10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

¨ TRANSITION REPORT UNDER 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 of 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)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 x

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

The number of shares of registrant’s common stock outstanding as of March 31, 2018 was 74,335,070.

FORM 10-Q

VNUE, INC.

MARCH 31, 2018

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mining Safety Disclosures	23
Item 5	Other information	23
Item 6.	Exhibits	24
SIGNATURES		25

2

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

VNUE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2018			December 31, 2017
	(Unaudited)
Assets
Current Assets
Cash	$	15,916		$	10,278
Prepaid expenses		6,667			667
Total current assets		22,583			10,945
Intangible assets, net		291,666			320,833
Total assets	$	314,249		$	331,778
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	698,280		$	660,506
Accrued payroll to officers		563,460			508,460
Advances from stockholders		14,720			14,720
Note payable to officer		74,131			74,131
Notes payable		9,000			9,000
Convertible notes payable, net		816,130			617,725
Convertible notes payable, related parties, net		30,000			30,000
Derivative liabilities		711,178			866,873
Total current liabilities		2,916,899			2,781,415
Purchase liability		300,000			300,000
Total liabilities		3,216,899			3,081,415
Commitment and Contingencies
Stockholders’ Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized; none issued		-			-
Common stock, par value $0.0001: 750,000,000 shares authorized; 74,335,070 and 74,335,070 shares issued and outstanding, respectively		7,433			7,433
Additional paid-in capital		4,796,086			4,755,719
Common stock to be issued, 6,537,352 shares and 6,537,352 shares, respectively		932,734			932,734
Accumulated deficit		(8,638,903	)		(8,445,523	)
Total Stockholders’ Deficit		(2,902,650	)		(2,749,637	)
Total Liabilities and Stockholders’ Deficit	$	314,249		$	331,778

See accompanying notes to the condensed consolidated financial statements.

3

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		For the Three Months Ended March 31,
		2018			2017
		(Unaudited)			(Unaudited)
Revenues		$	15,483		$	-
Operating Expenses
Direct costs of revenues			23,124			-
Research and development			3,676			43,421
General and administrative			185,657			280,407
Total operating expenses			212,457			323,828
Loss from Operations			(196,974	)		(323,828	)
Other income (expenses)
Change in fair value of derivative liability			274,324			103
Gain on extinguishment of derivative liability			-			118,309
Financing costs			(270,730	)		(147,231	)
Other income (expense), net			3,594			(28,819	)
Net loss		$	(193,380	)	$	(352,647	)
Loss per share
	- Basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding
	- Basic and diluted		74,335,070			69,021,816

See accompanying notes to the condensed consolidated financial statements.

4

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2018

	Common Stock				Additional		Shares					Total
	Shares		Amount		Paid-In Capital		to be Issued		Accumulated Deficit			Stockholders’ Deficit
Balance, December 31, 2017		74,335,070	$	7,433	$	4,755,719	$	932,734	$	(8,445,523	)	$	(2,749,637	)
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount						40,367							40,367
Net loss		-		-		-		-		(193,380	)		(193,380	)
Balance, March 31, 2018 (Unaudited)		74,335,070	$	7,433	$	4,796,086	$	932,734	$	(8,638,903	)	$	(2,902,650	)

See accompanying notes to the condensed consolidated financial statements.

5

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2018			2017
	(Unaudited)			(Unaudited)
Cash Flows From Operating Activities
Net loss	$	(193,380	)	$	(352,647	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(274,324	)		(103	)
Derivative value in excess of convertible notes		81,098			73,520
Gain on extinguishment of derivative liability		-			(118,309	)
Amortization of debt discount		166,303			56,581
Amortization of intangible asset		29,167			-
Original issue discount on convertible note payable		-			3,000
Shares issued for services		-			95,125
Changes in operating assets and liabilities:
Prepaid expense		(6,000	)		(6,667	)
Accounts payable and accrued expenses		37,774			72,373
Accrued payroll		55,000			66,625
Net Cash Used in Operating Activities		(104,362	)		(110,502	)
Cash Flows From Financing Activities
Proceeds from issuance of convertible notes payable		110,000			100,000
Net Cash Provided by Financing Activities		110,000			100,000
Net Change in Cash		5,638			(10,502	)
Cash – Beginning of the Reporting Period		10,278			17,952
Cash – End of the Reporting Period	$	15,916		$	7,450
Supplemental Disclosure of Cash Flow Information:
Interest Paid	$	-		$	-
Income Tax Paid	$	-		$	-
Non-Cash Financing Activities
Common shares issued upon conversion of notes payable and accrued interest	$	-		$	31,405
Return of common shares by officer	$	-		$	(5,000	)
Fair value of derivative created upon issuance of convertible notes payable recorded as debt discount	$	37,531		$	103,000
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount	$	40,367		$	-

See accompanying notes to the condensed consolidated financial statements.

6

VNUE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of VNUE, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

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.

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 50,762,987 shares of TGRI common stock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and 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 conducted a reverse stock split of the Company’s common stock at a ratio 1 for 10 of each share issued and outstanding on the effective date of April 15, 2017. The reverse was effective as to the market on August 7, 2017. All historically reported share and per shares amounts within have been adjusted to reflect the reverse stock split as if it occurred as of the earliest period presented.

Overview of Business

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 accompanying condensed 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 condensed consolidated financial statements, during the three months ended March 31, 2018, the Company incurred an operating loss of $196,974, used cash in operations of $104,362 and had a stockholders’ deficit of $2,902,650 as of March 31, 2018. 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. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2017 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

At March 31, 2018, the Company had cash on hand in the amount of $15,916. Subsequent to March 31, 2018, the Company received additional borrowings of $87,500 (see Note 10). Management estimates that the current funds on hand will be sufficient to continue operations through June 2018. 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. 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.

7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis 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:

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	%
VNUE Technology Inc.	The State of Washington	October 16, 2014		90	%
VNUE Media Inc.	The State of Washington	October 16, 2014		89	%

VNUE Technology, Inc. and VNUE Media, Inc. were inactive corporations at March 31, 2018 and 2017, respectively. Inter-company balances and transactions have been eliminated.

Revenue Recognition

In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

The Company recognizes revenue on the sale of digital video disks (DVD) that contain the recording of live concerts and made available to concert viewers immediately after the show and on-line.

Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied.

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 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.

8

Fair Value of Financial Instruments

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

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

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

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

The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.

The fair value of the derivative liabilities of $711,178 and $866,873 at March 31, 2018 and December 31, 2017, 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 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 net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

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 if their effect is antidilutive.

For the three months ended March 31, 2018 and 2017, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of March 31, 2018 and 2017, 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.

	March 31,
	2018		2017
Convertible Notes Payable		58,502,514		40,142,482
Warrants		8,004,708		-
Total		66,507,222		40,142,482

9

Intangible Assets

The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.

At March 31, 2018 and December 31, 2017, we had intangible assets of $291,666 and $320,833, respectively (see Note 3). Management believes there were no indications of impairment based on management’s assessment of these assets at those dates. Factors we consider important that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. If current economic conditions worsen causing decreased revenues and increased costs, we may have to record an impairment to our intangible assets.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (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 in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or 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.

NOTE 3 – INTANGIBLE ASSETS AND PURCHASE LIABILITY

Intangible assets as of March 31, 2018 and December 31, 2017, consist of the following:

	As of
	March 31,			December 31,
	2018			2017
Acquisition of Set.fm	$	350,000		$	350,000
Accumulated amortization		(58,334	)		(29,167	)
Balance	$	291,666		$	320,833

10

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. Additionally, the Company will offer PledgeMusic North America’s full suite of music business tools allowing artists to sell music, merchandise and live experiences directly to fans, enhancing the Company’s clients’ revenue opportunities on a shared revenue basis. Set.fm is a do-it-yourself (DIY) platform that makes it easy for artists to record and sell their live shows directly to fans’ mobile devices, uploading simultaneously with their performance. The platform, which also features an innovative and easy-to-use studio app, already boasts thousands of artists and tens of thousands of fans using it. VNUE plans to update and improve the existing platform for indie artists and their fans, and to implement pro features for artists that VNUE and its affiliate DiscLive produce. The Company determined that the acquisition of Set.fm constituted the acquisition of an asset for accounting purposes.

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 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. As of March 31, 2018, there was no net revenue derived from the acquired assets and accordingly, no payments were made on the earnout.

The Company assigned $350,000 of the purchase price to intellectual property which will be amortized over a three (3) year period. Total amortization expense during the three months ended March 31, 2018, was $29,167, which is included in general and administrative expense in the Condensed Consolidated Statements of Operations.

