466 and a loss of $263,609 on the extinguishment of debt.
	●	Issued $453,708 in convertible notes with a fixed conversion price of $0.001 if a qualified offering occurs.

   

These securities were issuedpursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquirethe securities for investment only and not with a view towards distribution. The investors were given adequate information about us tomake an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent toissue the stock certificates with the appropriate restrictive legend affixed to the restricted stock. 

 

 

Item16. Exhibits and Financial Statement Schedules

 

Exhibit Number		Description of Document
2.1		Agreement and Plan of Merger(7)
3.1		Articles of Incorporation(1)
3.2		Amendment to Articles of Incorporation(2)
3.3		Bylaws(2)
3.4		Certificate of Designation Series A Preferred Stock(5)
3.5		Certificate of Designation Series B Preferred Stock(6)
4.1		2012 Stock Incentive Plan(3)
4.2		Common Stock Purchase Warrant, dated January 3, 2022(6)
5.1*		Opinion of The Doney Law Firm
10.1 * *		License Agreement by and between VNUE, Inc. and RockHouse Media Productions, Inc., dated July 10, 2017(4)
10.2* *		Experimental Joint Venture and Development Agreement by and between VNUE, Inc. and Music Reports, Inc., dated September 1, 2018
10.3* *		Bill of Sale and Assignment and Assumption Agreement by and between VNUE, Inc. and MusicPlay Analytics, LLC (d/b/a Soundstr, LLC) dated April 23, 2018
10.4* *		Promissory Note dated as of November 13, 2017 in the original principal Amount of $36,750 issued to GoLock Capital, LLC
10.5* *		Promissory Note dated as of February 2, 2018 in the original principal Amount of $40,000 issued to GoLock Capital, LLC
10.6* *		Promissory Note dated as of September 1, 2018 in the original principal Amount of $105,000 issued to GoLock Capital, LLC
10.7* *		Promissory Note dated January 11, 2021 in the original principal amount of $50,000 issued to Jeffery Baggett
10.8* *		Promissory Note dated February 16, 2021 in the original principal amount of $165,000 issued to GHS Investments, LLC
10.9* *		Conversion and Cancellation of Debt Agreement by and between VNUE, Inc. and Jeffery Baggett, dated June 11, 2021
10.10* *		Amendment to Original Secured Convertible Promissory Note issued to YLimit, LLC dated January 15, 2021
10.11* *		Conversion and Cancellation of Debt Agreement by and between VNUE, Inc. and YLimit, LLC, dated May 17, 2021
10.12* *		Form of Artist Agreement by and between VNUE, Inc. and Artist dated January 9, 2020
10.13* *		Securities Purchase Agreement by and between VNUE, Inc. and GHS Investments, LLC, dated June 21, 2021
10.14		Securities Purchase Agreement by and between VNUE Inc. and GHS Investments, LLC, dated January 3, 2022(6)
21.1* *		List of subsidiaries of VNUE, Inc.
23.1*		Consent of BF Borgers CPA PC
107*		Filing Fee Table

 

*

Filed herein

**

Incorporated by reference to Registration Statement on Form S-1 filed June 23, 2021

 

(1)	Included as an exhibit with our Form SB-2 filed October 13, 2006.
(2)	Included as an exhibit with our Form 8-K filed February 1, 2011.
(3)	Included as an exhibit with our Form 8-K filed April 11, 2013.
(4)	Included as an exhibit with our Form 8-K filed on July 14, 2017.
(5)	Included as an exhibit with our Form 8-K filed on June 26, 2019.
(6)	Included as an exhibit with our Form 8-K filed on January 6, 2022.

(7)	Included as an exhibit with our Form 8-K filed on February 14, 2022.

 

 

Item17. Undertakings

 

(a)

The undersigned registrant hereby undertakes:

 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volumeand price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of RegistrationFee” table in the effective registration statement; and

 

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement;

 

provided,however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included ina post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant tosection 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the terminationof the offering.

 

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) aspart of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectusesfiled in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is firstused after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of theregistration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectusthat is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersedeor modify any statement that was made in the registration statement or prospectus that was part of the registration statement or madein any such document immediately prior to such date of first use; and

 

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distributionof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuantto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securitiesare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller tothe purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to bythe undersigned registrant;

 

 

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

 

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(6)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filingof the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities ExchangeAct of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relatingto the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offeringthereof.

 

(7)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of theSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expensesincurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unlessin the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction thequestion whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed bythe final adjudication of such issue.

 

 

SIGNATURES

 

Pursuantto the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalfby the undersigned, thereunto duly authorized, thereunto duly authorized in the City of New York, State of New York on February 14, 2022.

 

	VNUE, INC.
Date: February 14, 2022	By:	/s/ Zach Bair
		Zach Bair
		Chief Executive Officer
		(Principal Executive Officer)

 

Pursuantto the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacitiesand on the dates indicated.

 

Signature		Title		Date
/s/ Zach Bair		Chairman, Chief Executive Officer and		February 14, 2022
Zach Bair		Principal Accounting Officer
/s/ Anthony Cardenas		Director, Chief Financial Officer and		February 14, 2022
Anthony Cardenas		Vice President of Artist Development
/s/ Louis Mann		Director, Executive Vice President		February 14, 2022
Louis Mann