Notes to Consolidated Financial Statements
Note 1 – Organization and Basis of Presentation
History and Organization
VNUE, Inc. (formerly Tierra Grande Resources, Inc.) ("VNUE", "TGRI", or the "Company") was incorporated under the laws of the State of Nevada on April 4, 2006. TGRI engaged in the acquisition and exploration of mineral properties and was inactive prior to the reverse acquisition described below.
VNUE LLC ("VNUE LLC" or “Predecessor”) was a limited liability company organized under the laws of the State of Delaware on August 1, 2013 which began operations in January 2014. On December 3, 2014, VNUE LLC filed a certificate of merger and merged into VNUE Washington with VNUE Washington as the surviving corporation. On May 29, 2015, VNUE, Inc. entered into a merger agreement with VNUE Washington, Inc. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 507,629,872 shares of TGRI common stock as follows: (i) all shares of VNUE Washington stock of any class or series issued and outstanding immediately prior to the closing of the Merger were exchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) 29,814,384 shares of TGRI common stock were issued to an attorney as payment for legal services performed prior to and in connection with the Merger. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, with the former stockholders of VNUE Washington collectively owning shares of the Company's common stock representing approximately 79.0% of the voting power of the Company's outstanding capital stock. On May 29, 2015 the Company changed its name to VNUE, Inc.
As the former owners and management of VNUE Washington had voting and operating control of the Company after the Merger, the transaction has been accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the consolidated financial statements reflect the historical results of VNUE Washington prior to the Merger, and that of the combined company following the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger, with 126,866,348 shares of common stock outstanding before the reverse merger reflected in the accompanying financial statements as shares issued upon the reverse merger. The fair value of $906,462 of the 29,814,384 shares issued to the attorney was recorded as an acquisition related cost at the date of the merger.
The Company is developing a technology driven solution for Artists, Venues and Festivals to automate the capturing, publishing and monetization of their content.
Going Concern
The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had a stockholders’ deficit of $1,852,062 at December 31, 2016, and incurred a net loss of $2,536,427, and used net cash in operating activities of $314,324 for the reporting period then ended. Certain of the Company’s notes payable are also past due and in default. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management estimates that the current funds on hand along with the funds received after year end as well as from additional sources will be sufficient to continue operations through December 2017. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities and convertible notes for cash to operate our business. 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 is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing.
Note 2 – Significant and Critical Accounting Policies and Practices
Principles of Consolidation
The Company consolidates all wholly owned and majority-owned subsidiaries in which the Company’s power to control exists. The Company consolidates the following subsidiaries and/or entities:
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Name of consolidated subsidiary or
Entity
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State or other jurisdiction of
incorporation or organization
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Date of incorporation or formation
(date of acquisition/disposition, if
applicable)
|
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Attributable
interest
|
|
|
|
|
|
|
|
|
|
|
|
VNUE Inc. (formerly TGRI)
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The State of Nevada
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|
April 4, 2006 (May 29, 2015)
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100
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%
|
|
|
|
|
|
|
|
|
|
|
VNUE Inc. (VNUE Washington)
|
|
The State of Washington
|
|
October 16, 2014
|
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100
|
%
|
|
|
|
|
|
|
|
|
|
|
VNUE LLC
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The State of Washington
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|
August 1, 2013 (December 3, 2014)
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|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
VNUE Technology Inc.
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|
The State of Washington
|
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October 16, 2014
|
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90
|
%
|
|
|
|
|
|
|
|
|
|
|
VNUE Media Inc.
|
|
The State of Washington
|
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October 16, 2014
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|
89
|
%
|
VNUE Technology, Inc. and VNUE Media, Inc. were inactive corporations at December 31, 2016 and 2015, respectively. Inter-company balances and transactions have been eliminated.
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 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 value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities.
Internal Software Development Costs
Development costs incurred in the research and development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be established when all planning, designing, coding and testing has been completed according to design specifications. After technological feasibility is established, any additional costs are capitalized. Through December 31, 2016, technological feasibility of the Company’s software had not been established; and, accordingly, no costs have been capitalized to date.
