10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 000-53462

VNUE, INC.

(Name of Registrant in its Charter)

Nevada	98-0543851
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

104 West 29th Street, 11th Floor, New York, NY 10001

(Address of Principal Executive Offices)

(833) 937-5493

(Registrant’s telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒     No ☐

Indicate by 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

The number of shares of registrant’s common stock outstanding as of August 12, 2021 was 1,351,077,530.

VNUE, INC.

QUARTERLY REPORT ON FORM 10-Q

June 30, 2021

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021, and 2020 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2021 and 2020 (unaudited)	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021, and 2020 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mining Safety Disclosures	23
Item 5	Other information	23
Item 6.	Exhibits	24
SIGNATURES		25

2

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

The following unaudited interim financial statements of VNUE, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

VNUE, INC.

 CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2021			2020
	(Unaudited)
Assets
Current assets:
Cash	$	4,008		$	4,458
Prepaid expenses		100,000			100,000
Total current assets		104,008			104,458
Total assets	$	104,008		$	104,458
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	1,219,894		$	2,372,072
Shares to be issued		247,707			247,707
Accrued payroll-officers		238,250			209,750
Advances from former officer		720			720
Notes payable		34,000			34,000
Deferred revenue		74,225			74,225
Convertible notes payable, net		1,128,242			1,956,922
Purchase liability		300,000			300,000
Derivative liability		-			3,156,582
Total current liabilities		3,243,038			8,351,979
Total liabilities		3,243,038			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 June 30, 2021, and December 31, 2020		425			413
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,286,690,336 and 1,211,495,162 shares issued and outstanding, as of June 30, 2021, and December 31, 2020, respectively		128,669			121,149
Additional paid-in capital		9,772,348			8,386,593
Accumulated deficit		(13,040,472	)		(16,755,676	)
Total stockholders' deficit		(3,139,030	)		(8,247,521	)
Total Liabilities and Stockholders' Deficit	$	104,008		$	104,458

The accompanying notes are an integral part of these consolidated financial statements. 

3

VNUE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For the three months ended						For the six months ended
	June 30,						June 30,
	2021			2020			2021			2020
Revenues - related party	$	4,320		$	6,127		$	6,581		$	18,186
Direct costs of revenue		66			-			66			8,509
Gross margin (loss)		4,254			6,127			6,515			9,677
Operating expenses:
General and administrative		160,885			193,843			334,913			370,031
Total costs and expenses		160,885			193,843			334,913			370,031
Operating loss		(156,631	)		(187,716	)		(328,398	)		(360,354	)
Other income (expense), net
Change in fair value of derivative liability		812,349			396,924			3,156,582			106,062
Other income		1,172,782			-			1,172,782			-
Loss on the extinguishment of debt		(80,227	)		-			(80,227	)		(72,709	)
Financing costs		(24,169	)		(68,073	)		(205,535	)		(171,421	)
Other income (expense), net		1,880,735			328,851			4,043,602			(138,068	)
Net income (loss)	$	1,724,104		$	141,135		$	3,715,204		$	(498,422	)
Net loss per common share - basic and diluted	$	0.00		$	0.00		$	0.00		$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		1,243,610,132			1,149,756,152			1,227,641,362			1,089,508,097
The accompanying notes are an integral part of these consolidated financial statements.

4

VNUE, INC.
(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
					Par value$0.001				Additional
	Preferred Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2019		4,126,776	$	413		770,883,602	$	77,088	$	8,099,346		(12,201,899	)		(4,025,052	)
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		4,126,776	$	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		4,126,776	$	413		1,149,756,152	$	114,975	$	8,182,767	$	(12,700,321	)	$	(4,402,166	)

					Par value $0.001				Additional
	Preferred Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Capital		Deficit			Total
Balance -  December 31, 2020		4,126,776	$	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		4,126,776	$	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	)
The accompanying notes are an integral part of these consolidated financial statements.

5

VNUE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the six months ended
	June 30,
	2021			2020
Cash Flows From Operating Activities:
Net income (loss)	$	3,715,204		$	(498,422	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Change in the fair value of derivatives		(3,156,582	)		(106,062	)
Derivative value considered financing costs		-			48,599
Loss on the extinguishment of debt		80,227			72,709
Amortization of debt discount		111,765			69,669
Changes in operating assets and liabilities
Prepaid expenses					(100,000	)
Accounts payable and accrued interest		(1,113,564	)		72,551
Deferred revenue		-			74,225
Accrued payroll officers		28,500			91,250
Net cash used in operating activities		(334,450	)		(275,481	)
Cash Flows From Investing Activities:		-			-
Cash Flows From Financing Activities:
Payoff of convertible note		-			(53,000	)
Proceeds from the issuance of convertible notes		334,000			284,708
Net cash provided by investing activities		334,000			231,708
Net Decrease In Cash		(450	)		(43,773	)
Cash At The Beginning Of The Period		4,458			52,096
Cash At The End Of The Period	$	4,008		$	8,323
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		$	121,308
The accompanying notes are an integral part of these consolidated financial statements.

6

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 shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of VNUE, Inc. common stock. The transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the 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 prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the six months ended June 30, 2021, the Company used cash in operations of $334,450, and as of June 30, 2021, had a stockholders’ deficit of $3,139,030 and negative working capital of $3,139,030. These factors raise substantial doubt about 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 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 be necessary if the Company is unable to continue as a going concern.

On June 30, 2021, the Company had cash on hand of $4,008. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.  

On June 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 year from the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transaction is considered an Equity Line of Credit (“ELOC”)

In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. As result management estimates that the current funds on hand will be sufficient to continue operations through the next 12 months.

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have 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 footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes 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.

