UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K10-K/A

Amendment No. 1

v 

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

For the Fiscal Year Ended December 31, 20152019

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

Commission File Number: 000-53462

VNUE, Inc.

(Formerly Tierra Grande Resources Inc.)

(Exact name of registrant as specified in its charter)

Nevada		98-054-385198-0543851
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)
104 W. 29th29th Street, 11th 11th Floor
New York, NY 10001		857-777-6190833.937.5493
(Address of Principal Executive Offices)		(Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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.days Yes ox No x¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 ox No x¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o¨ 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 definition 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

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

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

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant at December 31, 2015by reference to the average bid and asked price of such common equity, as of June 30, 2019 was approximately $17,368,544.$472,373.

The number of shares of common stock of the registrant outstanding at December 31, 2015on May 13, 2020 was 640,202,937 shares. The number of shares of common stock of the registrant outstanding at November 30, 2016 was 646,901,2391,149,756,152 shares.

None.

VNUE, INC.

TABLE OF CONTENTS

PART I.I
Item 1.	Description of Business.Business		3
		4
Item 1A.	Risk Factors.Factors		11
Item 1B.	Unresolved Staff Comments.Comments		11
Item 2.	Properties.Properties		11
Item 3.	Legal Proceedings.Proceedings		11
Item 4.	Mine Safety Disclosures.Disclosures		11
PART II.II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Securities		12
Item 6.	Selected Financial Data.Data		13
Item 7.	Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.Operations		14
		13
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.Risk		17
		18
Item 8.	Financial Statements and Supplementary Data.Data		18
		19
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.Disclosure		19
		20
Item 9A.	Controls and Procedures.Procedures		19
		20
Item 9A(T).	Controls and Procedures.Procedures		20
		21
Item 9B.	Other Information.Information		2021
PART III.III
Item 10.	Directors, Executive Officers, Promoters and Corporate Governance.Governance		21
		22
Item 11.	Executive Compensation.Compensation		24
		25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Matters		25
		26
Item 13.	Certain Relationships and Related Transactions, and Director Independence.Independence		26
Item 14.	Principal Accountant Fees and Services.Services		2627
PART IV.IV
Item 15.	Exhibits and Financial Statement Schedules Financial Statement Schedules.Schedules		2728
Item 16.	Form 10K Summary		28

2

PART I

EXPLANATORY NOTE

Item 1. DescriptionThis Amendment No. 1 to our Annual Report on Form 10-K, for the year ended December 31, 2019,  filed May 18, 2020 (the “Original Report”) is being filed to include the information below regarding our reliance the SEC’s conditional exemptive orders issued in response to the Covid-19 pandemic. With the exception of Businessthe additional disclosures set forth below, all disclosures contained in the Original Report are unchanged.

Forward-Looking StatementsVNUE, Inc. (the “Company”) filed the Original Report on Form 10-K on a delayed basis based on reliance on the Order of the Securities and Exchange Commission dated March 4, 2020, as modified March 25, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934 modifying exemptions from the reporting and proxy delivery requirements for public companies (Release No. 34-22465).

This Amendment No 1 to the Original Report is being filed to clarify that the preparation of the Company’s Annual Report, including financial statements and completion of the auditing process, was delayed as a result of government-imposed quarantines, office closures and travel restrictions, which affected both the Company’s and its service provider’s personnel. Our office closing and quarantines have impacted our ability to both internally compile and complete our financial statements and to provide business records and to meet with auditors. Office staff has been forced to work remotely without access to the records kept in the Company’s offices. As a result of these government-imposed quarantines, office closings and travel restrictions, the Company’s accounting personnel and service providers experienced in processing certain of its accounting records and receipts required to complete the audit of the Company’s financial statements.

Presentation of Information

As used in this annual report, the terms “we”, “us”, “our” and the “Company” mean VNUE, Inc., a Nevada corporation, and its subsidiaries, unless the context requires otherwise. The term “VNUE” or “VNUE Washington” refers to our wholly-owned operating subsidiary, VNUE, Inc.