Fair Value of Financial Instruments
The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below.
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable reporting date as of the end of the period.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments.
The fair value of the derivative liabilities of $508,107 and $249,246 at December 31, 2016 and 2015, respectively, were valued using Level 2 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 net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Carrying Value, Recoverability and Impairment of Long-Lived Assets
An impairment loss will be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited.
The Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The long lived asset was determined to be impaired at December 31, 2015 and a loss of $265,500 was recorded for the year ended December 31, 2015.
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.
Loss per Common Share
Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive.
For the years ended December 31, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of December 31, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive.
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|
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December 31,
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|
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2016
|
|
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2015
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|
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Convertible Notes Payable
|
|
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136,462,906
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4,700,603
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Stock-Based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for 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.
Income Taxes
The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Company’s tax years 2012 to 2016 remain subject to examination by major tax jurisdictions.
Pursuant to the Internal Revenue Code Section 382 ("Section 382"), certain ownership changes may subject the NOL’s to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an "ownership change." In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09,
Revenue from Contracts with Customers
. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company will adopt the provisions of this statement in the first quarter of fiscal 2018.
In February 2016, the FASB issued ASU No. 2016-02,
Leases
. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures.
In March 2016, the FASB issued the ASU 2016-09,
Compensation - Stock Compensation (Topic 718)
: Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled. The ASU also allows for an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
Reclassifications
Accrued salaries of $79,578, previously classified as accounts payable at December 31, 2015, has been reclassified to conform to 2016 presentation.
Note 3 – Related Party Transactions
Note payable to President, CEO and Significant Stockholder
On December 31, 2014 the Company entered into a note payable agreement with its President, CEO and significant stockholder of the Company. The note is unsecured, non-interest bearing and due on December 31, 2024. As of December 31, 2016 and 2015, the note payable to the officer was $74,131 and $54,643, respectively.
Advances from Employees
From time to time, employees of the Company advance funds to the Company for working capital purposes. The advances are unsecured, non-interest bearing and due on demand. As of December 31, 2016 and 2015, the advances from the employees were $14,720 and $14,720, respectively.
Convertible Notes Payable to the Officers and Directors
The Company issued non-interest bearing convertible notes to certain Officers and Directors of the Company for working capital purpose. The notes are convertible at variable prices and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. See further discussion in Note 5.
Transactions with Louis Mann
During 2015, the Company advanced $52,037 to Broadcast Institute of Maryland (“BIM”) in anticipation of a planned collaboration. Louis Mann (“MANN”), an officer and director of the Company at the time, was also the owner of BIM. On August 26, 2015 Mann resigned from his officer and director positions with the Company, and entered into a share transfer agreement with the Company, whereby Mann returned 21,885,591 common shares to the Company in exchange for the advances to BIM. The Company has accounted for this transaction as the purchase of treasury stock which was then cancelled.
Subsequent to his termination, on August 26, 2015, the Company entered into an Advisory Agreement with MANN. Such Advisory Agreement provided for MANN’s continued and ongoing advisory services to the Company until December 31, 2015 and MANN was to be paid $25,000 for providing such Advisory Services, which was due and payable on or before December 31, 2015. Such amount is included in accrued expenses at December 31, 2016 and 2015.
Note 4 – Notes Payable
Notes payable as of December 31, 2016 and December 31, 2015 consist of the following
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As of
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December 31,
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December 31,
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2016
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2015
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Individual
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(a)
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$
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9,000
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$
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9,000
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Tarpon
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(b)
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25,000
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-
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Tarpon
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(c)
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-
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50,000
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Total
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$
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34,000
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$
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59,000
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________________
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(a)
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On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note is due within 10 business days of the Company receiving a notice of 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%.
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(b)
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On February 18, 2016, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 7), the Company issued a Promissory Note to Tarpon in the principal amount of $25,000 with an interest rate at 10% per annum and a maturity date of August 31, 2016. The note was recorded as financing cost upon issuance.
