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 September 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 November 9, 2021 was 1,411,779,497.

 

 

 

  

VNUE, INC.

 

QUARTERLY REPORT ON FORM 10-Q

September 30, 2021

 

TABLE OF CONTENTS

 

 

 

PAGE

 

PART I - FINANCIAL INFORMATION

 

 

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

 

3

 

Unaudited  Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020

 

3

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021, and 2020 (unaudited)

 

4

 

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2021 and 2020 (unaudited)

 

5

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 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

 

21

 

 

 

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

Table of Contents

 

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Assets

Current assets:

 

 

 

 

 

 

Cash

 

$ 207,921

 

 

$ 4,458

 

Prepaid expenses

 

 

295,000

 

 

 

100,000

 

Total current assets

 

 

502,921

 

 

 

104,458

 

Total assets

 

$ 502,921

 

 

$ 104,458

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 834,910

 

 

$ 2,372,072

 

Shares to be issued

 

 

247,707

 

 

 

247,707

 

Accrued payroll-officers

 

 

239,750

 

 

 

209,750

 

Advances from former officer

 

 

720

 

 

 

720

 

Advances from officer

 

 

10,000

 

 

 

-

 

Notes payable

 

 

879,157

 

 

 

34,000

 

Deferred revenue

 

 

74,225

 

 

 

74,225

 

Convertible notes payable, net

 

 

635,714

 

 

 

1,956,922

 

Purchase liability

 

 

300,000

 

 

 

300,000

 

Derivative liability

 

 

-

 

 

 

3,156,582

 

Total current liabilities

 

 

3,222,183

 

 

 

8,351,979

 

Total liabilities

 

 

3,222,183

 

 

 

8,351,979

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, par value $0.0001: 20,000,000 shares authorized;4,250,579 issued and outstanding as of September 30, 2021, and December 31, 2020

 

 

425

 

 

 

413

 

Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,372,757,161 and 1,211,495,162 shares issued and outstanding, as of September 30, 2021, and December 31, 2020, respectively 

 

 

137,275

 

 

 

121,149

 

Additional paid-in capital

 

 

10,548,671

 

 

 

8,386,593

 

Accumulated deficit

 

 

(13,405,633 )

 

 

(16,755,676 )

Total stockholders' deficit

 

 

(2,719,262 )

 

 

(8,247,521 )

Total Liabilities and Stockholders' Deficit

 

$ 502,921

 

 

$ 104,458

 

   

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

 

 
3

Table of Contents

  

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - related party

 

$ 2,714

 

 

$ 1,746

 

 

$ 9,295

 

 

$ 19,932

 

Direct costs of revenue

 

 

5,380

 

 

 

-

 

 

 

5,446

 

 

 

8,509

 

Gross margin (loss)

 

 

(2,666 )

 

 

1,746

 

 

 

3,849

 

 

 

11,423

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

279,884

 

 

 

106,990

 

 

 

614,796

 

 

 

477,021

 

Total costs and expenses

 

 

279,884

 

 

 

106,990

 

 

 

614,796

 

 

 

477,021

 

Operating loss

 

 

(282,550 )

 

 

(105,244 )

 

 

(610,947 )

 

 

(465,598 )

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative liability

 

 

-

 

 

 

(6,519,216 )

 

 

3,156,582

 

 

 

(6,413,154 )

Other income

 

 

-

 

 

 

 

 

 

 

1,172,781

 

 

 

 

 

Loss on the extinguishment of debt

 

 

-

 

 

 

(190,900 )

 

 

(80,227 )

 

 

(263,609 )

Financing costs

 

 

(82,611 )

 

 

(58,872 )

 

 

(288,146 )

 

 

(230,292 )

Other income (expense), net

 

 

(82,611 )

 

 

(6,768,988 )

 

 

3,960,990

 

 

 

(6,907,055 )

Net income (loss)

 

$ (365,161 )

 

$ (6,874,231 )

 

$ 3,350,043

 

 

$ (7,372,653 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$ (0.00 )

 

$ (0.01 )

 

$ 0.00

 

 

$ (0.01 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

1,341,926,621

 

 

 

1,150,881,152

 

 

 

1,266,155,076

 

 

 

1,070,105,622

 

 

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

 

 
4

Table of Contents

 

VNUE, INC.

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Par value $0.001

 

 

Additional

 

 

 

 

 

 

 

Preferred Shares

 

 

Common Shares

 

 

Paid- in

 

 

 

 

 

 

 

Numbers

 

 

Amount

 

 

Numbers

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance - December 31, 2019

 

 

4,126,776

 

 

$ 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 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of convertible notes to common shares

 

 

 

 

 

 

 

 

 

 

57,500,000

 

 

 

5,750

 

 

 

195,500

 

 

 

 

 

 

 

201,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

 

 

 

 

 

 

 

 

500,000

 

 

 

50

 

 

 

100

 

 

 

 

 

 

 

150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,874,231 )

 

 

(6,874,231 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2020

 

 

4,126,776

 

 

$ 413

 

 

 

