0001829126-22-014331.txt : 20220816 0001829126-22-014331.hdr.sgml : 20220816 20220714160553 ACCESSION NUMBER: 0001829126-22-014331 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VNUE, Inc. CENTRAL INDEX KEY: 0001376804 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 980543851 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 104 WEST 29TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 833-937-5493 MAIL ADDRESS: STREET 1: 104 WEST 29TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Tierra Grande Resources Inc. DATE OF NAME CHANGE: 20130411 FORMER COMPANY: FORMER CONFORMED NAME: Buckingham Exploration Inc. DATE OF NAME CHANGE: 20060928 CORRESP 1 filename1.htm

VNUE, Inc.

104 West 29th Street, 11th Floor

New York , NY 10001

Via EDGAR

July 14, 2022

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Brian Fetterolf

Re:	VNUE, Inc.
	Amendment No. 2 to Registration Statement on Form S-1
	Filed July 11, 2022
	File No. 333-262712

Dear Mr. Fetterolf:

I write on behalf of VNUE, Inc, (the “Company”) in response to Staff’s letter of July 14, 2022, by the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Amendment No. 2 to Registration Statement on Form S-1, filed July 11, 2022 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

Amendment No. 2 to Registration Statement on Form S-1 filed July 11, 2022

Item 16. Exhibits and Financial Statement Schedules, page II-3

1. We note your response to comment 4 and we re-issue the comment. Please file the executed copies of the equity financing agreement and registration rights agreement. In this regard, we note that exhibits 10.17 and 10.18 only provide the forms of such agreements and that the signature pages are not executed.

In response to this comment, the Company has attached the executed Equity Financing Agreement and the Registration Rights Agreement.

Sincerely,

/s/ Zach Bair
Zach Bair
Chief Executive Officer