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. Revenues of $15,483 and cost of revenues of $23,124 during the three months ended March 31, 2018, were recorded using the assets licensed under this agreement. No similar activity was incurred during the prior year period.

Advances from Stockholders / 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 March 31, 2018 and December 31, 2017, the advances from the employees were $14,720 and $14,720, respectively.

Note payable to President and Significant Stockholder

On December 31, 2014 the Company entered into a note payable agreement with its President, and significant stockholder of the Company. The note is unsecured, non-interest bearing and due on December 31, 2024. As of March 31, 2018 and December 31, 2017, the note payable to the officer was $74,131 and $74,131, respectively.

Convertible Notes Payable to the Officers and Directors

In August 2014 the Company issued non-interest bearing convertible notes to certain Officers and Directors of the Company for working capital purposes. 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. The outstanding balance due under these notes was $30,000 at March 31, 2018 and December 31, 2017, respectively.

11

Transactions with Louis Mann

On August 26, 2015, the Company entered into an Advisory Agreement with Louis Mann (“MANN”), a former officer and director with the Company who resigned as an officer and director on August 26, 2015. The 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.

On September 15, 2017, the Company entered into a new Advisory Agreement with MANN. The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for a period of six (6) months and with automatic six (6) months renewals, unless terminated in accordance with the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month.

During the three months ended March 31, 2018 and 2017, the Company incurred costs of $15,000 and $0 relating to these agreements, respectively. As of March 31, 2108 and December 31, 2017, $40,000 and $32,500 of cash compensation is owed to MANN and included in accounts payable and accrued expenses, respectively. Additionally, 60,000 shares of common stock, valued at $578, are included in shares to be issued at March 31, 2018 and December 31, 2017, respectively.

NOTE 5 – NOTE PAYABLE (IN DEFAULT)

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%. The balance of the note payable outstanding was $9,000 as of March 31, 2018 and December 31, 2017, respectively.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consist of the following:

			As of
			March 31,		December 31,
			2018		2017
Various Convertible Notes	(a)	$	55,000	$	55,000
Ylimit, LLC Convertible Notes	(b)		527,000		517,000
Crossover Capital Fund II, LLC Convertible Notes	(c)		99,500		61,000
Golock Capital, LLC Convertible Notes	(d)		231,750		191,750
DBW Investments	(e)		56,000		21,000
Total Convertible Notes			969,250		845,750
Discount			(123,120)		(198,025)
Convertible notes, net		$	846,130	$	647,725

__________

(a) In August 2014 the Company 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 March 31, 2018 and December 31, 2017, of which $30,000 was due to related parties.

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(b)	On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. During the three months ended March 31, 2018, the Company borrowed an additional $10,000. The balance of notes outstanding was $527,000 as of March 31, 2018 and the balance of the debt discount was $40,885 (see Note 10).
(c)	On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. The balance of the note outstanding was $61,000 as of March 31, 2018 and December 31, 2017, respectively. The balance of the debt discount was $1,839 and $38,940 as of March 31, 2018 and December 31, 2017, respectively.
	On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The balance of the note outstanding, and the related debt discount was $38,500 and $34,440 as of March 31, 2018, respectively.

(d)

From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into this agreement 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 piggy back 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 was $191,750 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $5,365 and $19,652 as of March 31, 2018 and December 31, 2017, respectively.

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 (see Note 9). 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 piggy back 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 note outstanding, and the related debt discount was $40,000 and $31,648 as of March 31, 2018, respectively.

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(e)

On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. 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 a warrant to the Lender for 200,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The balance of the note outstanding was $21,000 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $1,309 and $2,073 as of March 31, 2018 and December 31, 2017, respectively.

On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. 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. The balance of the note outstanding, and the related debt discount was $35,000 and $7,633 as of March 31, 2018, respectively.

For both YLimit, LLC (b) and Crossover Capital Fund II, LLC (c) above, 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. The discount is being amortized using the effective interest rate method over the life of the debt instruments.

The balance of the unamortized discount at December 31, 2017, was $198,205. During the three months ended March 31, 2018, the Company issued $48,500 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $118,629, of which $37,531 was recorded as a valuation discount, and the remaining $81,098 was recorded as a financing cost. In addition, the Company recorded debt discount of $40,367 related to warrants issued with the issuance of convertible notes totaling $75,000 during the period and $13,500 relating to issuance costs. During the three months ended March 31, 2018 and 2017, amortization of debt discount was $166,303 and $56,581, respectively. The unamortized balance of the debt discount was $123,120 as of March 31, 2018.

For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows:

	March 31, 2018		December 31, 2017
Convertible notes payable, net	$	816,130	$	617,725
Convertible notes payable, related party, net		30,000		30,000
Total	$	846,130	$	647,725

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NOTE 7 – 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 March 31, 2018 and December 31, 2017, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions:

	March 31, 2018			Issued During 2018			December 31, 2017
Exercise Price	$	0.005 – 0.035		$	0.005 – 0.035		$	0.002 – 0.108
Stock Price	$	0.02		$	0.010 - 0.020		$	0.109
Risk-free interest rate	1.76 – 2.09		%		1.79 – 2.09	%	0.84 – 1.24		%
Expected volatility		345	%		306% - 345	%		358	%
Expected life (in years)		1.000			1.000 – 1.304			1.000
Expected dividend yield		0	%		0	%		0	%
Fair Value:	$	711,178		$	118,629		$	866,873

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.

During the three months ended March 31, 2018, the Company recognized $274,324 as other income, which represented the change in the value of the derivative from the respective prior period. In addition, the Company recognized derivative liabilities of $118,629 upon issuance of convertible notes during the period.

NOTE 8 – STOCKHOLDERS’ DEFICIT

Shares to be issued

As of March 31, 2018 and December 31, 2017, the Company had not yet issued 6,537,352 shares of common stock with a value of $932,734 due for past services provided.

Warrants

A summary of warrant activity for the three months ended March 31, 2018, is as follows:

	Number		Weighted - Average
	of Warrants		Exercise Price
Outstanding at December 31, 2017		5,004,708	$	0.014
Granted		3,000,000		0.015
Forfeited		-		-
Outstanding at March 31, 2018		8,004,708	$	0.014
Exercisable at March 31, 2018		8,004,708	$	0.014

Information relating to outstanding warrants at March 31, 2018, summarized by exercise price, is as follows:

Outstanding							Exercisable
					Weighted				Weighted
					Average				Average
Range of					Exercise				Exercise
Exercise	Shares		Life in Years		Price		Shares		Price
$0.01 - $0.15		8,004,708		2.64	$	0.014		8,004,708	$	0.014
		8,004,708						8,004,708

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During the three months ended March 31, 2018, the Company issued 3,000,000 warrants with a three (3) year expiration date and an exercise price of $0.015 per share to purchase the Company’s common stock as an inducement to enter into certain convertible note agreements. The aggregate fair value of the warrants granted was determined to be $46,774 of which $40,367 was allocated and recorded as a debt discount and is being amortized to financing costs over the term of the related convertible notes.

The weighted-average remaining contractual life of warrants outstanding and exercisable at March 31, 2018 was 2.64 years. The intrinsic value of both outstanding and exercisable warrants at March 31, 2018 was $47,774.

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 $130,553 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 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 March 31, 2018 and December 31, 2017. The balance outstanding as of March 31, 2018 was $118,065 and included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. On April 12, 2018, the Company and Hughes Media Law Group, Inc. (“HLMG”) entered into a conversion and cancellation of debt agreement relating to the outstanding obligation. The Company agreed to convert the outstanding obligation of $118,065 into 3,935,512 shares of common stock, or $0.03 per share.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to March 31, 2018, the Company issued 4,396,660 shares of the Company’s common stock in satisfaction of $526,769 of outstanding obligations to its officers.

On April 2, 2018, the Company entered into a conversion and cancellation of debt agreement relating to an outstanding vendor obligation. The Company agreed to convert the outstanding obligation of $5,000 into 100,000 shares of common stock, or $0.05 per share.

On April 8, 2018, the Company entered into a conversion and cancellation of debt agreement relating to an outstanding convertible note. The Company agreed to convert the outstanding note balance of $10,000 into 200,000 shares of common stock, or $0.05 per share.

On April 12, 2018, the Company entered into a convertible promissory note and a conversion and cancellation of debt agreement relating to an outstanding obligation of $61,529. The convertible promissory note is in the principal amount of $15,000, with an interest rate at 10% per annum, a maturity date of January 12, 2019, and is convertible into shares of the Company common stock at $0.08 per share. The Company agreed to convert the remaining balance of $46,529 into 930,594 share of Common Stock, or $0.05 per share.