1,207,756,152

 

 

$ 120,775

 

 

$ 8,378,367

 

 

$ (19,574,552 )

 

$ (11,074,997 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Par value $0.001

 

 

 Additional

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

 

Common Shares

 

 

 Paid- in

 

 

 

 

 

 

 

 

Numbers

 

 

Amount

 

 

Numbers

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance - December 31, 2020

 

 

4,126,776

 

 

$ 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 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private placement of common shares

 

 

 

 

 

 

 

 

 

 

86,066,825

 

 

 

8,607

 

 

 

776,323

 

 

 

 

 

 

 

784,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(365,161 )

 

 

(365,161 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2021

 

 

4,250,579

 

 

$ 425

 

 

 

1,372,757,161

 

 

$ 137,275

 

 

$ 10,548,671

 

 

$ (13,405,633 )

 

$ (2,719,262 )

  

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

 

 
5

Table of Contents

 

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

For the nine months ended

 

 

 

September 30,

 

 

 

2021

 

 

2020

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net income (loss)

 

$ 3,350,043

 

 

$ (7,372,653 )

Adjustments to reconcile net income to net cash provided by (used for) operating activities

 

 

 

 

 

 

 

 

Change in the fair value of derivatives

 

 

(3,156,582 )

 

 

6,413,154

 

Derivative value considered financing costs

 

 

-

 

 

 

244,696

 

Loss on the extinguishment of debt

 

 

80,227

 

 

 

-

 

Amortization of debt discount

 

 

111,765

 

 

 

78,013

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(195,000 )

 

 

(100,000 )

Accounts payable and accrued interest

 

 

(1,133,919 )

 

 

161,843

 

Deferred revenue

 

 

-

 

 

 

74,225

 

Accrued payroll officers

 

 

30,000

 

 

 

78,000

 

Net cash used in operating activities

 

 

(913,466 )

 

 

(422,722 )

 

 

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

Advances from officers

 

 

10,000

 

 

 

 

 

Payments on promissory note

 

 

(12,000 )

 

 

 

 

Payment of convertible note

 

 

 

 

 

 

(45,134 )

Proceeds from the private placement of common shares

 

 

784,929

 

 

 

-

 

Proceeds from the issuance of convertible notes

 

 

334,000

 

 

 

426,989

 

Net cash provided by investing activities

 

 

1,116,929

 

 

 

381,855

 

 

 

 

 

 

 

 

 

 

Net Decrease In Cash

 

 

203,463

 

 

 

(40,867 )

Cash At The Beginning Of The Period

 

 

4,458

 

 

 

52,096

 

Cash At The End Of The Period

 

$ 207,921

 

 

$ 11,229

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash information:

 

 

 

 

 

 

 

 

Common shares issued upon conversion of notes payable and accrued interest

 

$ 1,281,523

 

 

$ 322,558

 

 

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

  

 
6

Table of Contents

 

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 nine months ended September 30, 2021, the Company used cash in operations of $913,466, and as of September 30, 2021, had a stockholders’ deficit of $2,719,262 and negative working capital of $2,719,262. These factors raise 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 September 30, 2021, the Company had cash on hand of $207,921. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to 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”)

 

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

 

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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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.

 

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

 

Fair Value of Financial Instruments (continued)

 

The carrying amounts of financial instruments such as cash, 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 September 30, 2021, and December 31, 2020, respectively, were valued using Level 3 inputs.

 

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine 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 September 30, 2021, because their impact was anti-dilutive. As of September 30, 2021, the Company had outstanding warrants to purchase 15,800,319 shares of common stock and 11,100,841 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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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 $100,000against 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 September 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 $2,714 and $9,295 during the three and nine months ended September 30, 2021, and $1,746 and $19,932 during the three and nine months ended September 30, 2020, respectively, were recorded using the assets licensed under this agreement. For the nine months ended September 30, 2021 and 2020, the fees amounted to $136 and $465 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 $239,750 and $209,750 respectively, as of September 30, 2021, and December 31, 2020, respectively. The Chief Executive Officer’s compensation is $170,000 per year.

 

Advances from Officers/Stockholders

 

From time to time, officers/stockholders of the 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 $14,000as a gain on the settlement of debt, leaving a remaining balance of $720 recorded on the consolidated balance sheet on September 30, 2021.

 

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payables are recognized initially at the 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 September 30, 2021 and December 31, 2020.

 

 

 

9/30/21

 

 

12/31/20

 

Accounts payable and accrued expense

 

$ 527,430

 

 

 

587,230

 

Accrued interest

 

 

162,221

 

 

 

466,801

 

Accrued interest and penalties Golock (a)

 

 

-

 

 

 

1,172,782

 

Soundstr Obligation

 

 

145,259

 

 

 

145,259

 

Total accounts payable and accrued liabilities

 

$ 834,910

 

 

 

2,372,072

 

 

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

  

 
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NOTE 6 – PURCHASE LIABILITY

 

On October 16, 2017, the Company entered into an agreement 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 September 30, 2021, and December 31, 2020 the Company had not yet issued 5,204,352 shares of common stock with a value of $247,707.