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(c)
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On June 15, 2015, the Company entered into a Financing Cost Note of $50,000 with Tarpon as part of the Equity Purchase Agreement entered into with Tarpon on June 15, 2015. The note earns interest at 10% and is due on December 31, 2015. During 2016 the terms of the note were amended and this note was converted to a convertible note. See Note 5.
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Note 5 – Convertible Notes Payable
Convertible notes payable consist of the following:
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As of
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December 31,
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December 31,
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2016
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2015
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Various Convertible Notes
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(a)
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$
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55,000
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$
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55,000
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Tarpon Convertible Note
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(b)
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33,500
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-
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Ylimit, LLC
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(c)
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300,000
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-
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Total Convertible Notes
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388,500
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55,000
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Discount
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(244,534
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)
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(30,556
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)
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Convertible notes, net
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$
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143,966
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$
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24,444
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___________
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(a)
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The Company has issued a series of convertible notes with various interest rates ranging up to 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a “pre-money” valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a “pre-money” valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The notes are due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The balance of the notes outstanding was $55,000 as of December 31, 2016 and December 31, 2015, of which $30,000 was due to related parties.
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(b)
|
On June 15, 2015, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 10), the Company issued a Promissory Note to Tarpon in the principal amount of $50,000 with an interest rate at 10% per annum and a maturity date of December 31, 2015. The note was recorded as financing cost upon issuance. On February 26, 2016, the Company and Tarpon entered into an amendment to the Promissory Note. The amendment added a conversion feature to the Note so that the Note and all accrued interest are convertible into shares of the Company’s common stock at a conversion price equal to 80% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date, and the maturity date was extended to December 31, 2016. During 2016, Tarpon converted aggregate principal and interest of $20,385 into 3,488,075 shares of the Company’s common stock.
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(c)
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On May 9, 2016 the Company issued a convertible note in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The Note Conversion Price is determined as follows: if the Company receives equity funding of $1 million or more, then the Lender may choose to either convert the Note into shares of the Company’s common stock or request repayment of the principal and interest on the Note. If the Lender chooses to convert the Note, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest owed by the Company as of the date of the conversion divided by 85% of the per share stock price in the equity funding. If the Company borrows additional amounts above the initial $100,000, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest of those additional borrowings owed by the Company as of the date of the conversion divided by 75% of the per share stock price in the equity funding. On July 18, 2016, August 10, 2016 and September 30, 2016, the note was amended to authorize additional borrowings of $50,000 on each of the dates listed with the terms remaining the same except as noted above. The Note is secured by the Company’s rights, titles and interests in all the Company’s tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. The Company also granted the note holder 10,000,000 shares of common stock, valued at $41,000, as additional consideration and recorded such shares as shares to be issued for the period ended December 31, 2016. Further consideration for amounts borrowed after the initial $100,000 was the transfer of the ownership of an aggregate of 35,000,000 common shares from two officers to the lender valued at $108,000 which has been recorded as financing costs in the period ended December 31, 2016. On November 30, 2016 and December 16, 2016, the Company received additional borrowings of $30,000 and $20,000, respectively. Further consideration for these amounts borrowed was the transfer of the ownership of an aggregate of 5,000,000 common shares from one officer to the lender valued at $10,000 which has been recorded as financing costs in the period ended December 31, 2016. The note was subsequently amended to reflect these additional borrowing on March 8, 2017, with the terms remaining the same.
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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 subject to an adjustment based on the occurrence of future offerings or events. 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. The discount is being amortized using the effective interest rate method over the life of the debt instruments.
As of December 31, 2015, the unamortized discount was $30,556. During the period ended December 31, 2016, the Company amended the $50,000 Tarpon note to add a conversion feature which the Company determined created a derivative liability upon issuance with a fair value of $64,976, of which $50,000 was recorded as a valuation discount, and the remaining $14,976 was recorded as a financing cost. The Company also issued $300,000 of convertible notes during 2016 and created a derivative liability upon issuance with a fair value of $367,852, of which $300,000 was recorded as a valuation discount, and the remaining $67,852 was recorded as a financing cost. During the twelve months ended December 31, 2016, amortization of debt discount was $119,522. In addition $16,500 of discount was recorded as interest expense upon conversion of the notes. The unamortized balance of the debt discount was $244,534 as of December 31, 2016.