On April 12, 2018, the Company and Ylimit, LLC (see Note 6) entered into an amendment to the original secured convertible promissory note. The amendment increased the borrowing limit by $87,500 to a total of $604,500, and extended the maturity date to May 9, 2019. Subsequent to March 31, 2018, the Company received $87,500 under the amendment.

On May 11, 2018, the Company issued 300,000 shares of common stock for services received relating to a consulting agreement.

Asset Acquisition

On April 23, 2018, the Company entered into an agreement with MusicPlay Analytics, LLC (d/b/a Soundstr) (“Soundstr”) whereby the Company acquired the assets of Soundstr, a technology that aims to help businesses pay fairer music license fees based on actual music usage. The Company purchased the assets of Soundstr by issuing 2,275,000 shares of the Company’s common stock and the Company agreed to assume and pay approximately $234,500 of identified Soundstr obligations within 60 days of April 23, 2018.

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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.

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

Presentation of Information

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

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

Overview

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

Overview of our Current Business

Following the Merger on May 29, 2015, we now carry on business as a live entertainment music service company which brings bands and fans together by capturing professional quality audio and video recordings of live performances and delivers the experience of a venue to your home and hand.

By streamlining the processes of curation, clearing, capturing, distribution & monetization, VNUE manages and simplifies the complexities of the music ecosystem.

VNUE captures content through its Front of House mobile application and provides world-wide distribution and monetization through a suite of mobile, web administration applications, allowing an artist to seamlessly deliver and sell their live performances directly to the fans who attend their shows.

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.

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On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc., whereby the Company will acquire the assets of the digital live music distribution platform Set.fm from PledgeMusic (See Note 3 of the condensed consolidated financial statements herein). Additionally, the Company will offer PledgeMusic North America’s full suite of music business tools allowing artists to sell music, merchandise and live experiences directly to fans, enhancing the Company’s clients’ revenue opportunities on a shared revenue basis. Set.fm is a do-it-yourself (DIY) platform that makes it easy for artists to record and sell their live shows directly to fans’ mobile devices, uploading simultaneously with their performance. The platform, which also features an innovative and easy-to-use studio app, already boasts thousands of artists and tens of thousands of fans using it. VNUE plans to update and improve the existing platform for indie artists and their fans, and to implement pro features for artists that VNUE and its affiliate DiscLive produce.

Results of Operations

The following discussion and analysis of our results of operations and financial condition for the three months ended March 31, 2018 and 2017, should be read in conjunction with our condensed consolidated financial statements and related notes included in this report. We are in the process of completing development of our products and services and therefore had minimal revenues during this quarter.

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

Revenues

Our revenues for the three months ended March 31, 2018 amount to $15,483. The Company had no revenues for the three months ended March 31, 2017. The revenues resulted from the use of the assets licensed from DiscLive discussed above.

Direct Costs of Revenues

Our direct costs of revenues for the three months ended March 31, 2018 amounted to $23,124. The Company had no direct costs of revenues for the three months ended March 31, 2017. The costs resulted from the use of the assets licensed from DiscLive.

Research and Development

Our research and development expenses for the three months ended March 31, 2018 and 2017, amounted to $3,676 and $43,421, respectively. The decrease in research and development expenses relative to last year was reflected the decrease in full time personnel and contract labor caused by our lack of sufficient working capital.

General and Administrative Expenses

Our general and administrative expenses for the three months ended March 31, 2018 and 2017, amounted to $185,657 and $280,407, respectively. The decrease in general and administrative expenses relative to last year was due to a reduction in stock-based compensation expense of $95,125.

Other Income (Expenses), Net

We recorded other income, net of $3,594 for the three months ended March 31, 2018, compared to other expense of $28,819 for the three months ended March 31, 2017. The change in other income (expenses), net, was primarily due to the change in the fair value of derivative liabilities of $274,221, offset by increased financing costs of $123,499. Additionally, in the prior year period, the Company recorded a gain on extinguishment of derivative liability of $118,309, for which no similar activity occurred during the current year period.

Net Loss from Operations

As a result of the foregoing revenues, direct costs of revenues, research and development expenses, general and administrative expenses, and other income (expenses), net, our net loss for the three months ended March 31, 2018 was $193,380, compared to our net loss for the three months ended March 31, 2017 of $352,647.

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Liquidity and Capital Resources

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

As of March 31, 2018, we had cash and cash equivalents of $15,916.

We had negative cash flow from operating activities of $104,362 for the three months ended March 31, 2018, compared with negative cash flow from operating activities of $110,502 for the three months ended March 31, 2017. Our negative cash flow was to fund our operating losses.

We generated cash flow from financing activities of $110,000 for the three months ended March 31, 2018, as compared to $100,000 for the three months ended March 31, 2017. The cash flows from financing activities for both periods was from proceeds received from the issuance of convertible notes.

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.

Going Concern

The accompanying condensed 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 condensed consolidated financial statements, during the three months ended March 31, 2018, the Company incurred an operating loss of $196,974, used cash in operations of $104,362 and had a stockholders’ deficit of $2,902,650 as of March 31, 2018. 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. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2017 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

At March 31, 2018, the Company had cash on hand in the amount of $15,916. Subsequent to March 31, 2018, the Company received additional borrowings of $87,500 (see Note 10). Management estimates that the current funds on hand will be sufficient to continue operations through June 2018. 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. 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.

We have not generated meaningful revenues, have incurred losses since our inception, and rely upon the sale of our common stock and loans from related and other parties to fund our operations. While we do plan to generate increasing revenues in the foreseeable future, if we are unable to raise equity or secure alternative financing, we may not be able to pursue our plans and our business may fail.

Convertible Notes Payable

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. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $527,000 and $517,000 as of March 31, 2018 and December 31, 2017, respectively. On April 12, 2018, the Note was amended to authorize total borrowings on this Note to $604,500, with the terms remaining the same except that the maturity date was extended to May 9, 2019.

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Crossover Capital Fund II, LLC

On March 2, 2018, the Company issued a convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The balance of the note outstanding was $38,500 as of March 31, 2018.

Golock Capital, LLC

On February 2, 2018, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate 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 (see Note 9). 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 piggy back 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 note outstanding was $40,000 as of March 31, 2018.

DBW Investments

On January 18, 2018, the Company issued a convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. 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 (see Note 8). The balance of the note outstanding was $35,000 as of March 31, 2018.

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 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 2 - Significant and Critical Accounting Policies and Practices herein).

20

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 net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and 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.

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.

21

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Not applicable.

Item 4. Controls and Procedures

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 March 31, 2018. 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 time 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 time 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.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our principal executive officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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 December 31, 2017, 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.

In light of the existence of these material weaknesses, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control

During the three months ended March 31, 2018, 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.

22

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, neither the Company, nor its officers or directors are involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material to our financial condition or results of operations.

On December 11, 2015, Hughes Media Law Group, Inc. 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 $130,553 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. The lawsuit was amended by HMLG, and now includes VNUE Media, Inc. and VNUE Technology, Inc. as additional parties. On July 25, 2016, the court issued judgment awarding HLMG $133,482 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 condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017. On April 12, 2018, the Company and Hughes Media Law Group, Inc. (“HLMG”) entered into a conversion and cancellation of debt agreement relating to the outstanding obligation. The Company agreed to convert the outstanding obligation of $118,065 into 3,935,512 shares of common stock, or $0.03 per share (see Note 10 of the accompanying condensed consolidated financial statements).

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

Subsequent to March 31, 2018, the following private issuance and sales occurred:

The Company issued 4,396,660 shares of the Company’s common stock in satisfaction of $526,769 of outstanding obligations to its officers.

On April 2, 2018, the Company entered into a conversion and cancellation of debt agreement relating to an outstanding vendor obligation. The Company agreed to convert the outstanding obligation of $5,000 into 100,000 shares of common stock, or $0.05 per share.

On April 8, 2018, the Company entered into a conversion and cancellation of debt agreement relating to an outstanding convertible note. The Company agreed to convert the outstanding note balance of $10,000 into 200,000 shares of common stock, or $0.05 per share.

On April 12, 2018, the Company entered into a convertible promissory note and a conversion and cancellation of debt agreement relating to an outstanding obligation of $61,529. The convertible promissory note is in the principal amount of $15,000, with an interest rate at 10% per annum, a maturity date of January 12, 2019, and is convertible into shares of the Company common stock at $0.08 per share. The Company agreed to convert the remaining balance of $46,529 into 930,594 share of Common Stock, or $0.05 per share.