7

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Consolidation

The Company consolidates all wholly-owned subsidiaries in which the Company’s power to control exists. The Company consolidates the following 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 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) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

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

Use of Estimates

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

Fair Value of Financial Instruments

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

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

8

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, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

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

Derivative Financial Instruments

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

Income (Loss) per Common Share

Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on June 30, 2021, because their impact was anti-dilutive. As of June 30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 932,594,639 shares of common stock related to 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 of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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

9

NOTE 3 – PREPAID EXPENSE

On Jan 9, 2020, the Company entered into an agreement with recording 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 and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. We have recorded this amount as a prepaid expense on our consolidated balance sheets as of June 30, 2021 and December 31, 2020. 

NOTE 4 – RELATED PARTY TRANSACTIONS

DiscLive Network

On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer, Mr. Bair. On March 19, 2021, the Licensing Agreement was extended until March 2022, and will automatically extend unless either party notifies the other of cancellation.

Revenues of $4,320 and $6,581 during the three and six months ended June 30, 2021, and $6,127 and $18,186 during the three and six months ended June 30, 2020, respectively, were recorded using the assets licensed under this agreement. For the six months ended June 30, 2021 and 2020, the fees amounted to $216 and $329 respectively. 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 $238,250 and $209,750 respectively, as of June 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 Company advance funds to the Company for working capital purposes. During the year ended December 31, 2019, a former employee and stockholder agreed to forgive $14,000 owed by the Company. The Company recorded the $14,000 as a gain on the settlement of debt, leaving a remaining balance of $720 recorded on the consolidated balance sheet on June 30, 2021.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

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

	6/30/21		12/31/20
Accounts payable and accrued expense	$	567,680		587,230
Accrued interest		506,955		466,801
Accrued interest and penalties Golock (a)		—		1,172,782
Soundstr Obligation		145,259		145,259
Total accounts payable and accrued liabilities	$	1,219,894		2,372,072

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

10

NOTE 6 – PURCHASE LIABILITY

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

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

NOTE 7 – SHARES TO BE ISSUED

As of 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 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 June 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 in the principal amount of $9,000. The note was due within 10 business days of the Company receiving notice of the effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10-business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable, and the balance will 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%.

On April 30, 2019, the Company issued an unsecured Promissory Note 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 Promissory Note is past due, however, the maker of the Note has verbally agreed not to call a default.

As of June 30, 2021, the accrued interest expense on these two Notes amounted to $30,338.

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

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

Convertible notes payable consists of the following:

	June 30,		December 31,
	2021		2020
Various Convertible Notes (a)	$	43,500	$	43,500
Ylimit, LLC Convertible Notes (b)		492,528		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	$	1,128,242	$	1,956,922

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

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

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

(b) On November 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory 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.

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

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

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.

During the six months ended June 30, 2021, Ylimit invested another $119,000 on terms comparable to recent fundings. As of June 30, 2021 based on a fixed conversion price of $0.001, Ylimit’s notes are convertible into 844,844,575 shares of common stock

(c) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate 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 additional consideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the 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 all or a portion of 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 or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017.

On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with 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 Lender to enter into this agreement with the Company, the Company issued 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 over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. 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.

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On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ending December 31, 2019 the Company issued 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 June 30, 2021 all of the Golock notes amounting to $339,011 were past due.

As a result Golock has assessed the Company additional penalties and interest of $1,172,782. The Company disagrees with the accrued interest and penalties due to Golock. Initially the Company recorded this amount as a liability on its balance during the period ended March 31, 2021.  Subsequent  during the three month period ended June 30, 2021 the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet  The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached.

(d) During the six months ended June 30, 2021, GHS Investments funded an 8%, $165,000 convertible promissory note maturing on November 16, 2021. The conversion price on the Note is fixed at.0171. The Company 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 convertible note payable of $61,000. During the year ended December 31, 2018, the Company entered into additional notes of $369,250. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share.  

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

Summary

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

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NOTE 10 – DERIVATIVE LIABILITY

The FASB 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 based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of June 30, 2021, and December 31, 2020, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions:

	6/30/21			12/31/20
Exercise Price	$	0.00595-0.007140		$	0.00015–0.00018
Stock Price		.0121		$	0.0003
Risk-free interest rate		.06	%		.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 by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was 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 June 30, 2021 and supported by a legal opinion which challenged the original transactions as void and advised the Company not to process any conversion notices from Golock , the Company stopped recording 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 2,000,000,000 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.

Common stock

The Company has authorized 2,000,000,000 shares of $0.0001 par value common stock. As of June 30, 2021, and December 31, 2020 there were 1,286,690,336 and 1,211,495,162 shares of common stock issued and outstanding, respectively.

Preferred Stock Series A

As of June 30, 2021, and December 31, 2020, the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,250,579 and 4,126,776 shares of Series A Preferred Stock issued and outstanding, respectively.

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

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NOTE 11 – STOCKHOLDERS’ DEFICIT (continued)

Preferred Stock Series A (continued)

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

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

Warrants

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

A summary of warrants is as follows:

	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, June 30, 2021		15,800,319		$	0.0079

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

		Outstanding and Exercisable
						Weighted
Exercise Price Per						Average
Share		Shares		Life (Years)		Exercise Price
$	0.004750		15,800,319		2.33	$	0.00475

The weighted-average remaining contractual life of all warrants outstanding and exercisable on June 30, 2021 is 2.33 years. The outstanding and exercisable warrants outstanding on June 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 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’s Soundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrate automated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of June 30, 2021, no net revenue was generated from the JV. 

Litigation

None

Artist Agreement

On October 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm. The Artist Agreement is 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 receive 30% of the Net Income generated thereby. As of June 30, 2021, the Company had not earned any revenue under this agreement.

NOTE 13 – SUBSEQUENT EVENTS

In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share.