On May 29, 2015, the Company, known at that time as Tierra Grande Resources Inc., acquired VNUE Washington or VNUE, resulting in VNUE becoming our wholly-owned subsidiary, and the holders of VNUE acquiring the majority of our outstanding capital. The acquisition of VNUE Washington was treated as a reverse acquisition, with VNUE Washington deemed the accounting acquirer of the company, and VNUE, Inc. deemed the accounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting Standards Codification.

On April 15, 2017, the Company effected a reverse stock split of the Company’s common stock at a ratio of 1 for 10 which became effective on the market as of August 7, 2017. All historically reported share amounts and related pricing herein have been adjusted to reflect this 1-for-10 reverse stock split.

Forward-Looking Statements

The statements in this annual report on Form 1-K, that are not reported financial results or other historical information are "forward-looking statements"“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"“estimates”, "projects"“projects”, "expects"“expects”, "intends"“intends”, "believes"“believes”, "plans"“plans”, or their negatives or other comparable words. Also, look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business. Some forward-looking statements that we may use include, without limitation, those statements that relate to:

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"(“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. UnlessExcept to the extent required by law, we do not assume anyundertake no obligation to update or revise any 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.PART I

OverviewItem 1. Description of Business

Overview

We wereare a music technology company, that offers a suite of products and services that monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radio stations, venues, restaurants, bars, and other stakeholders in music.

VNUE, Inc., was incorporated as a Nevada corporation on April 4, 2006.

Corporate History and Prior Business

Effective April 10, 2013,2006, under the Company changed its name from“ Buckingham Exploration Inc. to Tierra Grande Resources Inc. On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada. On February 28, 2013, the Company acquired a 100% interest in Tierra Grande Resources, S.A.C. ("Tierra"), a company incorporated in Peru, in consideration for $10.

Prior to the Merger, our strategy had been to identify, acquire and advance mining assets that present near term cash-flow with the emphasis on creating early cash flow to enable the Company to consider other projects.

In July 2013, we entered into a Letter of Intent to acquire the Buldibuyo Gold Project in Peru, South America. We subsequently entered into an updated Letter of Intent to acquire the project in May 2014. It was our intention to acquire 100% of the gold project, which had produced high grade ore in the past, and had engaged in some due diligence to qualify expectations and timelines. However, despite the execution of the Letter of Intent and numerous attempts to accommodate the vendors, the vendors failed to deliver essential information to us required to conduct a thorough technical and legal due diligence on the project and associated holding companies and, accordingly, we terminated negotiations to acquire the project in July 2014.

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Table of Contents

The Company continued to review what we believed to be opportunities with potential in Peru through our strategic alliance with ExploAndes S.A.C. ("ExploAndes"). ExploAndes is a leading firm of geology consultants and project logistics managers located in Peru assisting in the identification, assessment and advancement of projects in South America. ExploAndes has a proven track record of delivering professional services to the South American mining industry from mineral project review and assessment to project management.

The Company also continued to review what we believed to be opportunities with potential in Australia through our strategic alliance with Mining Plus Pty Ltd ("Mining Plus"), a leading firm of mining and geoscience consultants with offices in Australia, Canada and Peru that assist in the identification, assessment and advancement of mining projects.

Given the Company’s then financial condition and its focus in Peru and Australia, its interests in the Dome, Byng and Tramp claims in Canada were not renewed. See our Annual Report on Form 10-K for the year ended May 31, 2014 for more information regarding our prior business.

Agreement and Plan of Merger

We entered into an Agreement and Plan of Merger (the "Merger Agreement"), on April 13, 2015 with VNUE, Inc., a company incorporated pursuant to the laws of the State of Washington ("VNUE"), and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company ("Merger Sub"). “

On May 29, 2015, Vnue, Inc. (formerlythe Company, known at that time as Tierra Grande Resources Inc.) ("TGRI"), closedacquired VNUE Washington or VNUE, resulting in VNUE becoming our wholly-owned operating subsidiary, and the Agreement and Planholders of Merger (the "Merger Agreement"), initially entered into on April 13, 2015 with Vnue Washington and allVNUE acquiring the majority of the stockholders of Vnue Washington.our outstanding capital stock.  We also changed our name at that time to VNUE, Inc.