On April 23, 2018, the Company entered into an agreement with MusicPlay Analytics, LLC (d/b/a Soundstr) (“Soundstr”) whereby the Company acquired the assets of Soundstr, a technology that aims to help businesses pay fairer music license fees based on actual music usage. The Company purchased the assets of Soundstr by issuing 2,275,000 shares of the Company’s common stock and the Company agreed to assume and pay approximately $234,500 of identified Soundstr obligations within 60 days of April 23, 2018.

On May 11, 2018, the Company issued 300,000 shares of common stock for services received relating to a consulting agreement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended March 31, 2018.

ITEM 4. MINING SAFETY DISCLOSURES

N/A

ITEM 5. OTHER INFORMATION

None.

23

ITEM 6. EXHIBITS

Exhibits

Exhibit Number	Description of Exhibits
3.1	Articles of Incorporation (1)
3.2	Bylaws (2)
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	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

*Filed herein

(1)	Included as an exhibit with our Form SB-2 filed October 13, 2006.
(2)	Included as an exhibit with our Form 8-K filed February 1, 2011.

24

SIGNATURES

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

Registrant	VNUE, Inc.
Date: May 21, 2018	By:	/s/ Zach Bair
		Zach Bair
		Chief Executive Officer and Principal Accounting Officer

 25

EX-31.1

EXHIBIT 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

I, Zach Bair certify that:

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

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

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

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

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

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

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

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

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

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

Registrant	VNUE, Inc.
Date: May 21, 2018	By:	/s/ Zach Bair
		Zach Bair
		Chief Executive Officer and Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of VNUE, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Zach Bair, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

Registrant	VNUE, Inc.
Date: May 21, 2018	By:	/s/ Zach Bair
		Zach Bair
		Chief Executive Officer and Principal Accounting Officer

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2018 shares
Document And Entity Information
Entity Registrant Name	VNUE, Inc.
Entity Central Index Key	0001376804
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	74,335,070
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 15,916	$ 10,278
Prepaid expenses	6,667	667
Total current assets	22,583	10,945
Intangible assets, net	291,666	320,833
Total assets	314,249	331,778
Current Liabilities
Accounts payable and accrued expenses	698,280	660,506
Accrued payroll to officers	563,460	508,460
Advances from stockholders	14,720	14,720
Note payable to officer	74,131	74,131
Notes payable	9,000	9,000
Convertible notes payable, net	816,130	617,725
Convertible notes payable, related parties, net	30,000	30,000
Derivative liabilities	711,178	866,873
Total current liabilities	2,916,899	2,781,415
Purchase liability	300,000	300,000
Total liabilities	3,216,899	3,081,415
Commitment and Contingencies
Stockholders' Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized; none issued
Common stock, par value $0.0001: 750,000,000 shares authorized; 74,335,070 and 74,335,070 shares issued and outstanding, respectively	7,433	7,433
Additional Paid-in Capital	4,796,086	4,755,719
Common stock to be issued, 6,537,352 shares and 6,537,352 shares, respectively	932,734	932,734
Accumulated deficit	(8,638,903)	(8,445,523)
Total Stockholders' Deficit	(2,902,650)	(2,749,637)
Total Liabilities and Stockholders' Deficit	$ 314,249	$ 331,778

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Stockholders' Deficit
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	750,000,000	750,000,000
Common Stock, shares issued	74,335,070	74,335,070
Common Stock, shares outstanding	74,335,070	74,335,070
Common stock to be issued	6,537,352	6,537,352

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Condensed Consolidated Statements Of Operations
Revenues	$ 15,483
Operating expenses
Direct costs of revenues	23,124
Research and development	3,676	43,421
General and administrative	185,657	280,407
Total operating expenses	212,457	323,828
Loss from operations	(196,974)	(323,828)
Other income (expenses)
Change in fair value of derivative liability	274,324	103
Gain on extinguishment of derivative liability		118,309
Financing costs	(270,730)	(147,231)
Other income (expense), net	3,594	(28,819)
Net loss	$ (193,380)	$ (352,647)
Loss per share - Basic and diluted	$ (0.00)	$ (0.01)
Weighted average common shares outstanding - Basic and diluted	74,335,070	69,021,816

XML

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (UNAUDITED) - 3 months ended Mar. 31, 2018 - USD ($)	Common Stock	Additional Paid-In Capital	Shares To Be Issued	Accumulated Deficit	Total
Beginning balance, Shares at Dec. 31, 2017	74,335,070
Beginning balance, Amount at Dec. 31, 2017	$ 7,433	$ 4,755,719	$ 932,734	$ (8,445,523)	$ (2,749,637)
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount		40,367			40,367
Net loss				(193,380)	(193,380)
Ending balance, Shares at Mar. 31, 2018	74,335,070
Ending balance, Amount at Mar. 31, 2018	$ 7,433	$ 4,796,086	$ 932,734	$ (8,638,903)	$ (2,902,650)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows From Operating Activities
Net loss	$ (193,380)	$ (352,647)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	(274,324)	(103)
Derivative value in excess of convertible notes	81,098	73,520
Gain on extinguishment of derivative liability		(118,309)
Amortization of debt discount	166,303	56,581
Amortization of intangible asset	29,167
Original issue discount on convertible note payable		3,000
Shares issued for services		95,125
Changes in operating assets and liabilities:
Prepaid expense	(6,000)	(6,667)
Accounts payable and accrued expenses	37,774	72,373
Accrued payroll	55,000	66,625
Net Cash Used in Operating Activities	(104,362)	(110,502)
Cash Flows From Financing Activities
Proceeds from issuance of convertible notes payable	110,000	100,000
Net Cash Provided by Financing Activities	110,000	100,000
Net Change in Cash	5,638	(10,502)
Cash - Beginning of the Reporting Period	10,278	17,952
Cash - End of the Reporting Period	15,916	7,450
Supplemental Disclosure of Cash Flow Information:
Interest Paid
Income Tax Paid
Non-Cash Financing Activities
Common shares issued upon conversion of notes payable and accrued interest		31,405
Return of common shares by officer		(5,000)
Fair value of derivative created upon issuance of convertible notes payable recorded as debt discount	37,531	103,000
Fair value of warrants and beneficial conversion feature related to convertible notes payable recorded as debt discount	$ 40,367

XML

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of VNUE, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

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.

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 50,762,987 shares of TGRI common stock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and 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 conducted a reverse stock split of the Company’s common stock at a ratio 1 for 10 of each share issued and outstanding on the effective date of April 15, 2017. The reverse was effective as to the market on August 7, 2017. All historically reported share and per shares amounts within have been adjusted to reflect the reverse stock split as if it occurred as of the earliest period presented.

Overview of Business

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 accompanying condensed 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 condensed consolidated financial statements, during the three months ended March 31, 2018, the Company incurred an operating loss of $196,974, used cash in operations of $104,362 and had a stockholders’ deficit of $2,902,650 as of March 31, 2018. 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. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2017 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

At March 31, 2018, the Company had cash on hand in the amount of $15,916. Subsequent to March 31, 2018, the Company received additional borrowings of $87,500 (see Note 10). Management estimates that the current funds on hand will be sufficient to continue operations through June 2018. 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. 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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis 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:

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	%
VNUE Technology Inc.	The State of Washington	October 16, 2014		90	%
VNUE Media Inc.	The State of Washington	October 16, 2014		89	%

VNUE Technology, Inc. and VNUE Media, Inc. were inactive corporations at March 31, 2018 and 2017, respectively. Inter-company balances and transactions have been eliminated.

Revenue Recognition

In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

The Company recognizes revenue on the sale of digital video disks (DVD) that contain the recording of live concerts and made available to concert viewers immediately after the show and on-line.

Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied.

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 to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates.

Fair Value of Financial Instruments

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

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

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

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

The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.

The fair value of the derivative liabilities of $711,178 and $866,873 at March 31, 2018 and December 31, 2017, 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 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 net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

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 if their effect is antidilutive.

For the three months ended March 31, 2018 and 2017, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of March 31, 2018 and 2017, 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.

	March 31,
	2018		2017
Convertible Notes Payable		58,502,514		40,142,482
Warrants		8,004,708		-
Total		66,507,222		40,142,482

Intangible Assets

The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.