For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows:
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
Convertible notes payable, net
|
|
$
|
121,865
|
|
|
$
|
11,441
|
|
|
Convertible notes payable, related party, net
|
|
|
22,101
|
|
|
|
13,003
|
|
|
Total
|
|
$
|
143,966
|
|
|
$
|
24,444
|
|
Note 6 – 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 5 were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. 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 December 31, 2016 and December 31, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions:
|
|
|
December 31,
2016
|
|
|
Issued During
2016
|
|
|
December 31,
2015
|
|
|
Exercise Price
|
|
$
|
0.0013–0.0116
|
|
|
$
|
0.0020–0.0039
|
|
|
$
|
0.0124–0.0282
|
|
|
Stock Price
|
|
$
|
0.0044
|
|
|
$
|
0.0015-0.0037
|
|
|
$
|
0.065
|
|
|
Risk-free interest rate
|
|
0.59 – 0.85
|
|
|
0.68 – 0.80
|
|
|
|
0.85
|
%
|
|
Expected volatility
|
|
|
243
|
%
|
|
188% - 243
|
|
|
|
188
|
%
|
|
Expected life (in years)
|
|
0.583 – 1.833
|
|
|
1.375 – 1.833
|
|
|
|
1.67
|
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
Fair Value:
|
|
$
|
508,499
|
|
|
$
|
432,828
|
|
|
$
|
249,246
|
|
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, or an estimate of until such notes would be converted. 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.
During the twelve months ended December 31, 2016, the Company recognized $169,786 as other income, compared to $83,156 as other expense during the twelve months ended December 31, 2015, which represented the change in the value of the derivative from the respective prior period. In addition, the Company recognized derivative liabilities of $432,828 upon issuance of convertible notes during the period and a gain of $21,308 during the twelve months ended December 31, 2016 which represented the extinguishment of derivative liabilities related to conversion of notes to common stock.
Note 7 – Stockholders’ Deficit
Common stock issued for cash
On February 26, 2016, the Company entered into a common stock purchase agreement with an individual pursuant to which it agreed to issue 478,469 shares of the Company’s common stock in exchange for proceeds of $5,000. Per the terms of the stock purchase agreement, the number of shares issued was determined as 95% of the lowest closing price of the Company's common stock during the 30 trading days prior to the closing date of the common stock purchase agreement, or $0.01045 per common share.
During 2015, and prior to the reverse merger on May 18, 2015, the Company sold 22,572,344 shares of its common stock for aggregate proceeds of $686,320. Subsequent to the reverse merger, the Company sold 14,928,938 shares of its common stock for aggregate proceeds of $260,000.
Shares issued for services
During the year ended December 31, 2015, the Company issued an aggregate of 46,048,116 shares of its common stock to certain founders of the Company for services rendered valued at $1,400,027 based upon the most recent per share cash sales price of its common stock, and recorded this amount as acquisition-related costs.
During the year ended December 31, 2015, the Company issued an aggregate of 9,875,001 shares of its common stock to certain consultants for investor relations and software development services valued at $218,333, based upon the most recent per share cash sales price of its common stock,
Upon consummation of the Merger Agreement on May 29, 2015, the Company issued 29,814,384 fully paid and non-assessable shares of TGRI common stock to Matheau J. W. Stout, Esq. as payment for services performed prior to and in connection with the Merger. The Company valued the 29,814,384 shares at $906,462 based upon the most recent per share cash sales price of its common stock, and recorded this amount as acquisition-related costs.
Shares to be issued
On January 2, 2016, the Company entered into an employment agreement with an officer pursuant to which it granted 10,000,000 shares of the Company’s common stock. The shares vested immediately and were recognized as stock based compensation expense during the period ended December 31, 2016 based on their fair value on the agreement date of $650,000. The shares due were not issued as of December 31, 2016 and were reflected as common shares to be issued in the accompanying consolidated balance sheet.