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

Forward-Looking Statements

The statements in this quarterly report that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also, look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business. Some forward-looking statements that we may use include, without limitation, those statements that relate to:

• Competition and market acceptance of our product,

• Other risks and uncertainties related to the music industry and our business strategy and the impact of the Covid-19 pandemic on our operations

• Our ability to penetrate the market and continually innovate useful technologies,

• Our ability to negotiate and enter into license agreements,

• Our ability to raise capital,

• Our ability to protect our intellectual property rights,

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

Presentation of Information

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

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

Overview

We were incorporated as a Nevada corporation on April 4, 2006.

Impact of Current Coronavirus (COVID-19) Pandemic on the Company

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

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Overview of our Current Business

The live 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 simultaneously helps 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.

Through VNUE, Inc., our wholly-owned subsidiary, we now carry on business as a live entertainment music technology company that offers a suite of products and services which monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radio stations, 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.

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

On Jan 9, 2020, the Company entered into an agreement with recording 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 and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020.

Also as 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 from VNUE 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, Ticketmaster has paid via wire $40,378 toward the aforementioned pre-sales.

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The following discussion and analysis of our results of operations and financial condition for the three months ended June 30, 2021, and 2020, should be read in conjunction with our condensed consolidated financial statements and related notes included in this report.

Comparison for the three and six months ended June 30, 2021, and 2020

Revenues

In the three months ended June 30, 2021, we had revenue of $4,320 compared to $6,127 for the three months ended June 30, 2020, representing a decrease of $1,807. In the six months ended June 30, 2021, we had revenue of $6,581 compared to $18,186 for the six months ended June 30, 2020, representing a decrease of $11,605. The decrease in revenue is primarily attributable to the overall impact of COVID-19, preventing live concerts from taking place.

Direct Costs of Revenues

In the three months ended June 30, 2021, we had direct costs of revenue of $66 compared to $-0- for the three months ended June 30, 2020, representing an increase of $66. In the six months ended June 30, 2021, we had direct costs of revenue of $66 compared to $8,509 for the six months ended June 30, 2020, representing a decrease of $8,443. Due to the low volume of revenue, associated costs are not indicative of the costs and margins we expect to generate from higher sales volumes.

General and Administrative Expenses

In the three months ended June 30, 2021, we had general and administrative expense of $160,885 compared to $193,843 for the three months ended June 30, 2020, representing a decrease of $32,958. In the six months ended June 30, 2021, we had the general and administrative expense of $334,913 compared to $370,031 for the six months ended June 30, 2020, representing a decrease of $35,118. There was a reduction of $30,970 and $22,244 of legal and professional fees for the three- and six-months ending June 30, 2021, and a reduction of $20,500 and $-0- of officers compensation for the three- and six-months ending June 30, 2021. The decrease in general and administrative expense is primarily attributable to the overall impact of COVID-19, preventing live concerts from taking place.

Other Income (Expenses), Net

We recorded other income, net of $4,043,602 for the six months ended June 30, 2021, compared to other expense of $138,068 during the six month period ended June 30, 2021. The significant increase in other income net, in the 2021 period was primarily attributable to a reduction of $3,156,582 in the Company’s derivative liability related to convertible notes.

Net Income (Loss)

As a result of the foregoing revenues, direct costs of revenues, research and development expenses, general and administrative expenses, and other income (expenses), net, our net profit was $3,715,204 for the six months ended June 30, 2021, compared to a net loss for the six months ended June 30, 2020, of $498,422.

Liquidity and Capital Resources

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

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the six months ended June 30, 2021, the Company used cash in operations of $334,450, and as of June 30, 2021, had a stockholders’ deficit of $3,139,030 and negative working capital of $3,139,030. These factors raise substantial doubt about 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 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 be necessary if the Company is unable to continue as a going concern.

On June 30, 2021, the Company had cash on hand of $4,008.. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing. 

On June 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 year from the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transaction is considered an Equity Line of Credit (“ELOC”)

In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. As result management estimates that the current funds on hand will be sufficient to continue operations through the next 12 months.

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Critical Accounting Policies and Estimates

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

While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations. (See Note 1 - Significant and Critical Accounting Policies and Practices in the Company’s Form 10-K for the period ended December 31, 2020 filed with the SEC on April 8, 2021.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used to determine the value of the derivative liabilities, the valuation allowance for the deferred tax asset, and the accruals for potential liabilities.

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Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then-current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Recent Accounting Pronouncements

See Note 2 of the Condensed Consolidated Financial Statement herein for management’s discussion of recent accounting pronouncements.

Selected Financial Data

Not applicable.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Not applicable.

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Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2021. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Based on that evaluation, and the material weaknesses outlined below under Internal Control Over Financial Reporting, our principal executive officer and principal accounting officer concluded, as of the end of the period covered by this annual report, that, due to weaknesses in our internal controls described below, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the periods specified in the SEC’s rules and forms, and that such information may not be accumulated and communicated to our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosures.

b) Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2021, the Company determined that there were deficiencies that constituted material weaknesses, as described below.

1.	Lack of proper segregation of duties due to limited personnel.
2.	Lack of a formal review process that includes multiple levels of review.

3.	Lack of adequate policies and procedures for accounting for financial transactions.
4.	Lack of independent board member(s)
5.	Lack of independent audit committee

Management is currently evaluating remediation plans for the above control deficiencies.

c) Changes in Internal Controls over Financial Reporting

During the fiscal quarter ended June 30, 2021, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

d) Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

22

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended June 30, 2021.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

There is no other information required to be disclosed under this item which was not previously disclosed.