At March 31, 2018 and December 31, 2017, we had intangible assets of $291,666 and $320,833, respectively (see Note 3). Management believes there were no indications of impairment based on management’s assessment of these assets at those dates. Factors we consider important that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. If current economic conditions worsen causing decreased revenues and increased costs, we may have to record an impairment to our intangible assets.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (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 in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or 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.

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INTANGIBLE ASSETS AND PURCHASE LIABILITY

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 3 - INTANGIBLE ASSETS AND PURCHASE LIABILITY

Intangible assets as of March 31, 2018 and December 31, 2017, consist of the following:

	As of
	March 31, 2018			December 31, 2017
Acquisition of Set.fm	$	350,000		$	350,000
Accumulated amortization		(58,334	)		(29,167	)
Balance	$	291,666		$	320,833

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. Additionally, the Company will offer PledgeMusic North America’s full suite of music business tools allowing artists to sell music, merchandise and live experiences directly to fans, enhancing the Company’s clients’ revenue opportunities on a shared revenue basis. Set.fm is a do-it-yourself (DIY) platform that makes it easy for artists to record and sell their live shows directly to fans’ mobile devices, uploading simultaneously with their performance. The platform, which also features an innovative and easy-to-use studio app, already boasts thousands of artists and tens of thousands of fans using it. VNUE plans to update and improve the existing platform for indie artists and their fans, and to implement pro features for artists that VNUE and its affiliate DiscLive produce. The Company determined that the acquisition of Set.fm constituted the acquisition of an asset for accounting purposes.

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 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. As of March 31, 2018, there was no net revenue derived from the acquired assets and accordingly, no payments were made on the earnout.

The Company assigned $350,000 of the purchase price to intellectual property which will be amortized over a three (3) year period. Total amortization expense during the three months ended March 31, 2018, was $29,167, which is included in general and administrative expense in the Condensed Consolidated Statements of Operations.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

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. Revenues of $15,483 and cost of revenues of $23,124 during the three months ended March 31, 2018, were recorded using the assets licensed under this agreement. No similar activity was incurred during the prior year period.

Advances from Stockholders / 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 March 31, 2018 and December 31, 2017, the advances from the employees were $14,720 and $14,720, respectively.

Note payable to President and Significant Stockholder

On December 31, 2014 the Company entered into a note payable agreement with its President, and significant stockholder of the Company. The note is unsecured, non-interest bearing and due on December 31, 2024. As of March 31, 2018 and December 31, 2017, the note payable to the officer was $74,131 and $74,131, respectively.

Convertible Notes Payable to the Officers and Directors

In August 2014 the Company issued non-interest bearing convertible notes to certain Officers and Directors of the Company for working capital purposes. 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. The outstanding balance due under these notes was $30,000 at March 31, 2018 and December 31, 2017, respectively.

Transactions with Louis Mann

On August 26, 2015, the Company entered into an Advisory Agreement with Louis Mann (“MANN”), a former officer and director with the Company who resigned as an officer and director on August 26, 2015. The 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.

On September 15, 2017, the Company entered into a new Advisory Agreement with MANN. The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for a period of six (6) months and with automatic six (6) months renewals, unless terminated in accordance with the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month.

During the three months ended March 31, 2018 and 2017, the Company incurred costs of $15,000 and $0 relating to these agreements, respectively. As of March 31, 2108 and December 31, 2017, $40,000 and $32,500 of cash compensation is owed to MANN and included in accounts payable and accrued expenses, respectively. Additionally, 60,000 shares of common stock, valued at $578, are included in shares to be issued at March 31, 2018 and December 31, 2017, respectively.

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NOTE PAYABLE (IN DEFAULT)

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 5 - NOTE PAYABLE (IN DEFAULT)

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%. The balance of the note payable outstanding was $9,000 as of March 31, 2018 and December 31, 2017, respectively.

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 6 - CONVERTIBLE NOTES PAYABLE

Convertible notes payable consist of the following:

			As of
			March 31,		December 31,
			2018		2017
Various Convertible Notes	(a)	$	55,000	$	55,000
Ylimit, LLC Convertible Notes	(b)		527,000		517,000
Crossover Capital Fund II, LLC Convertible Notes	(c)		99,500		61,000
Golock Capital, LLC Convertible Notes	(d)		231,750		191,750
DBW Investments	(e)		56,000		21,000
Total Convertible Notes			969,250		845,750
Discount			(123,120)		(198,025)
Convertible notes, net		$	846,130	$	647,725

__________

(a) In August 2014 the Company 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 March 31, 2018 and December 31, 2017, of which $30,000 was due to related parties.

(b)	On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. During the three months ended March 31, 2018, the Company borrowed an additional $10,000. The balance of notes outstanding was $527,000 as of March 31, 2018 and the balance of the debt discount was $40,885 (see Note 10).
(c)	On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. The balance of the note outstanding was $61,000 as of March 31, 2018 and December 31, 2017, respectively. The balance of the debt discount was $1,839 and $38,940 as of March 31, 2018 and December 31, 2017, respectively.
	On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The balance of the note outstanding, and the related debt discount was $38,500 and $34,440 as of March 31, 2018, respectively.

(d)

From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into this agreement 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 piggy back 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 was $191,750 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $5,365 and $19,652 as of March 31, 2018 and December 31, 2017, respectively.

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 (see Note 9). 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 piggy back 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 note outstanding, and the related debt discount was $40,000 and $31,648 as of March 31, 2018, respectively.

(e)

On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. 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 a warrant to the Lender for 200,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The balance of the note outstanding was $21,000 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $1,309 and $2,073 as of March 31, 2018 and December 31, 2017, respectively.

On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. 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. The balance of the note outstanding, and the related debt discount was $35,000 and $7,633 as of March 31, 2018, respectively.

For both YLimit, LLC (b) and Crossover Capital Fund II, LLC (c) above, 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. The discount is being amortized using the effective interest rate method over the life of the debt instruments.

The balance of the unamortized discount at December 31, 2017, was $198,205. During the three months ended March 31, 2018, the Company issued $48,500 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $118,629, of which $37,531 was recorded as a valuation discount, and the remaining $81,098 was recorded as a financing cost. In addition, the Company recorded debt discount of $40,367 related to warrants issued with the issuance of convertible notes totaling $75,000 during the period and $13,500 relating to issuance costs. During the three months ended March 31, 2018 and 2017, amortization of debt discount was $166,303 and $56,581, respectively. The unamortized balance of the debt discount was $123,120 as of March 31, 2018.

For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows:

	March 31, 2018		December 31, 2017
Convertible notes payable, net	$	816,130	$	617,725
Convertible notes payable, related party, net		30,000		30,000
Total	$	846,130	$	647,725

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DERIVATIVE LIABILITY

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 7 - 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 March 31, 2018 and December 31, 2017, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions:

	March 31, 2018			Issued During 2018			December 31, 2017
Exercise Price	$	0.005 – 0.035		$	0.005 – 0.035		$	0.002 – 0.108
Stock Price	$	0.02		$	0.010 - 0.020		$	0.109
Risk-free interest rate	1.76 – 2.09		%		1.79 – 2.09	%	0.84 – 1.24		%
Expected volatility		345	%		306% - 345	%		358	%
Expected life (in years)		1.000			1.000 – 1.304			1.000
Expected dividend yield		0	%		0	%		0	%
Fair Value:	$	711,178		$	118,629		$	866,873

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.

During the three months ended March 31, 2018, the Company recognized $274,324 as other income, which represented the change in the value of the derivative from the respective prior period. In addition, the Company recognized derivative liabilities of $118,629 upon issuance of convertible notes during the period.

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STOCKHOLDERS DEFICIT

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 8 - STOCKHOLDERS DEFICIT

Shares to be issued

As of March 31, 2018 and December 31, 2017, the Company had not yet issued 6,537,352 shares of common stock with a value of $932,734 due for past services provided.

Warrants

A summary of warrant activity for the three months ended March 31, 2018, is as follows:

	Number		Weighted - Average
	of Warrants		Exercise Price
Outstanding at December 31, 2017		5,004,708	$	0.014
Granted		3,000,000		0.015
Forfeited		-		-
Outstanding at March 31, 2018		8,004,708	$	0.014
Exercisable at March 31, 2018		8,004,708	$	0.014

Information relating to outstanding warrants at March 31, 2018, summarized by exercise price, is as follows:

Outstanding							Exercisable
					Weighted				Weighted
					Average				Average
Range of					Exercise				Exercise
Exercise	Shares		Life in Years		Price		Shares		Price
$0.01 - $0.15		8,004,708		2.64	$	0.014		8,004,708	$	0.014
		8,004,708						8,004,708

During the three months ended March 31, 2018, the Company issued 3,000,000 warrants with a three (3) year expiration date and an exercise price of $0.015 per share to purchase the Company’s common stock as an inducement to enter into certain convertible note agreements. The aggregate fair value of the warrants granted was determined to be $46,774 of which $40,367 was allocated and recorded as a debt discount and is being amortized to financing costs over the term of the related convertible notes.