During 2015, the Company entered into a consulting agreement which included, among other things, monthly compensation of 791,667 shares of common stock. As of December 31, 2015, 1,583,334 shares of common stock with a value of $86,291 were earned but were not issued, and were included in common shares to be issued in the accompanying December 31, 2015 consolidated balance sheet. During the period ended December 31, 2016, the consultant earned 5,541,669 shares with a value of $46,970. As of December 31, 2016, 7,125,003 shares of common stock with a value of $133,261 have not been issued and are included in common shares to be issued in the accompanying consolidated balance sheet
On September 10, 2015, the Company entered into a one-year consulting agreement with a consultant, which included, among other things, compensation of $50,000 to be paid in shares of common stock based on the closing price of the Company’s common stock on the final trading day of the consulting agreement. As of December 31, 2015, $16,667 of common shares were earned but were not issued, and were included in common shares to be issued in the accompanying December 31, 2015 consolidated balance sheet. During the period ended December 31, 2016 the Company recognized $33,333 of compensation for the value of the shares. As of December 31, 2016, $50,000 of the value of the shares of common stock has been included in common shares to be issued in the accompanying consolidated balance sheet. Total shares to be issued at the end of the contract was 19,230,768.
Equity Purchase Agreement with Tarpon Bay Partners, LLC
On June 15, 2015, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Tarpon Bay Partners, LLC, a Florida limited liability company (“Tarpon”). Under the terms of the Equity Purchase Agreement, Tarpon was to purchase, at the Company’s election, up to $5,000,000 of the Company’s registered common stock (the “Shares”). On February 18, 2016, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Tarpon Bay Partners, LLC, a Florida limited liability company (“Tarpon”). Under the terms of the Equity Purchase Agreement, Tarpon will purchase, at the Company’s election, up to $10,000,000 of the Company’s registered common stock (the “Shares”). The February 18, 2016 Purchase Agreement for $10,000,000 effectively supersedes and terminates the prior Equity Purchase Agreement with Tarpon dated June 15, 2015, which was for $5,000,000.
During the term of the Equity Purchase Agreement, the Company may at any time deliver a “put notice” to Tarpon thereby requiring Tarpon to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Tarpon shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 125% of the lowest Closing Price during the Valuation Period as such capitalized terms are defined in the Agreement.
The number of Shares sold to Tarpon shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Tarpon, would result in Tarpon owning more than 9.99% of all of the Company’s common stock then outstanding. Additionally, Tarpon may not execute any short sales of the Company’s common stock. Further, the Company has the right, but never the obligation to draw down.
The Equity Purchase Agreement shall terminate (i) on the date on which Tarpon shall have purchased Shares pursuant to the Equity Purchase Agreement for an aggregate Purchase Price of $10,000,000, or (ii) on the date occurring 24 months from the date on which the Equity Purchase Agreement was executed and delivered by the Company and Tarpon.
As a condition for the execution of the Equity Purchase Agreements by Tarpon, the Company issued Promissory Notes to Tarpon on June 15, 2015 and February 18, 2016 in the principal amounts of $50,000 and $25,000 with interest rates of 10% per annum. The maturity date of the note issued on June 15, 2015 was December 31, 2015 which was extended to December 31, 2016 as part of the note amendment on February 26, 2016. The maturity date of the note issued on February 18, 2016 is August 31, 2016. The issuance of the notes was recorded as a finance cost in the accompanying consolidated statement of operations for the periods ending December 31, 2016 and 2015.
In addition, on February 18 2016, the Company and Tarpon entered into a Registration Rights Agreement (the “Registration Agreement”). Under the terms of the Registration Agreement the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 120 days of February 18, 2016. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Tarpon may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Tarpon no longer owns any of the Shares.
At December 31, 2016, Tarpon had not purchased any shares under this agreement.