23

ITEM 6. EXHIBITS

Exhibits

Exhibit Number	Description of Exhibits
31.1*	Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*	Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

___________

* Filed herein

24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant	VNUE, Inc.
Date: August 16, 2021	By:	/s/ Zach Bair
		Zach Bair
		Chief Executive Officer (Principal Executive Officer and Principal Accounting Officer)

25

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 18

U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14 UNDER THE SECURITIES ACT OF 1934

I, Zach Bair certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of VNUE, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Registrant	VNUE, Inc.
Date: August 16, 2021	By:	/s/ Zach Bair
		Zach Bair
		Principal Executive Officer and Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of VNUE, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zach Bair, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Registrant	VNUE, Inc.
Date: August 16, 2021	By:	/s/ Zach Bair
		Zach Bair
		Principal Executive Officer and Principal Accounting Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 12, 2021
Cover [Abstract]
Entity Registrant Name	VNUE, INC.
Entity Central Index Key	0001376804
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		1,351,077,530
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-53462
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	98-0543851
Entity Address Address Line 1	104 West 29th Street
Entity Address Address Line 2	11th Floor
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10001
City Area Code	833
Local Phone Number	937-5493

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 4,008	$ 4,458
Prepaid expenses	100,000	100,000
Total current assets	104,008	104,458
Total assets	104,008	104,458
Current liabilities:
Accounts payable and accrued expenses	1,219,894	2,372,072
Shares to be issued	247,707	247,707
Accrued payroll-officers	238,250	209,750
Advances from former officer	720	720
Notes payable	34,000	34,000
Deferred revenue	74,225	74,225
Convertible notes payable, net	1,128,242	1,956,922
Purchase liability	300,000	300,000
Derivative liability	0	3,156,582
Total current liabilities	3,243,038	8,351,979
Total liabilities	3,243,038	8,351,979
Stockholders' Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 issued and outstanding as of June 30, 2021, and December 31, 2020	425	413
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,286,690,336 and 1,211,495,162 shares issued and outstanding, as of June 30, 2021, and December 31, 2020, respectively	128,669	121,149
Additional paid-in capital	9,772,348	8,386,593
Accumulated deficit	(13,040,472)	(16,755,676)
Total stockholders' deficit	(3,139,030)	(8,247,521)
Total Liabilities and Stockholders' Deficit	$ 104,008	$ 104,458

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders' Deficit
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	4,250,579	4,250,579
Preferred stock, shares outstanding	4,250,579	4,250,579
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	1,286,690,336	1,211,495,162
Common stock, shares outstanding	1,286,690,336	1,211,495,162

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenues - related party	$ 4,320	$ 6,127	$ 6,581	$ 18,186
Direct costs of revenue	66	0	66	8,509
Gross margin (loss)	4,254	6,127	6,515	9,677
Operating expenses:
General and administrative	160,885	193,843	334,913	370,031
Total costs and expenses	160,885	193,843	334,913	370,031
Operating loss	(156,631)	(187,716)	(328,398)	(360,354)
Other income (expense), net
Change in fair value of derivative liability	812,349	396,924	3,156,582	106,062
Other income	1,172,782	0	1,172,782	0
Loss on the extinguishment of debt	(80,227)	0	(80,227)	(72,709)
Financing costs	(24,169)	(68,073)	(205,535)	(171,421)
Other income (expense), net	1,880,735	328,851	4,043,602	(138,068)
Net income (loss)	$ 1,724,104	$ 141,135	$ 3,715,204	$ (498,422)
Net loss per common share - basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ (0.00)
Weighted average common shares outstanding:
Basic and diluted	1,243,610,132	1,149,756,152	1,227,641,362	1,089,508,097

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Deficit
Balance, shares at Dec. 31, 2019		4,126,776	770,883,602
Balance, amount at Dec. 31, 2019	$ (4,025,052)	$ 413	$ 77,088	$ 8,099,346	$ (12,201,899)
Shares issued on conversion of notes payable, shares			378,872,550
Shares issued on conversion of notes payable, amount	121,308		$ 37,887	83,421
Net (loss)	(639,557)				(639,557)
Balance, shares at Mar. 31, 2020		4,126,776	1,149,756,152
Balance, amount at Mar. 31, 2020	(4,543,301)	$ 413	$ 114,975	8,182,767	(12,841,456)
Balance, shares at Dec. 31, 2019		4,126,776	770,883,602
Balance, amount at Dec. 31, 2019	(4,025,052)	$ 413	$ 77,088	8,099,346	(12,201,899)
Net (loss)	(498,422)
Balance, shares at Jun. 30, 2020		4,126,776	1,149,756,152
Balance, amount at Jun. 30, 2020	(4,402,166)	$ 413	$ 114,975	8,182,767	(12,700,321)
Balance, shares at Mar. 31, 2020		4,126,776	1,149,756,152
Balance, amount at Mar. 31, 2020	(4,543,301)	$ 413	$ 114,975	8,182,767	(12,841,456)
Net (loss)	141,135				141,135
Balance, shares at Jun. 30, 2020		4,126,776	1,149,756,152
Balance, amount at Jun. 30, 2020	(4,402,166)	$ 413	$ 114,975	8,182,767	(12,700,321)
Balance, shares at Dec. 31, 2020		4,126,776	1,211,495,162
Balance, amount at Dec. 31, 2020	(8,247,521)	$ 413	$ 121,149	8,386,593	(16,755,676)
Net (loss)	1,991,101				1,991,101
Beneficial conversion feature of convertible notes	111,765			111,765
Balance, shares at Mar. 31, 2021		4,126,776	1,211,495,162
Balance, amount at Mar. 31, 2021	(6,144,656)	$ 413	$ 121,149	8,498,358	(14,764,575)
Balance, shares at Dec. 31, 2020		4,126,776	1,211,495,162
Balance, amount at Dec. 31, 2020	(8,247,521)	$ 413	$ 121,149	8,386,593	(16,755,676)
Net (loss)	3,715,204
Balance, shares at Jun. 30, 2021		4,250,579	1,286,690,336
Balance, amount at Jun. 30, 2021	(3,139,030)	$ 425	$ 128,669	9,772,348	(13,040,472)
Balance, shares at Mar. 31, 2021		4,126,776	1,211,495,162
Balance, amount at Mar. 31, 2021	(6,144,656)	$ 413	$ 121,149	8,498,358	(14,764,575)
Net (loss)	1,724,104				1,724,104
Shares issued upon conversion of convertible notes payable, shares		123,803	75,195,174
Shares issued upon conversion of convertible notes payable, amount	1,281,523	$ 12	$ 7,520	1,273,991
Balance, shares at Jun. 30, 2021		4,250,579	1,286,690,336
Balance, amount at Jun. 30, 2021	$ (3,139,030)	$ 425	$ 128,669	$ 9,772,348	$ (13,040,472)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flows From Operating Activities:
Net income (loss)	$ 3,715,204	$ (498,422)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Change in the fair value of derivatives	(3,156,582)	(106,062)
Derivative value considered financing costs	0	48,599
Loss on the extinguishment of debt	80,227	72,709
Amortization of debt discount	111,765	69,669
Changes in operating assets and liabilities
Prepaid expenses		(100,000)
Accounts payable and accrued interest	(1,113,564)	72,551
Deferred revenue	0	74,225
Accrued payroll officers	28,500	91,250
Net cash used in operating activities	(334,450)	(275,481)
Cash Flows From Investing Activities:	0	0
Cash Flows From Financing Activities:
Payoff of convertible note	0	(53,000)
Proceeds from the issuance of convertible notes	334,000	284,708
Net cash provided by investing activities	334,000	231,708
Net Decrease In Cash	(450)	(43,773)
Cash At The Beginning Of The Period	4,458	52,096
Cash At The End Of The Period	4,008	8,323
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash information:
Common shares issued upon conversion of notes payable and accrued interest	$ 1,281,523	$ 121,308