The weighted-average remaining contractual life of warrants outstanding and exercisable at March 31, 2018 was 2.64 years. The intrinsic value of both outstanding and exercisable warrants at March 31, 2018 was $47,774.

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COMMITMENT AND CONTINGENCIES

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

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 $130,553 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 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 March 31, 2018 and December 31, 2017. The balance outstanding as of March 31, 2018 was $118,065 and included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. On April 12, 2018, the Company and Hughes Media Law Group, Inc. (“HLMG”) entered into a conversion and cancellation of debt agreement relating to the outstanding obligation. The Company agreed to convert the outstanding obligation of $118,065 into 3,935,512 shares of common stock, or $0.03 per share.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Note 10 - SUBSEQUENT EVENTS

Subsequent to March 31, 2018, the Company issued 4,396,660 shares of the Company’s common stock in satisfaction of $526,769 of outstanding obligations to its officers.

On April 2, 2018, the Company entered into a conversion and cancellation of debt agreement relating to an outstanding vendor obligation. The Company agreed to convert the outstanding obligation of $5,000 into 100,000 shares of common stock, or $0.05 per share.

On April 8, 2018, the Company entered into a conversion and cancellation of debt agreement relating to an outstanding convertible note. The Company agreed to convert the outstanding note balance of $10,000 into 200,000 shares of common stock, or $0.05 per share.

On April 12, 2018, the Company entered into a convertible promissory note and a conversion and cancellation of debt agreement relating to an outstanding obligation of $61,529. The convertible promissory note is in the principal amount of $15,000, with an interest rate at 10% per annum, a maturity date of January 12, 2019, and is convertible into shares of the Company common stock at $0.08 per share. The Company agreed to convert the remaining balance of $46,529 into 930,594 share of Common Stock, or $0.05 per share.

On April 12, 2018, the Company and Ylimit, LLC (see Note 6) entered into an amendment to the original secured convertible promissory note. The amendment increased the borrowing limit by $87,500 to a total of $604,500, and extended the maturity date to May 9, 2019. Subsequent to March 31, 2018, the Company received $87,500 under the amendment.

On May 11, 2018, the Company issued 300,000 shares of common stock for services received relating to a consulting agreement.

Asset Acquisition

On April 23, 2018, the Company entered into an agreement with MusicPlay Analytics, LLC (d/b/a Soundstr) (“Soundstr”) whereby the Company acquired the assets of Soundstr, a technology that aims to help businesses pay fairer music license fees based on actual music usage. The Company purchased the assets of Soundstr by issuing 2,275,000 shares of the Company’s common stock and the Company agreed to assume and pay approximately $234,500 of identified Soundstr obligations within 60 days of April 23, 2018.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2018

Summary Of Significant Accounting Policies Policies

Basis 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:

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	%
VNUE Technology Inc.	The State of Washington	October 16, 2014		90	%
VNUE Media Inc.	The State of Washington	October 16, 2014		89	%

VNUE Technology, Inc. and VNUE Media, Inc. were inactive corporations at March 31, 2018 and 2017, respectively. Inter-company balances and transactions have been eliminated.

Revenue Recognition

In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

The Company recognizes revenue on the sale of digital video disks (DVD) that contain the recording of live concerts and made available to concert viewers immediately after the show and on-line.

Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied.

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 to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates.

Fair Value of Financial Instruments

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

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

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

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

The carrying amounts of financial instruments such as cash, accounts receivable, inventories, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.

The fair value of the derivative liabilities of $711,178 and $866,873 at March 31, 2018 and December 31, 2017, 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 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 net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

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 if their effect is antidilutive.

For the three months ended March 31, 2018 and 2017, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of March 31, 2018 and 2017, 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.

	March 31,
	2018		2017
Convertible Notes Payable		58,502,514		40,142,482
Warrants		8,004,708		-
Total		66,507,222		40,142,482

Intangible Assets

The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.

At March 31, 2018 and December 31, 2017, we had intangible assets of $291,666 and $320,833, respectively (see Note 3). Management believes there were no indications of impairment based on management’s assessment of these assets at those dates. Factors we consider important that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. If current economic conditions worsen causing decreased revenues and increased costs, we may have to record an impairment to our intangible assets.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (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 in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2018

Summary Of Significant Accounting Policies Tables

Schedule of Principles of Consolidation

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	%
VNUE Technology Inc.	The State of Washington	October 16, 2014		90	%
VNUE Media Inc.	The State of Washington	October 16, 2014		89	%

Schedule of Loss per Common Share

	March 31,
	2018		2017
Convertible Notes Payable		58,502,514		40,142,482
Warrants		8,004,708		-
Total		66,507,222		40,142,482

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INTANGIBLE ASSETS AND PURCHASE LIABILITY (Tables)

3 Months Ended

Mar. 31, 2018

Intangible Assets And Purchase Liability Tables

Schedule of Intangible assets

	As of
	March 31, 2018			December 31, 2017
Acquisition of Set.fm	$	350,000		$	350,000
Accumulated amortization		(58,334	)		(29,167	)
Balance	$	291,666		$	320,833

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CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2018

Convertible Notes Payable Tables

Schedule of Convertible notes payable

			As of
			March 31,		December 31,
			2018		2017
Various Convertible Notes	(a)	$	55,000	$	55,000
Ylimit, LLC Convertible Notes	(b)		527,000		517,000
Crossover Capital Fund II, LLC Convertible Notes	(c)		99,500		61,000
Golock Capital, LLC Convertible Notes	(d)		231,750		191,750
DBW Investments	(e)		56,000		21,000
Total Convertible Notes			969,250		845,750
Discount			(123,120)		(198,025)
Convertible notes, net		$	846,130	$	647,725

__________

(a) In August 2014 the Company 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 March 31, 2018 and December 31, 2017, of which $30,000 was due to related parties.

(b)	On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. 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. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. During the three months ended March 31, 2018, the Company borrowed an additional $10,000. The balance of notes outstanding was $527,000 as of March 31, 2018 and the balance of the debt discount was $40,885 (see Note 10).
(c)	On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. The balance of the note outstanding was $61,000 as of March 31, 2018 and December 31, 2017, respectively. The balance of the debt discount was $1,839 and $38,940 as of March 31, 2018 and December 31, 2017, respectively.
	On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the “Buyer”) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The balance of the note outstanding, and the related debt discount was $38,500 and $34,440 as of March 31, 2018, respectively.

(d)

From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into this agreement 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 piggy back 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 was $191,750 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $5,365 and $19,652 as of March 31, 2018 and December 31, 2017, respectively.

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 (see Note 9). 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 piggy back 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 note outstanding, and the related debt discount was $40,000 and $31,648 as of March 31, 2018, respectively.

(e)

On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. 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 a warrant to the Lender for 200,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The balance of the note outstanding was $21,000 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $1,309 and $2,073 as of March 31, 2018 and December 31, 2017, respectively.

On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC (“Lender”) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. 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. The balance of the note outstanding, and the related debt discount was $35,000 and $7,633 as of March 31, 2018, respectively.