Upon closing of the Merger Agreement, a total of 507,629,872 shares of TGRI common stock were issued as follows: (i) all shares of Vnue Washington stock of any class or series issued and outstanding immediately prior to the closing of the Merger Agreement were automatically converted into and exchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) an aggregate of 29,814,384 shares of TGRI common stock were issued to Matheau J. W. Stout, Esq. as payment for services performed prior to and in connection with the Merger. The number of TGRI common shares issued to Vnue Washington's stockholders for the acquisition of all shares of Vnue Washington represented approximately 79.0% of the issued and outstanding common stock immediately after the closing of the Merger Agreement. The board of directors and the members of the management of TGRI resigned and the board of directors and the member of the management of Vnue Washington became the board of directors and the member of the management of the combined entities upon closing of the Merger Agreement.

As a result of the controlling financial interest of the former stockholders of Vnue Washington, for financial statement reporting purposes, the merger between TGRI and Vnue Washington was treated as a reverse acquisition, with Vnue Washington deemed the accounting acquirer and TGRI deemed the accounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of Vnue Washington (the accounting acquirer) are carried forward to TGRI (the legal acquirer and the reporting entity) at their carrying value before the combination and the equity structure (the number and type of equity interests issued) of Vnue Washington is being retroactively restated using the exchange ratio established in the Merger Agreement to reflect the number of shares of TGRI issued to effectuate the acquisition. The number of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financial statements is determined by adding the number of common shares deemed issued and the issued equity interests of Vnue Washington immediately prior to the business combination to the unredeemed shares and the fair value of TGRI determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure (the number and type of equity interests issued) in the consolidated financial statements immediately post the combination reflects the equity structure of TGRI, including the equity interests the legal parent issued to effect the combination.

A copy of the Merger Agreement was attached as Exhibit 10.1 to the Company’s 8-K filed on April 14, 2015. The description of the Merger Agreement herein is qualified by the terms of the full text of the agreement attached thereto and the terms thereof are incorporated herein by reference.

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Table of Contents

Overview of our Current Business

The live music and entertainment space are constantly searching for new monetization outlets. Music licensing and royalties are particular “hot button” issues in the industry. We believe that we have developed solutions that create new revenue streams, and simultaneously helps to protect the rights of the creators and will help ensure they are properly compensated. This benefits not only artists, labels, publishers, and live venues but the fans as well.

Through VNUE, Inc., our wholly ownedwholly-owned subsidiary, we now carry on business as a live entertainment music technology 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 and monetization of music performances, VNUE manages and simplifies the complexities of the music ecosystem. 

VNUE produces and captures rich content through its Front of House mobile application and provides world-wide distribution and monetization of live concerts and other events throughthat offers a suite of mobile, web administration applications, allowing an artist to seamlessly deliverproducts and sell their live performances directly to the fans who attend their shows. services which monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radio stations, venues, restaurants, bars, and other stakeholders in music. Our two main product lines are:

While VNUE will primarily be used in live music venues, weSet.fm™ and Soundstr™ are also branching into many other entertainment experiences such as comedy, plays, musicals, university lectures, professional demonstrationsproprietary marks of the Company, DiscLive, and panel discussions, as well as action sportsits related marks and religious events.

VNUE's business model is based onnames are not owned by the businessCompany and are owned or utilized by RockHouse Live Media Productions, Inc. The Company has not filed any formal trademark applications relating to consumer VNUE software application, now in beta testing, as well as businessSet.fm™ with the United States US Patent and Trademark Office but has been using these marks openly since 2017 and claims common law rights to business monetizationthem. Set.fm had been using its marks since 2014 prior to our acquisition of our back end rights clearing system software, which is currently in development with a projected beta some time during the first quarter 2017.assets.

We are a relatively new company and to date we have received no revenues from our operations.company. Our wholly-owned VNUE Inc., our wholly owned subsidiary only recently commenced operations in calendar year 2015 and we have undertaken onlymainly organizational activities and software application development. Our independent auditors have raised substantial doubts as to our ability to continue as a going concern without significant additional financing. Accordingly, for the foreseeable future, we will continue to be dependent on additional debt and equity financing in order to maintain our operations and continue with our development activities.