XML

ORGANIZATION AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2021

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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 shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of VNUE, Inc. common stock. The transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the 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 prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the six months ended June 30, 2021, the Company used cash in operations of $334,450, and as of June 30, 2021, had a stockholders’ deficit of $3,139,030 and negative working capital of $3,139,030. These factors raise substantial doubt about 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 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 be necessary if the Company is unable to continue as a going concern.

On June 30, 2021, the Company had cash on hand of $4,008. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.  

On June 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 year from the date of the SPA, to sell up to $8 million of Common Stock (subject to certain limitations) to GHS Investments. The transaction is considered an Equity Line of Credit (“ELOC”)

In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share. As result management estimates that the current funds on hand will be sufficient to continue operations through the next 12 months.

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have 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 footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes 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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SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

6 Months Ended

Jun. 30, 2021

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

NOTE 2 - SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Consolidation

The Company consolidates all wholly-owned subsidiaries in which the Company’s power to control exists. The Company consolidates the following 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 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) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

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

Use of Estimates

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

Fair Value of Financial Instruments

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

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

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

Derivative Financial Instruments

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

Income (Loss) per Common Share

Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on June 30, 2021, because their impact was anti-dilutive. As of June 30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 932,594,639 shares of common stock related to 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 of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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

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PREPAID EXPENSE

6 Months Ended

Jun. 30, 2021

PREPAID EXPENSE

NOTE 3 - PREPAID EXPENSE

NOTE 3 – PREPAID EXPENSE

On Jan 9, 2020, the Company entered into an agreement with recording 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 and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. We have recorded this amount as a prepaid expense on our consolidated balance sheets as of June 30, 2021 and December 31, 2020. 

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

DiscLive Network

On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer, Mr. Bair. On March 19, 2021, the Licensing Agreement was extended until March 2022, and will automatically extend unless either party notifies the other of cancellation.

Revenues of $4,320 and $6,581 during the three and six months ended June 30, 2021, and $6,127 and $18,186 during the three and six months ended June 30, 2020, respectively, were recorded using the assets licensed under this agreement. For the six months ended June 30, 2021 and 2020, the fees amounted to $216 and $329 respectively. 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 $238,250 and $209,750 respectively, as of June 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 Company advance funds to the Company for working capital purposes. During the year ended December 31, 2019, a former employee and stockholder agreed to forgive $14,000 owed by the Company. The Company recorded the $14,000 as a gain on the settlement of debt, leaving a remaining balance of $720 recorded on the consolidated balance sheet on June 30, 2021.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2021

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

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

	6/30/21		12/31/20
Accounts payable and accrued expense	$	567,680		587,230
Accrued interest		506,955		466,801
Accrued interest and penalties Golock (a)		—		1,172,782
Soundstr Obligation		145,259		145,259
Total accounts payable and accrued liabilities	$	1,219,894		2,372,072

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

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PURCHASE LIABILITY

6 Months Ended

Jun. 30, 2021

PURCHASE LIABILITY

NOTE 6 - PURCHASE LIABILITY

NOTE 6 – PURCHASE LIABILITY

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

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

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SHARES TO BE ISSUED

6 Months Ended

Jun. 30, 2021

SHARES TO BE ISSUED

NOTE 7 - SHARES TO BE ISSUED

NOTE 7 – SHARES TO BE ISSUED

As of 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 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 June 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.

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NOTES PAYABLE -PAST DUE

6 Months Ended

Jun. 30, 2021

NOTES PAYABLE -PAST DUE

NOTE 8 - NOTES PAYABLE -PAST DUE

NOTE 8 – NOTES PAYABLE -PAST DUE

On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note was due within 10 business days of the Company receiving notice of the effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10-business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable, and the balance will 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%.