Ylimit, LLC
On May 9, 2016 the Company issued a convertible note in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. Further consideration was the granting of 10,000,000 shares of common stock, valued at $41,000. On July 18, 2016 the Company obtained an increase of principal on the note to $150,000, on August 10, 2016, the Company obtained an additional increase of principal on the note to $200,000, and on September 30, 2016 the Company obtained an further increase of principal on the note to $250,000. Further consideration for the increases in principal was the transfer of the ownership of an aggregate of 35,000,000 common shares from two officers to the lender valued at $108,000 which has been expensed as financing costs in the period ended December 31, 2016. As of December 31, 2016 the 10,000,000 shares related to the May 2016 borrowing have not been issued and are recorded as shares to be issued in the accompanying consolidated balance sheet. On November 30, 2016 and December 16, 2016, the Company received additional borrowings of $30,000 and $20,000, respectively. Further consideration for these amounts borrowed was the transfer of the ownership of an aggregate of 5,000,000 common shares from one officer to the lender valued at $10,000 which has been recorded as financing costs in the period ended December 31, 2016. The note was subsequently amended to reflect these additional borrowing on March 8, 2017, with the terms remaining the same.
Change of Control – Transfer of Ownership
On May 12, 2016, as part of the appointment of the Company’s new Chief Executive Officer, the Company’s controlling shareholder transferred the ownership of half of his shares to the new Chief Executive Officer. The Company considered the provisions of Staff Accounting Bulletin (“SAB”) Topic 5T,
Accounting for Expenses or Liabilities Paid by Principal Stockholders
, and determined that the value of the shares was additional compensation cost and a contribution to capital by the controlling shareholder. As such, the Company recorded a charge of $491,153 during the year ended December 31, 2016 relating to the fair market value of the shares on the date of the share transfer.
Settlement and Release Agreement – Dean Graziano
On July 23, 2015, the Company reached a Settlement and Release Agreement with Dean Graziano (“GRAZIANO”) after learning that GRAZIANO might assert claims for equity or compensation against the Company or its subsidiary VNUE Washington and that such claims were not contained in the transaction documents surrounding the purchase of the intangible assets of Lively, LLC (“LIVELY”) closed on July 23, 2014. Under the terms of the settlement, GRAZIANO agreed to resolve any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, whether or not directly or indirectly related to the purchase of the LIVELY assets, or to any alleged verbal understandings of promises of employment, advisory roles, or equity, which GRAZIANO may now have or may hereafter have or claim to have against VNUE, and its subsidiaries (the “GRAZIANO CLAIMS”) in exchange for Three Million Five Hundred Thousand (3,500,000) Shares (the “SETTLEMENT SHARES”). VNUE and GRAZIANO agree that delivery of the Settlement Shares pursuant to the conditions set forth herein shall satisfy VNUE’s obligation in full regarding any and all GRAZIANO CLAIMS. On July 27, 2015 the Company’s board passed the resolution and issued the Settlement Shares to GRAZIANO.
The Company valued the 3,500,000 shares of its common stock earned upon grant on the date of signing at $77,000 based on its most recent cash sales price of its common stock, and recorded this amount as other expenses – settlement of claims upon execution of this agreement.
Preferred Stock
In July 2014, the Company issued 133,334 shares of preferred stock for the acquisition of certain assets from Lively, LLC. The preferred shares were valued at $1.53 per share or $204,000. This was based on the price of the January 2015 private placement, as there were no significant changes in the business between the date of assets acquisition and the date of private placement. The preferred stock had no voting rights and was convertible to common stock. The holder of the preferred stock exercised that conversion on May 29, 2015 and received 6,709,775 in exchange for 6,709,775 shares of preferred stock.