 

NOTE 8 – NOTES PAYABLE -PAST DUE

 

On December 17, 2015, the Company issued a Promissory Note 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 September 30, 2021, the accrued interest expense on these two Notes amounted to $34,246.

 

The principal balance of the Notes Payable outstanding was $22,000 and $34,000 as of September 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:

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Various Convertible Notes (a)(f)

 

$ 43,500

 

 

$ 43,500

 

Ylimit, LLC Convertible Notes (b)

 

 

-

 

 

 

1,336,208

 

Golock Capital, LLC Convertible Notes (c)

 

 

339,010

 

 

 

339,011

 

GSH Note (d)

 

 

165,000

 

 

 

-

 

Other Convertible Notes (e)

 

 

88,204

 

 

 

238,203

 

Convertible notes

 

$ 635,714

 

 

$ 1,956,922

 

  

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

 

Notes payable

 

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

 

Advance from officer

 

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

 

Convertible notes

 

During the three months ended June 30, 2021 the Company 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 September 30, 2021 and December 31, 2020 of which $28,500 was due to related parties. As of September 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 nine months ended September 30, 2021, Ylimit invested another $119,000 on terms comparable to recent fundings. As of September 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 September 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 September 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 September 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 nine months ended September 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 September 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 September 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 September 30, 2021, and December 31, 2020, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions:

 

 

 

9/30/21

 

 

12/31/20

 

 

 

 

 

 

 

 

Exercise Price

 

$

0.00595-0.007140

 

 

$

0.00015–0.00018

 

Stock Price

 

 

.0121

 

 

$ 0.0003

 

Risk-free interest rate

 

 

.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 September 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 September 30, 2021, and December 31, 2020 there were 1,372,757,161 and 1,211,495,162 shares of common stock issued and outstanding, respectively.

 

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

   

Preferred Stock Series A

 

As of September 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 4,126,776restricted 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 September 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, September 30, 2021

 

 

15,800,319

 

 

$ 0.0079

 

 

Information relating to outstanding warrants on September 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

 

 

2.08

 

$ 0.00475

 

 

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

 

 
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NOTE 12 – COMMITMENT AND CONTINGENCIES

 

Joint Venture Agreement – Music Reports, Inc.

 

On September 1, 2018, the Company entered into an initial 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 September 30, 2021, no net revenue was generated from the JV.

 

Litigation

 

None

 

NOTE 13 – SUBSEQUENT EVENTS

 

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

 

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

 

All dollar amounts in this 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.

 

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.

 

 
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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.

 

StageIt Acquisition

  

During the current reporting period, we announced that the company plans to acquire live streaming innovator StageIt.  The deal is expected to bring hundreds of thousands of live music fans and complementary technologies to our portfolio in addition to delivering key pioneering talent in the Music Recognition Technology (MRT) space to our roster, which the company believes will accelerate the rollout of the company's groundbreaking platform, Soundstr.

  

We are still in the due diligence process, and it has taken longer than expected to generate financials and an audit for the incoming business. The parties are working to structure and prepare the definitive documents to the transaction. We hope to enter into definitive documents and announce the same in the coming weeks.

  

Comparison for the three and nine months ended September 30, 2021, and 2020

 

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

 

Revenues

 

In the three months ended September 30, 2021, we had revenue of $2,714 compared to $1,746 for the three months ended September 30, 2020, representing an increase of $968. In the nine months ended September 30, 2021, we had revenue of $9,295 compared to $19,932 for the nine months ended September 30, 2020, representing a decrease of $10,637. 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 September 30, 2021, we had direct costs of revenue of $5,380 compared to $-0- for the three months ended September 30, 2020, representing an increase of $5,380. In the nine months ended September 30, 2021, we had direct costs of revenue of $5,446 compared to $8,509 for the nine months ended September 30, 2020, representing a decrease of $3,063. 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.

 

 
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General and Administrative Expenses

 

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

   

Other Income (Expenses), Net

 

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

   

Net Income (Loss)

 

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

 

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 nine months ended September 30, 2021, the Company used cash in operations of $903,466, and as of September 30, 2021, had a stockholders’ deficit of $2,719,262 and negative working capital of $2,719,261. These factors raise substantial 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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

   

On September 30, 2021, the Company had cash on hand of $207,921. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to 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.

 

As of the date of this quarterly report, the Company is relying on its equity line of credit with GHS Investments, LLC, described below, to fund its operations. The Company believes that this credit line will provide sufficient liquidity for the immediate future. All other financial commitments have been terminated and we are looking for new opportunities to fund the Company to supplement our credit line. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are 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”)

 

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

  

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.

 

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.

 

 
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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 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.

 

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 September 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.

 

 
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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 September 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 September 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

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

 

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 September 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

Table of Contents

 

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

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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: November 10, 2021

By:

/s/ Zach Bair

 

Zach Bair

 

Chief Executive Officer

(Principal Executive Officer and Principal Accounting Officer)

 

 
25

 

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