On April 30, 2019, the Company issued an unsecured Promissory Note 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 Promissory Note is past due, however, the maker of the Note has verbally agreed not to call a default.

As of June 30, 2021, the accrued interest expense on these two Notes amounted to $30,338.

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

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

6 Months Ended

Jun. 30, 2021

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

NOTE 9 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

Convertible notes payable consists of the following:

	June 30,		December 31,
	2021		2020
Various Convertible Notes (a)	$	43,500	$	43,500
Ylimit, LLC Convertible Notes (b)		492,528		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	$	1,128,242	$	1,956,922

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

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

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

(b) On November 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory 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.

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

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

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.

During the six months ended June 30, 2021, Ylimit invested another $119,000 on terms comparable to recent fundings. As of June 30, 2021 based on a fixed conversion price of $0.001, Ylimit’s notes are convertible into 844,844,575 shares of common stock

(c) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate 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 additional consideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the 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 all or a portion of 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 or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017.

On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with 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 Lender to enter into this agreement with the Company, the Company issued 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 over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. 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 Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ending December 31, 2019 the Company issued 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 June 30, 2021 all of the Golock notes amounting to $339,011 were past due.

As a result Golock has assessed the Company additional penalties and interest of $1,172,782. The Company disagrees with the accrued interest and penalties due to Golock. Initially the Company recorded this amount as a liability on its balance during the period ended March 31, 2021.  Subsequent  during the three month period ended June 30, 2021 the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet  The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached.

(d) During the six months ended June 30, 2021, GHS Investments funded an 8%, $165,000 convertible promissory note maturing on November 16, 2021. The conversion price on the Note is fixed at.0171. The Company 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 convertible note payable of $61,000. During the year ended December 31, 2018, the Company entered into additional notes of $369,250. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share.  

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

Summary

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

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DERIVATIVE LIABILITY

6 Months Ended

Jun. 30, 2021

DERIVATIVE LIABILITY

NOTE 10 - DERIVATIVE LIABILITY

NOTE 10 – DERIVATIVE LIABILITY

The FASB 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 based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of June 30, 2021, and December 31, 2020, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions:

	6/30/21			12/31/20
Exercise Price	$	0.00595-0.007140		$	0.00015–0.00018
Stock Price		.0121		$	0.0003
Risk-free interest rate		.06	%		.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 by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was 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 June 30, 2021 and supported by a legal opinion which challenged the original transactions as void and advised the Company not to process any conversion notices from Golock , the Company stopped recording the derivative liability on the Golock convertible notes.

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STOCKHOLDERS DEFICIT

6 Months Ended

Jun. 30, 2021

STOCKHOLDERS DEFICIT

NOTE 11 - STOCKHOLDERS' DEFICIT

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 2,000,000,000 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.

Common stock

The Company has authorized 2,000,000,000 shares of $0.0001 par value common stock. As of June 30, 2021, and December 31, 2020 there were 1,286,690,336 and 1,211,495,162 shares of common stock issued and outstanding, respectively.

Preferred Stock Series A

As of June 30, 2021, and December 31, 2020, the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,250,579 and 4,126,776 shares of Series A Preferred Stock issued and outstanding, respectively.

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

NOTE 11 – STOCKHOLDERS’ DEFICIT (continued)

Preferred Stock Series A (continued)

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

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

Warrants

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

A summary of warrants is as follows:

	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, June 30, 2021		15,800,319		$	0.0079

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

		Outstanding and Exercisable
						Weighted
Exercise Price Per						Average
Share		Shares		Life (Years)		Exercise Price
$	0.004750		15,800,319		2.33	$	0.00475

The weighted-average remaining contractual life of all warrants outstanding and exercisable on June 30, 2021 is 2.33 years. The outstanding and exercisable warrants outstanding on June 30, 2021, had no intrinsic value.

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COMMITMENT AND CONTINGENCIES

6 Months Ended

Jun. 30, 2021

COMMITMENT AND CONTINGENCIES

NOTE 12 - COMMITMENT AND CONTINGENCIES

NOTE 12 – COMMITMENT AND CONTINGENCIES

Joint Venture Agreement – Music Reports, Inc.

On September 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’s Soundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrate automated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of June 30, 2021, no net revenue was generated from the JV. 

Litigation

None

Artist Agreement

On October 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm. The Artist Agreement is 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 receive 30% of the Net Income generated thereby. As of June 30, 2021, the Company had not earned any revenue under this agreement.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

SUBSEQUENT EVENTS

NOTE 13 - SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

In July 2021, the Company raised $587,429 on its equity line of credit through the sale of 64,387,194 shares of its common stock at a price of approximately $0.00912 per share.

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SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies)

6 Months Ended

Jun. 30, 2021

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Consolidation

The Company consolidates all wholly-owned subsidiaries in which the Company’s power to control exists. The Company consolidates the following 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 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) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

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

Use of Estimates

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

Fair Value of Financial Instruments

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

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

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

Derivative Financial Instruments

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

Income (Loss) per Common Share

Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on June 30, 2021, because their impact was anti-dilutive. As of June 30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 932,594,639 shares of common stock related to 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 of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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

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SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables)

6 Months Ended

Jun. 30, 2021

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

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	%

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2021

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

Schedule of accrued liabilities

	6/30/21		12/31/20
Accounts payable and accrued expense	$	567,680		587,230
Accrued interest		506,955		466,801
Accrued interest and penalties Golock (a)		—		1,172,782
Soundstr Obligation		145,259		145,259
Total accounts payable and accrued liabilities	$	1,219,894		2,372,072

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Tables)