Note 8 – Income Taxes
Reconciliation between the expected federal income tax rate and the actual tax rate is as follows:
|
|
|
Year Ended December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Federal statutory tax rate
|
|
|
35
|
%
|
|
|
35
|
%
|
|
State tax, net of federal benefit
|
|
|
6
|
%
|
|
|
6
|
%
|
|
Permanent differences
|
|
|
2
|
%
|
|
|
(2
|
)%
|
|
Total tax rate
|
|
|
43
|
%
|
|
|
39
|
%
|
|
Allowance
|
|
|
(43
|
)%
|
|
|
(39
|
)%
|
|
Effective tax rate
|
|
|
-
|
%
|
|
|
-
|
%
|
The following is a summary of the deferred tax assets:
|
|
|
Year Ended December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
2,708,000
|
|
|
$
|
1,672,000
|
|
|
Accrued compensation
|
|
|
105,000
|
|
|
|
11,000
|
|
|
Impairment of intangibles
|
|
|
-
|
|
|
|
106,000
|
|
|
Stock-based compensation
|
|
|
552,000
|
|
|
|
1,094,000
|
|
|
Valuation allowance
|
|
|
(3,365,000
|
)
|
|
|
(2,883,000
|
)
|
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2016, the Company had net operating loss carry forwards of approximately $6,321,000 that may be available to reduce future years’ taxable income through 2031. The utilization of this carryforward is limited due to the ownership change. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the full value of the deferred tax asset relating to these tax loss carry-forwards.
The Company adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2016 no liability for unrecognized tax benefits was required to be recorded.
Note 9 – Commitment and Contingencies
Litigation – Hughes Media Law Group, Inc.
On December 11, 2015, Hughes Media Law Group, Inc. (“HLMG”) filed a lawsuit against VNUE, Inc. in the Superior Court of King County, Washington, under case number 15-2-30108-0. HMLG claims damages of $130,552.78 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement with
VNUE Washington
, for legal work performed by HMLG for
VNUE Washington
prior to the Merger. The Complaint sets forth no legal basis for a lawsuit against VNUE, Inc. (Nevada) and does not, in fact, sue
VNUE Washington
, HMLG’s former client. The Company believes that VNUE, Inc. (Nevada) is not the proper party for this lawsuit, and reserves all available defenses and counterclaims. Under Washington Superior Court rules, VNUE, Inc. (Nevada) if service of process takes place outside of Washington, a defendant has Sixty (60) days from the date on which it was served the Complaint, to file a response setting forth its defenses. On July 25, 2016, the court issued judgment awarding HLMG $133,482.12 with interest at a rate of 12% per annum. The judgment stipulated that $12,000 be paid within five days of the judgment and payments of $4,000 per month to start in October, 2016. The amount of the settlement has been recorded in accounts payable in the accompanying consolidated balance sheets as of December 31, 2016 and December 31, 2015.
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. For the years ended December 31, 2016 and 2015, respectively, the Company did not earn any revenue under this agreement.
License Agreement
On November 2, 2015, the Company entered into a License Agreement with Universal Music Corp. (“Universal”). The License Agreement is effective September 8, 2015, and has a term of Two (2) Years from the Effective Date. Under the terms of the License Agreement, Universal is granting to VNUE a non-exclusive, non-transferable, non-sub-licensable license to create and distribute content using certain Universal compositions, more specified in the Grant of Right’s section of the License Agreement. The Company will then market and sell this content via the VNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section of the License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the Royalty Rates section of the License Agreement.
In accordance with the Minimum Guarantee provision of the License Agreement, the Company shall pay to Universal a minimum first year fee of Fifty Thousand Dollars ($50,000), which is due within 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencement of the second year of the Term. The Company paid the first installment in September 2015 and recorded such amount as a prepaid asset. As of December 31, 2016, the entire $50,000 of this amount has been amortized and recorded as an operating expense. Upon mutual agreement of the parties the second payment has been deferred pending certain revisions of the agreement currently being negotiated between the parties.
Note 10 – Subsequent Events
On January 26, 2017, February 10, 2017 and April 7, 2017, the Company received additional aggregate borrowings of $75,000 from Ylimit, LLC under the terms of the amended note payable agreement dated March 8, 2017 (see Note 5).
From January 1, 2017 through the date the financial statements were issued, the Company issued an additional 25,750,000 shares share of its common stock to certain employees and contractors as compensation for services performed.
From January 1, 2017 through the date the financial statements were issued, the Company issued an additional 33,079,594 shares share of its common stock to Tarpon in settlement of convertible notes and accrued interest in the aggregate of $36,405 per the terms the convertible note payable agreements (see Note 5).
On March 15, 2017, one of the Company’s officers returned 50,000,000 shares of the Company’s common stock. The Company recorded the transaction as a return to treasury.