Schedule of convertible notes payable for balance sheet

	March 31, 2018		December 31, 2017
Convertible notes payable, net	$	816,130	$	617,725
Convertible notes payable, related party, net		30,000		30,000
Total	$	846,130	$	647,725

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DERIVATIVE LIABILITY (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Liability Tables

Schedule of derivative liabilities fair value

	March 31, 2018			Issued During 2018			December 31, 2017
Exercise Price	$	0.005 – 0.035		$	0.005 – 0.035		$	0.002 – 0.108
Stock Price	$	0.02		$	0.010 - 0.020		$	0.109
Risk-free interest rate	1.76 – 2.09		%		1.79 – 2.09	%	0.84 – 1.24		%
Expected volatility		345	%		306% - 345	%		358	%
Expected life (in years)		1.000			1.000 – 1.304			1.000
Expected dividend yield		0	%		0	%		0	%
Fair Value:	$	711,178		$	118,629		$	866,873

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STOCKHOLDERS DEFICIT (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders Deficit Tables

Schedule of warrants

	Number		Weighted - Average
	of Warrants		Exercise Price
Outstanding at December 31, 2017		5,004,708	$	0.014
Granted		3,000,000		0.015
Forfeited		-		-
Outstanding at March 31, 2018		8,004,708	$	0.014
Exercisable at March 31, 2018		8,004,708	$	0.014

Schedule of warrants outstanding and related prices

Outstanding							Exercisable
					Weighted				Weighted
					Average				Average
Range of					Exercise				Exercise
Exercise	Shares		Life in Years		Price		Shares		Price
$0.01 - $0.15		8,004,708		2.64	$	0.014		8,004,708	$	0.014
		8,004,708						8,004,708

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BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Reverse stock split description	1 for 10
Stockholders' Deficit	$ (2,902,650)		$ (2,749,637)
Loss from operations	(196,974)	$ (323,828)
Net Cash Used in Operating Activities	(104,362)	(110,502)
Cash	15,916	$ 7,450	$ 10,278	$ 17,952
Additional borrowing	$ 87,500
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Entity Incorporation, Date of Incorporation	Apr. 04, 2006
TGRI [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	50,762,987

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2018
Vnue Inc. formerly TGRI [Member]
State of Incorporation	Nevada
Entity Incorporation, Date of Incorporation	Apr. 04, 2006
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue Inc. Vnue Washington [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue LLC [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Aug. 01, 2013
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Vnue Technology Inc [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	90.00%
Vnue Media Inc [Member]
State of Incorporation	Washington
Entity Incorporation, Date of Incorporation	Oct. 16, 2014
Noncontrolling Interest, Ownership Percentage by Parent	89.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Potentially dilutive securities, outstanding	66,507,222	40,142,482
Warrant [Member]
Potentially dilutive securities, outstanding	8,004,708
Convertible Notes Payable [Member]
Potentially dilutive securities, outstanding	58,502,514	40,142,482

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Summary Of Significant Accounting Policies Details Narrative
Fair value of derivative liabilities	$ 711,178	$ 866,873
Intangible assets, net	$ 291,666	$ 320,833

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INTANGIBLE ASSETS AND PURCHASE LIABILITY (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Intangible Assets And Purchase Liability Details
Acquisition of Set.fm	$ 350,000	$ 350,000
Accumulated amortization	(58,334)	(29,167)
Balance	$ 291,666	$ 320,833

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INTANGIBLE ASSETS AND PURCHASE LIABILITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Intangible Assets And Purchase Liability Details Narrative
Purchase price acquisition paid in cash	$ 50,000
Contingent earnout liability	300,000		$ 300,000
Aggregate purchase price	350,000
Amortization of intangible assets	$ 29,167
Amortization term	three (3) year period

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

Sep. 15, 2017

Aug. 26, 2015

Mar. 31, 2018

Mar. 31, 2017

Dec. 31, 2017

Note payable to officer

$ 74,131

$ 74,131

Advances from stockholders

14,720

$ 14,720

Revenues

15,483

Cost of revenues

23,124

Incurred costs

$ 15,000

$ 0

Reserve for future issuance, shares

60,000

60,000

Reserve for future issuance, valued

$ 578

$ 578

DiscLive Network [Member]

License term

3 years

Licensing fees as a percentage of sales

5.00%

Mann [Member]

Advisory agreement, description

The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for a period of six (6) months and with automatic six (6) months renewals, unless terminated in accordance with the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month.

The 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.

Cash compensation

$ 40,000

32,500

Officers and Directors [Member]

Convertible notes payable

$ 30,000

$ 30,000

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NOTE PAYABLE (IN DEFAULT) (Details Narrative) - USD ($)

1 Months Ended

Dec. 17, 2015

Mar. 31, 2018

Dec. 31, 2017

Note Payable In Default Details Narrative

Debt Instrument, Maturity Date

Mar. 22, 2016

Principal amount

$ 9,000

Interest rate

7.00%

Note payable

$ 9,000

$ 9,000

Note payable description

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%.

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CONVERTIBLE NOTES PAYABLE (Details) - USD ($)		Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 969,250	$ 845,750
Debt Instrument, Unamortized Discount		(123,120)	(198,025)
Convertible Debt, Total		846,130	647,725
Various Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[1]	55,000	55,000
Ylimit, LLC Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[2]	527,000	517,000
Crossover Capital Fund II, LLC Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		99,500	61,000	[3]
Golock Capital, LLC Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[4]	231,750	191,750
DBW Investments [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	[5]	$ 56,000	$ 21,000

[1] (a) In August 2014 the Company 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 March 31, 2018 and December 31, 2017, of which $30,000 was due to related parties.

[2] (b) On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The note is secured by the Companys rights, titles and interests in all the Companys tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. During the three months ended March 31, 2018, the Company borrowed an additional $10,000. The balance of notes outstanding was $527,000 as of March 31, 2018 and the balance of the debt discount was $40,885 (see Note 10).

[3] (c) On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the Buyer) in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. The balance of the note outstanding was $61,000 as of March 31, 2018 and December 31, 2017, respectively. The balance of the debt discount was $1,839 and $38,940 as of March 31, 2018 and December 31, 2017, respectively.On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the Buyer) in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Companys common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The Company is required to instruct its transfer agent to reserve 25,000,000 share of its common stock. The balance of the note outstanding, and the related debt discount was $38,500 and $34,440 as of March 31, 2018, respectively.

[4] (d) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (Lender) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Companys common stock at prices between $0.015 and $0.02 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 4,804,708 shares of the Companys 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 piggy back 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 was $191,750 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $5,365 and $19,652 as of March 31, 2018 and December 31, 2017, respectively. 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 Companys 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 Companys common stock at an exercise price of $0.015 per share (see Note 9). 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 piggy back 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 note outstanding, and the related debt discount was $40,000 and $31,648 as of March 31, 2018, respectively.

[5] (e) On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC (Lender) in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. The note is convertible into shares of the Companys common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued a warrant to the Lender for 200,000 shares of the Companys common stock at an exercise price of $0.01 per share. The balance of the note outstanding was $21,000 as of March 31, 2018 and December 31, 2017. The balance of the debt discount was $1,309 and $2,073 as of March 31, 2018 and December 31, 2017, respectively. On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC (Lender) in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. The note is convertible into shares of the Companys 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 Companys common stock at an exercise price of $0.015 per share. The balance of the note outstanding, and the related debt discount was $35,000 and $7,633 as of March 31, 2018, respectively.

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CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) - USD ($)

1 Months Ended

3 Months Ended

Mar. 02, 2018

Feb. 02, 2018

May 09, 2016

Jan. 18, 2018

Dec. 20, 2017

Aug. 21, 2017

Dec. 17, 2015

Aug. 31, 2014

Mar. 31, 2018

Dec. 31, 2017

Aug. 25, 2016

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 969,250

$ 845,750

Debt Instrument, maturity date

Mar. 22, 2016

Debt discount

123,120

198,025

Second Convertible Notes Payable [Member] | Crossover Capital Fund II, LLC [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 38,500

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt Instrument, Convertible, Terms of Conversion Feature

The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company’s common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively.

Debt outstanding, balance

38,500

Debt Instrument, maturity date

Dec. 02, 2018

Debt issue discount, amount

$ 3,500

Debt discount

34,440

Common stock, shares reserve

25,000,000

Second Convertible Notes Payable [Member] | DBW Investments, LLC [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 35,000

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt outstanding, balance

35,000

Debt Instrument, maturity date

Oct. 18, 2018

Debt issue discount, amount

$ 5,000

Debt discount

7,633

Conversion price per share

$ 0.015

Warrant issued

$ 2,500,000

Exercise price

$ 0.015

Convertible Notes Payable [Member]

Debt Instrument [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt Instrument, Convertible, Terms of Conversion Feature

(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.