6 Months Ended

Jun. 30, 2021

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES

Schedule of Convertible notes payable

	June 30,		December 31,
	2021		2020
Various Convertible Notes (a)	$	43,500	$	43,500
Ylimit, LLC Convertible Notes (b)		492,528		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	$	1,128,242	$	1,956,922

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DERIVATIVE LIABILITY (Tables)

6 Months Ended

Jun. 30, 2021

DERIVATIVE LIABILITY

Schedule of derivative liabilities fair value

	6/30/21			12/31/20
Exercise Price	$	0.00595-0.007140		$	0.00015–0.00018
Stock Price		.0121		$	0.0003
Risk-free interest rate		.06	%		.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

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STOCKHOLDERS DEFICIT (Tables)

6 Months Ended

Jun. 30, 2021

STOCKHOLDERS DEFICIT

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, June 30, 2021		15,800,319		$	0.0079

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		2.33	$	0.00475

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ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Net cash (used in) operating activities		$ (334,450)	$ (275,481)
Stockholders' Deficit		(3,139,030)	(4,402,166)	$ (6,144,656)	$ (8,247,521)	$ (4,543,301)	$ (4,025,052)
Working capital		(3,139,030)
Cash		$ 4,008	$ 8,323		$ 4,458		$ 52,096
TGRI [Member]
Business acquisition, equity interest issued or issuable, number of shares		50,762,987
Subsequent Event [Member]
Sale of equity line, shares	$ 64,387,194
Debt conversion converted instrument amount	$ 587,429
Price per share	$ 0.00912

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SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details)	6 Months Ended
	Jun. 30, 2021
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Attributable interest	100.00%
Entity Incorporation, Date of Incorporation	April 4, 2006
Vnue Inc. (Vnue Washington) [Member]
State of Incorporation	Washington
Attributable interest	100.00%
Entity Incorporation, Date of Incorporation	October 16, 2014
Vnue LLC [Member]
State of Incorporation	Washington
Attributable interest	100.00%
Entity Incorporation, Date of Incorporation	August 1, 2013

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SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Derivative liability	$ 0	$ 3,156,582
Warrant [Member]
Potentially dilutive securities, outstanding	15,800,319
Convertible Notes Payable [Member]
Potentially dilutive securities, outstanding	932,594,639

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PREPAID EXPENSE (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Prepaid expenses	$ 100,000	$ 100,000
MT Agreement [Member]
Description of payment	the Company agreed to pay an advance of $100,000 against sales, to Matchbox Twenty and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. We have recorded this amount as a prepaid expense on our consolidated balance sheets as of June 30, 2021 and December 31, 2020.

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Mar. 31, 2021	Dec. 31, 2020
Revenues	$ 4,320	$ 6,127	$ 6,581	$ 18,186
License cost			216	$ 329
Accrued payroll-officers	238,250		238,250			$ 238,250	$ 209,750
Forgivness of debt					$ 14,000
Advances from former officer	$ 720		720			$ 720	$ 720
Gain on settlement of vendor obligations					$ (14,000)
Chief Executive Officers' [Member]
Compensation cost			$ 170,000

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued expense	$ 567,680	$ 587,230
Accrued interest	506,955	466,801
Accrued interest and penalties Golock(a)	0	1,172,782
Soundstr Obligation	145,259	145,259
Total accounts payable and accrued liabilities	$ 1,219,894	$ 2,372,072

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PURCHASE LIABILITY (Details Narrative) - Dividend Declared [Member] - USD ($)	1 Months Ended	12 Months Ended
	Oct. 16, 2017	Dec. 31, 2018
Purchase liability	$ 300,000
Purchase price	350,000
Acquisition cost	50,000
Total purchase of intellectual property	350,000
Amortized value of intellectual property	$ 116,668
Impairment charge		$ 204,165

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SHARES TO BE ISSUED (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2018
Common stock to be issued, shares		5,204,352	5,204,352	3,964,352
Common stock to be issued, value		$ 247,707	$ 247,707	$ 243,839
Convertible Notes Payable [Member]
Common stock shares issued under plan, shares	240,000
Common stock shares issued under plan, amount	$ 184
PledgeMusic, Inc. [Member] | Business Acquisition [Member]
Common stock shares issued for amending existing convertible notes, shares	1,000,000
Common stock shares issued for amending existing convertible notes, amount	$ 3,500

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NOTES PAYABLE -PAST DUE (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 17, 2015	Jun. 30, 2021	Dec. 31, 2020	Aug. 30, 2019	Apr. 30, 2019
NOTES PAYABLE -PAST DUE
Debt instrument, maturity date	March 22, 2016	August 30, 2019
Principal amount	$ 9,000				$ 25,000
Interest amount				$ 5,000
Interest expense - notes		$ 30,338
Interest rate	7.00%
Note payable		$ 34,000	$ 34,000
Note payable description	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%

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Total Convertible Notes	$ 1,128,242	$ 1,956,922
GSH Note [Member]
Total Convertible Notes	165,000	0
Various Convertible Notes [Member]
Total Convertible Notes	43,500	43,500
Ylimit, LLCC convertible Notes [Member]
Total Convertible Notes	492,528	1,336,208
Golock Capital, LLC Convertible Notes [Member]
Total Convertible Notes	339,010	339,011
Other Convertible Notes [Member]
Total Convertible Notes	$ 88,204	$ 238,203