Acquisitions will be pursued where the Directors consider that there is clear value through the addition of expertise, customers, monetization potential or geographic footprint.

Our principal offices are located at 104 W. 29th Street, 11th Floor, New York, NY 10001. Our telephone number is 857-777-6190. The live music and entertainment space is constantly searching for new monetization outlets; VNUE has a solution that melds content and technology in almost any venue in the world. This befits not only artist, labels, publishers and live venues but the fan.833-937-5493.

The History of VNUE

VNUE was founded in August of 2013 by Matthew Carona and Louis Mann with the vision of creating a collective network of connected venues that empower and assist bands, artist,artists, and entertainers to monetize their performance (audio & video) in the venue using mobile technologies. VNUE has developed its business and technology in tandem to enter into deals with venues, artists and labels across the United States using this initial launch strategy. The collective venue network effect, whereby each deal makes the offer more compelling to other potential customers, has been a key driver of VNUE’s growth to date. The initial focus of the business in early 2014 as a YouTube certified company, to create a Multi-Channel Network (MCN) specifically focused on live streaming and monetization of content through the google display network. VNUE’s first customer being the HipHopGods, a collective organization that manages hip-hop, rap, and emerging artists. Their initiative was to monetize all content across the digital and social landscape and create live streams through all HHG YouTube channels. Through VNUE’s current platform, network and services, HHG is working on unlocking new revenue streams. Through VNUE’s artist dashboard artists and publishers can simplify the processes of curation, clearing, capturing, distribution and monetization in venues and across the digital landscape.

In 2014, VNUE acquired Lively LLC a Seattle based music technology company and direct-to-fan mobile platform that brings artists, fans, and brands together by capturing the live performance. AsIn 2016, Zach Bair, CEO, took control of VNUE, and his team determined that the Lively IP, although valuable, had not been developed to the point where it could be deployed with major recording artist clients, and the decision was made to build and/or acquire other technologies which would help the company realize its goals. Bair and his team set out to immediately reset the company’s direction.

DiscLive™ Exclusive License

On July 10, 2017, our wholly-owned VNUE subsidiary entered into a resultLicensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) (DiscLive and related marks indicated herein are marks utilized by DiscLive and the Company disclaims rights to those names or marks) to formalize the terms of the acquisition,Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. This agreement provides VNUE with an exclusive license from DiscLive, for 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 for the foregoing rights. In exchange for the license, DiscLive receives a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services since the commencement of the agreement. DiscLive is controlled by our Chief Executive Officer.

Set.fm™ Acquisition

On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc., whereby the Company acquired the assets of the digital live music distribution platform Set.fm™ from PledgeMusic (See Note 3 of the Consolidated Financial Statements herein). Set.fm™ allows us to record and sell live shows directly to fans’ mobile devices, uploading simultaneously with the artist’s performance, similar to the “instant live” physical distribution of DiscLive. The platform, which also features an innovative and easy-to-use DIY studio app, already boasts thousands of artists and tens of thousands of fans using it. VNUE has grown itsconducted updates and intends to continually update, the Set.fm™ platform, expandedto update and improve it, and has leveraged the platform for major label music clients and will continue to roll out additional functionality.

Soundstr™ Acquisition

On April 23, 2018, the Company entered into enabled venues and enhanced its platform offeringan agreement with MusicPlay Analytics, LLC (d/b/a Soundstr) (“Soundstr”) whereby the Company acquired the assets of Soundstr, a technology that aims to approve the monetization model and further evangelize the creationhelp businesses pay fairer music license fees based on actual music usage (see Note 3 of the collective network of connected venues that empower artists to create content and monetize it.Consolidated Financial Statements herein).

The Company intends to continually update the above technologies, funds, and resources permitting.

Markets and Opportunity

Our business has two main “end users” or revenue sources:

Markets and OpportunityThe following sections are broken up accordingly.