Debt outstanding, balance

55,000

55,000

Debt Instrument, Term

36 months

Due to related parties

30,000

Convertible Notes Payable [Member] | Golock Capital, LLC [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 40,000

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt outstanding, balance

191,750

191,750

Debt Instrument, maturity date

Nov. 02, 2018

Debt issue discount, amount

$ 5,000

Debt discount

5,365

19,652

Conversion price per share

$ 0.015

Warrant issued

$ 2,500,000

Exercise price

$ 0.015

Convertible Notes Payable [Member] | Golock Capital, LLC [Member] | September 1, 2017 to December 31, 2017 [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 191,750

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt outstanding, balance

$ 191,750

Debt instrument, maturity date, description

June 1, 2018 and August 31, 2018

Warrant issued

$ 4,804,708

Exercise price

$ 0.014

Convertible Notes Payable [Member] | Golock Capital, LLC [Member] | September 1, 2017 to December 31, 2017 [Member] | Minimum [Member]

Debt Instrument [Line Items]

Conversion price per share

0.015

Convertible Notes Payable [Member] | Golock Capital, LLC [Member] | September 1, 2017 to December 31, 2017 [Member] | Maximum [Member]

Debt Instrument [Line Items]

Conversion price per share

$ 0.02

Convertible Notes Payable [Member] | Golock Capital, LLC [Member] | February 2, 2018 [Member]

Debt Instrument [Line Items]

Debt outstanding, balance

$ 40,000

Debt discount

31,648

Convertible Notes Payable [Member] | Ylimit, LLC [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 100,000

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt Instrument, Convertible, Terms of Conversion Feature

the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding

Debt outstanding, balance

527,000

517,000

Debt Instrument, maturity date

May 09, 2018

Additional amounts borrowed

10,000

Debt issue discount, amount

137,358

Debt discount

40,885

Conversion price per share

$ 0.035

Convertible Notes Payable [Member] | Crossover Capital Fund II, LLC [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 61,000

Debt Instrument, Interest Rate, Stated Percentage

8.00%

Debt Instrument, Convertible, Terms of Conversion Feature

The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer request.

Debt Instrument, maturity date

Aug. 21, 2018

Debt issue discount, amount

$ 6,000

Convertible Notes Payable [Member] | Crossover Capital Fund II, LLC [Member] | August 21, 2017 [Member]

Debt Instrument [Line Items]

Debt outstanding, balance

61,000

61,000

Debt discount

1,839

38,940

Convertible Notes Payable [Member] | DBW Investments, LLC [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 21,000

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Debt outstanding, balance

$ 21,000

$ 21,000

Debt Instrument, maturity date

Sep. 20, 2018

Debt issue discount, amount

$ 1,000

Conversion price per share

$ 0.015

Warrant issued

$ 200,000

Exercise price

$ 0.01

Convertible Notes Payable One [Member] | Ylimit, LLC [Member]

Debt Instrument [Line Items]

Additional amounts borrowed

$ 217,000

Change in maximum borrowing capacity under the note

$ 517,000

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CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Convertible Notes Payable Details 1
Convertible notes payable, net	$ 816,130	$ 617,725
Convertible notes payable, related party, net	30,000	30,000
Total	$ 846,130	$ 647,725

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CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Convertible Notes Payable Details Narrative
Amortization of debt discount	$ 166,303	$ 56,581
Debt Instrument, Unamortized Discount	123,120		$ 198,025
Convertible notes, issued	48,500
Derivative liability	118,629
Proceeds from issuance of convertible notes	75,000
Valuation discount	37,531
Financing cost	81,098
Debt discount related to warrants	40,367
Issuance costs	$ 13,500

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DERIVATIVE LIABILITY (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Derivatives, Fair Value [Line Items]
Stock Price	$ 0.02	$ 0.109
Expected volatility	345.00%	358.00%
Expected life (in years)	1 year	1 year
Expected dividend yield	0.00%	0.00%
Fair Value:	$ 711,178	$ 866,873
Issued during 2018 [Member]
Derivatives, Fair Value [Line Items]
Expected dividend yield	0.00%
Fair Value:	$ 118,629
Minimum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.005	$ 0.002
Risk-free interest rate	1.76%	0.84%
Minimum [Member] | Issued during 2018 [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.005
Stock Price	$ 0.010
Risk-free interest rate	1.79%
Expected volatility	306.00%
Expected life (in years)	1 year
Maximum [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.035	$ 0.108
Risk-free interest rate	2.09%	1.24%
Maximum [Member] | Issued during 2018 [Member]
Derivatives, Fair Value [Line Items]
Exercise Price	$ 0.035
Stock Price	$ 0.020
Risk-free interest rate	2.09%
Expected volatility	345.00%
Expected life (in years)	1 year 3 months 19 days

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DERIVATIVE LIABILITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Derivative Liability Details Narrative
Change in the fair value of derivative liability	$ 274,324	$ 103
Derivative liabilities	$ 118,629

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STOCKHOLDERS DEFICIT (Details)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Warrants granted	3,000,000
Number of Outstanding	8,004,708
Number of Outstanding, Exercisable	8,004,708
Warrant [Member]
Number of Outstanding	5,004,708
Warrants granted	3,000,000
Warrants forfeited
Number of Outstanding	8,004,708
Number of Outstanding, Exercisable	8,004,708
Weighted average exercise price outstanding | $ / shares	$ 0.014
Warrants granted | $ / shares	0.015
Warrants forfeited | $ / shares
Weighted average exercise price outstanding | $ / shares	0.014
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.014

XML

STOCKHOLDERS DEFICIT (Details 1)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Number of Outstanding | shares	8,004,708
Weighted Average Remaining Contractual Life (Years)	2 years 7 months 20 days
Number of Outstanding, Exercisable | shares	8,004,708
Warrant [Member]
Number of Outstanding | shares	8,004,708
Weighted Average Remaining Contractual Life (Years)	2 years 7 months 20 days
Weighted average exercise price outstanding | $ / shares	$ 0.014
Number of Outstanding, Exercisable | shares	8,004,708
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.014
Warrant [Member] | Minimum [Member]
Range of Exercise price | $ / shares	0.01
Warrant [Member] | Maximum [Member]
Range of Exercise price | $ / shares	$ 0.015

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STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Stockholders Deficit Details Narrative
Warrants granted	3,000,000
Fair value of warrants issued related to convertible note payable	$ 40,367
Fair value of warrants granted	$ 46,774
Exercise price	$ 0.015
Expected life	3 years
Weighted-average remaining contractual life of warrants	2 years 7 months 20 days
Intrinsic value	$ 47,774
Common stock issued during period, Shares	6,537,352	6,537,352
Common stock issued during period, Value	$ 932,734	$ 932,734

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COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Other Commitments [Line Items]
Common stock, shares issued	74,335,070	74,335,070
Accounts payable	$ 118,065
Hughes Media Law Group Inc [Member]
Other Commitments [Line Items]
Defendant period	60 days
Common stock, shares issued	3,935,512
Common stock shares outstanding obligations	$ 118,065
Common stock value per share	$ 0.03
Hughes Media Law Group Inc [Member] | July 25, 2016 [Member]
Other Commitments [Line Items]
Judgment awarded	$ 133,482
Interest rate	12.00%
Initial judgment payment	$ 12,000
Initial judgment payment, description	Paid within five days of the judgment.
Monthly payment	$ 4,000
Hughes Media Law Group Inc [Member] | April 4, 2014 [Member]
Other Commitments [Line Items]
Unpaid legal fees	$ 130,553

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)

1 Months Ended

Apr. 12, 2018

Apr. 23, 2018

Dec. 17, 2015

May 11, 2018

Apr. 08, 2018

Apr. 02, 2018

Mar. 31, 2018

Dec. 31, 2017

Common stock, shares issued

74,335,070

74,335,070

Maturity date

Mar. 22, 2016

Shares issuable upon conversion of debt

60,000

60,000

Subsequent Event [Member] | Officer [Member]

Common stock, shares issued

4,396,660

Common stock shares outstanding obligations

$ 526,769

Subsequent Event [Member] | Conversion and cancellation of debt agreement [Member]

Outstanding claim approved to be settled, amount

$ 61,529

Subsequent Event [Member] | Convertible promissory note [Member]

Convertible note payable

$ 15,000

Interest rate

10.00%

Maturity date

Jan. 12, 2019

Conversion price

$ 0.08

Subsequent Event [Member] | Convertible promissory note [Member] | Conversion and cancellation of debt agreement [Member]

Conversion price

$ 0.05

$ 0.05

$ 0.05

Debt conversion amount to be converted

$ 46,529

$ 10,000

$ 5,000

Shares issuable upon conversion of debt

930,594

200,000

100,000

Subsequent Event [Member] | Services [Member]

Common stock, shares issued

300,000

Subsequent Event [Member] | Ylimit, LLC [Member] | Convertible promissory note [Member]

Convertible debt change in maximum borrowing capacity

$ 87,500

Convertible debt maximum borrowing capacity

$ 604,500

Terms of conversion feature

extended the maturity date to May 9, 2019.

Secured convertible promissory note

$ 87,500

Subsequent Event [Member] | Soundstr [Member]

Common stock, shares issued

2,275,000

Terms of conversion feature

Company agreed to assume and pay approximately $234,500 of identified Soundstr obligations within 60 days of April 23, 2018.