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended		4 Months Ended	6 Months Ended	12 Months Ended
	Apr. 29, 2019	Feb. 02, 2018	Dec. 17, 2015	Jun. 30, 2021	Dec. 31, 2019	Dec. 31, 2017	Jun. 30, 2021	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2020
Conversion of principal amount				$ 1,162,800
Conversion of accrued interest				$ 38,616
Shares issued upon conversion of convertible notes payable				75,195,174
Loss on the extinguishment of debt				$ 80,227
Convertible notes payable						$ 61,000
Maturity date			March 22, 2016				August 30, 2019
Three Convertible Notes [Member]
Convertible notes payable				43,500			$ 43,500
Conversion of notes into common stock							718,945
Due to related parties				28,500			$ 28,500			$ 28,500
Additional Notes [Member]
Convertible notes payable									$ 369,250
Debt instrument, description									The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share.
Golock Capital, LLC Convertible Notes [Member]
Convertible notes payable									$ 302,067
Debt instrument, description		The Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion				The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share.
Related debt discount		$ 40,000				$ 19,652			$ 0
Debt instrument, principal amount		$ 40,000			$ 339,011	$ 191,750		$ 339,011
Interest rate		10.00%				10.00%
Maturity date description		November 2, 2018				maturity dates between June 1, 2018 and August 31, 2018
Debt discount		$ 5,000
Increase/decrease in derivative liability		$ 553,000
Warrants issued		250,000				4,804,708
Exercise price		$ 0.015				$ 0.014
Financing cost		$ 43,250
YLimit, LLC [Member] | February 9, 2020 [Member]
Shares issued upon conversion of convertible notes payable							844,844,575
Borrowing limit increased								175,000
Fundings							$ 119,000
YLimit, LLC [Member] | Three Convertible Notes [Member]
Convertible notes payable					882,500			882,500
Borrowing limit increased					175,000
Amendment [Member] | Lender [Member]
Shares issued upon conversion of convertible notes payable							16,981,339
Notes past due				$ 73,204			$ 73,204
Amendment [Member] | Golock [Member]
Convertible notes payable					339,010			339,010
Notes past due					$ 285,679			285,679
Debt conversion, converted instrument, amount								$ 53,331
Debt instrument, description	They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion
Debt conversion, converted instrument, shares issued								100,000,000
Debt conversion, converted instrument, accured interest								$ 23,102
GHS Investments [Member]
Convertible promissory note							165,000
Beneficial conversion feature							$ 106,765
Conversion price							$ 0.0171

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DERIVATIVE LIABILITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Stock Price	$ 0.0121	$ 0.0003
Risk-free interest rate	0.06%	0.06%
Expected volatility	204.20%	236.00%
Expected life (in years)	1 year	1 year
Expected dividend yield	0.00%	0.00%
Fair Value	$ 0	$ 3,156,582
Minimum [Member]
Stock Price	$ 0.00595	$ 0.00015
Maximum [Member]
Stock Price	$ 0.007140	$ 0.00018

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STOCKHOLDERS DEFICIT (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Warrants
Number of Warrants Outstanding, Begining Balance	23,805,027	23,805,027	8,004,708
Warrants granted	0	0	15,800,319
Warrants exercised	0	0
Warrants expired or forfeited	(8,004,708)
Number of Warrants Outstanding, Ending Balance	15,800,319	23,805,027	23,805,027
Weighted average exercise
Weighted average exercise price or warrants outstanding, Begining Balance	$ 0.079	$ 0.079	$ 0.014
Weighted average exercise price, Warrants granted	0	0	0.00475
Weighted average exercise price, Warrants exercised	0	0
Weighted average exercise price, Warrants expired or forfeited	0	0
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance	$ 0.0079	$ 0.079	$ 0.079

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STOCKHOLDERS DEFICIT (Details 1) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Warrants, Outstanding and Exercisable	23,805,027	23,805,027	8,004,708
Exercise price per share	$ 0	$ 0
Weighted average exercise price or warrants, Outstanding and Exercisable	$ 0.079	$ 0.079	$ 0.014
Warrant One [Member]
Number of Warrants, Outstanding and Exercisable	15,800,319
Exercise price per share	$ 0.004750
Weighted Average Remaining Contractual Life (Years)	2 years 3 months 29 days
Weighted average exercise price or warrants, Outstanding and Exercisable	$ 0.00475

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STOCKHOLDERS DEFICIT (Details Narrative) - $ / shares	1 Months Ended		6 Months Ended
	Jul. 02, 2019	May 22, 2019	Jun. 30, 2021	Dec. 31, 2020
Common stock, shares authorized			2,000,000,000	2,000,000,000
Common stock par value			$ 0.0001	$ 0.0001
Common stock, shares outstanding			1,286,690,336	1,211,495,162
Common stock, shares issued			1,286,690,336	1,211,495,162
Common stock capitalized	2,000,000,000
Preferred stock capitalized	5,000,000
Preferred stock, shares issued			4,250,579	4,250,579
Preferred stock, shares outstanding			4,250,579	4,250,579
Preferred stock, shares authorized			20,000,000	20,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Series A Convertible Preferred Stock [Member]
Preferred stock, shares issued			4,250,579	4,126,776
Preferred stock, shares outstanding			4,250,579	4,126,776
Preferred stock, shares authorized			20,000,000	20,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, designated		4,126,776
Common stock shares converted		50
Two Convertible Noteholders [Member]
Weighted-average remaining contractual life			2 years 3 months 29 days

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COMMITMENT AND CONTINGENCIES (Details Narrative)	1 Months Ended	3 Months Ended
	Oct. 27, 2015	Mar. 31, 2021
Initial joint venture agreement [Member] | MRI [Member] | September 1, 2018 [Member]
Terms of joint venture		The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of June 30, 2021, no net revenue was generated from the JV.
Artist Agreement [Member] | I Break Horses [Member]
Description for commission receivable under agreement	Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30% of the Net Income generated thereby. As of June 30, 2021, the Company had not earned any revenue under this agreement.

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Jul. 31, 2021 USD ($) $ / shares
Sale of equity line, shares	$ 64,387,194
Debt conversion converted instrument amount	$ 587,429
Price per share | $ / shares	$ 0.00912