It is estimated that there are over 400,000 Indie bands performing in the US domestic market alone,Set.fm™ & DiscLive™: “Instant Live Recording and while a handful of them will get produced under a label, even less will be big enough to attempt to utilize today’s current methods to capture and deliver live performance audio from a given show. Currently artist, bands and performers are missing a simple capture and immediate sell tool kit to deliver high quality audio and video to their fans for each of their live shows.Experiential Products”

VNUE’s goal firstDiscLive and foremost is to empower artists - not onlyset.fm™ provide fans with “instant” experiential content, so that they may walk out of a concert and take home their experience. The concert never ends with DiscLive and Set.fm™. With the increase in serving their fans, but generating a monetary footprint, which can fosterdigital media (and related piracy issues), music concerts and related media and merchandising and events (e.g. post-concert shows etc.) are becoming the continued creation of their art.primary driver in music revenues today.

VNUE intends to strategically align an economically viable in-house digital solution during a golden era of live music by creating a platformHow Instant Live Recording Works?

Teams follow tours and connected network that is extremely complexrecord major artists and resource-intensive. Through a suite of applicationsrelease high-quality products instantly via the set.fm™ mobile app and with a dashboard centered atDiscLive physical products (online and onsite), capturing the heartemotion of the software platform,moment and translating that to sales. Set.fm™ also offers “indie” artists a connected network of partners, labels, publishers, right management, artist, bandsfree “Set.fm Studio” app to record themselves and venuessell their music on our platform. DiscLive is the pioneer, and a range of advanced 3rd party distributors is created. VNUE allows distribution of content to all types of digital and social focused sitesCEO helmed that company since 2004, as well as EMI/Capitol Records version (2009-2012), called “Abbey Road Live”. Thousands of shows have been recorded all over the world and tens of thousands of products sold. Major artist clients (past and current) include Rob Thomas, Peter Frampton, King’s X, Bad Company, Slash, Seether, Devo, Blondie, and many others.

Size of the Instant Live Recording Market

According to Statistica, the global music business is currently valued at $51.5 billion. Within that market, live music revenue is projected to be over $31 billion by 2022, according to Pricewaterhouse Coopers. With sufficient capital that will be deployed into sales, marketing, and branding resources, we believe that we can capture between $50-$100 million annually within its own sandbox,three years with a rangeour experiential products.

Instant Live Recording

Revenue Model

Based on our team’s 17+ years of revenue modelsoperations (through DiscLive, Abbey Road Live when aligned with EMI, and centralized reportingSet.fm), thousands of shows recorded around the world, and data collection available to us, we believe that the artists, labelsaverage sales conversion is 15%, with product prices averaging $25. This means that at a show of 1000 people attending, based on previous statistics, 150 of those people would purchase one of our products. With just ten tours of 20 tour dates each, and publishers get to keep. By usingan audience of only 2,500 per show, the VNUE platform, artists are allowed to create,revenue potential is $1.875 million. We also market our products worldwide through our e-Commerce websites and distribute their shows while creating new revenue streams from digital sources. Fans are able to connect with their favorite performers inthrough the effective use of social networks. No assurance can be made that past results will be indicative of future results however, and a new way, discover new performancesnumber of economic and listen to and watch their live performances on their mobile devices, computer, gaming consoles, OTT services and connected home televisions.technological factors could adversely affect our consumer spending habits.

Serving multiple customers on one platform enables VNUE to cost-effectively invest significant amounts in innovation to drive continuous product iterations that evolve as digital technology evolves.Growth Potential for Instant Live Recording

Monetization and Business Model

In today’s social media world, fans want to be able to immediately share with their friendsThis is a model that is scaled through the fact they were at a concert and how great the performance was that they just attended. Fans do not want to wait for a post-tour, live show CD to be produced from some other show on the tour months after the fact. They want the performance they witnessed and they want it now. VNUE intends to provide the solution.

Artists, music industry executives, record labels, music publishers and live performance venues will access VNUE’s solution as a service, through which they are able to benefit from a rangeuse of different revenue models to optimize the value of their live and on-demand content across a majority of digital ecosystems. The Company’s primary revenue model is to take a share of the revenue from sales of concert performances both audio and video or audio separately. In addition, the revenue stream can also include an advertising or sponsorship component that was integrated into tours. This revenue share aligns business outcomes for all parties and means that costs are primarily baked into thetechnology, software, and delivery agent. Typical revenue shareshardware that we have specifically assembled to address our proprietary business practices which have been honed over the years, staffed with readily available contract personnel that we train specifically for our model. This does not age out. It is very much the “Ray Kroc” model, translated to music services, where the processes are expected to range from 15-60 percentrepeatable, and vary based on the level ofwe have an unbeatable product and service allocated to each artist, label, music publisher, and performance venue and the scale ofline. Since the business opportunity. Secondary revenue streams include fees for storage, usage, licensingis primarily built on relationships, our ability to scale is only limited by access to capital. Scaling the opportunity is as simple as accessing the capital to acquire the equipment and software upgrades (design or social advertising distribution). VNUE’s revenue share is reported as net revenue (i.e. gross transaction revenues minus any revenue share duecontract labor to third parties).cover more tours.

As a software-focused business, VNUE can take advantage of a single technology platform to continuously acquire users at low marginal cost leveraging artist promotion, in venue marketing and mobile notifications. Further automation and self-service tools are intended to allow VNUE to provide more advanced services to the industry and artist without adding significantly to the cost base or headcount.

VNUE intends to deliver a technology suite to accompany the publisher that allows them to source and then generate a wide swath of reports down to granular level in venue streams and conversions. VNUE looks to commercialize the in venue sales components that is currently missing and expand these efforts globally and embed live and on-demand content from the VNUE audience network efficiently and cost-effectively. These features, such as its real time audio sweating tools, are designed to significantly reduce the manual effort required to display music content and, therefore, increase the efficiency of content distribution and the revenue yield per performance sold.

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Products, Services and Intellectual PropertyBarriers to Entry & Obsolescence

The company’s cloud-based software platform, contains four major pieces of intellectual property, based on a full stack Amazon Web Services deployment on which we supportWe do not believe that our mobile app, our Cross Platform Desktop Player, our VNUE Front of House (FOH) (for capturing soundboard audio), and the Artist Admin Portal for digital rights clearing and management of all artists, shows, and content. This technology is based on current languages and technologies andinstant live recording business has been designed to be easily deployed and maintained. Currently, our software is being held as a proprietary trade secretany direct competitors at this time, and there are no current intentionsknown competitors to formally file documents with the United State PatentSet.fm immediate distribution platform. Currently, fans merely take poor quality videos and Trademark Office;audio recordings and just spread them (without obtaining intellectual property rights) on whatever social media they use. We believe, however, we may do sothat our team has the time-tested trust of the music industry and proprietary processes and trade secrets developed over a decade that creates substantial barriers to entry. Management has found that other companies have tried to enter the space in different formats but none have the industry trust, business processes and trade secrets that the Company has developed. We believe that because our focus is on creating experiential content, delivered instantly, in the future.manner in which the fan wants it (particularly digitally), our user base will continue to grow with repeat users. As the industry evolves, so will the manner in which concert-goers consume their content, and VNUE management believes that continued R&D and marketing are necessary to stay a step ahead.

VNUE’s Audio Manager is called Front of House. Sound Engineers atUnlike a music venue can use the Front of House application to capture performances for a band on any given nighttypical startup, Set.fm and immediately distribute digitally to patrons. The VNUE Front of House (FOH)DiscLive is a mobile audio capture/upload tool that allows the user to capturereal product offering with measurable results, recognized brands, and a stereo feed from a live performance, split it into individual tracks,leadership team with deep domain experience, execution, and upload m4a files of each track directly to the VNUE server for distribution through the VNUE Platform (Web, Mac, mobile applications). In addition, VNUE software associates the newly created live recording with its master track ID, automating publishing while the fans are still in the venue. Additionally, the system has an automated backend process anchored into a separate dashboard to handle the clearing and publishing aspects associated with the audio/video distribution and sale.relationships.

The Venue Artist Admin portal, an enterprise level content management system with administration features, allows VNUE to oversee all content and copyright clearances for artists, venues, labels and publishers. Each artist, label and publisher will receive a custom dashboard for their respective industry need.

Using VNUE’s suite of consumer focused products fans can relive a life-changing show from the night before, or catch up on their favorite band’s recent show on tour across the world. Shortly after a show’s conclusion, it is available for purchase on VNUE’s web, mac and mobile applications. In addition, 24 hours post show the audio and or video will also be syndicated for sale across our distribution network for all fans to enjoy.

Moments after the show is done, the Front of House compiles the file for sale at the venue. All of a sudden your phone buzzes with a notification from VNUE, telling you the venue you’re still standing in, is now and exclusively offering the audio or video for a price determined before the show.Soundstr™

VNUE partnersacquired the Soundstr technology in mid-2018. Soundstr™ is a patent-pending hardware/cloud-based Music Recognition Technology (MRT) platform that some have compared to the app “Shazam,” but which is focused on businesses such as radio stations, bars, restaurants, and other real-world scenarios that involve the public performance of music.

How Soundstr Works; PROs?

Anywhere that music is played in a public setting, such as radio stations, bars, restaurants, etc., it must be licensed by law. Royalties are required to be paid to the creators (songwriters, publishers) or rights holders when that music played in a public domain. Organizations called “Performing Rights Organizations,” a.k.a. PROs, are responsible for assessing and collecting royalties. Unfortunately, there has previously been no technology to accurately track and audit exactly what music is being played, and consequently, licensees have to agree to “blanket” agreements, which are usually expensive, and whereby any music that a PRO is responsible for would be licensed, if it is theoretically played. The problem with this scenario is that due to the lack of tracking technology, there is inherent inaccuracy in which stakeholders (usually writers and artists) are paid, and further to that, in some cases, only a fraction of that PRO’s catalog may be played. Additionally, these business venues are so significant in number and yet so spread out in terms of location that this becomes extremely difficult to monitor let alone collect and enforce. This creates a massive market shortfall and discrepancy of licensing fees that would otherwise be generated from these businesses.

Soundstr™ has been created to address this, streamline it, and eliminate errors in royalty allocation. Soundstr™ listens to music, records it, and uploads it to the Cloud, where it is processed for identification via artificial intelligence (AI) and other means. Once the music is identified, several industry-leading databases are accessed to assemble deep metadata, and further processing is accomplished to build our own deep, authoritative database so that VNUE can create an accurate audit record of what has been played, and help to ensure the correct stakeholders are paid - while at the same time encouraging unlicensed venues to become licensed, and through the use of data, giving businesses the ability to negotiate more competitive licensing fees. Eventually, our system will support direct licensing. This creates a win for everyone involved - writers, publishers, artists, to recordPROs, venues, and quickly deliver live shows to fans in studio-quality audio and video. Content is purchased and downloadedother stakeholders.

Size of the Soundstr™ Market

Based on FCC data, as of 2019 there are 15,330 radio stations in the app moments afterUSA, and over 44,000 worldwide (CIA, 2010). According to Statistica, there are over 700,000 bars, taverns and restaurants in the show so fans can stay connected toUS, and millions globally. Between the bandcombined segments there is more than $500 million potential in recurring revenue per year. There are even when they aren't looking up.more opportunities in various other verticals.

VNUE Artist Admin

Our Venue Artist Admin suite works this way: an artist signs up on www.vnue.com, uploads their tracks for the next show and then uses the FOH application for Audience Point of Sale for their Audio or Video recorded show. That is our definition of a "VNUE Enabled Artist". Our simple audio options let artists easily connect with their fans without losing quality. Using our Front of House software and a stereo audio interface (ex. Apogee Duet), artist can capture their live shows at any venue. The shows are then cleared, managed, and distributed through the VNUE Audience Platform and Artist Admin.

VNUE Admin

VNUE Admin is a collective network of connected Venues. Enabled with VNUE Front of House Technology, Customized Audience Admin Account and a content publishing hub made up of HD cameras and location based software to collect various points of consumer related data prior, during and post the performance. VNUE believes this is the definitive technology and product for live events, venues and music festivals.

Enabled Venues

The sound engineer or designated management at the venue will have access to a customized web administration system to align their bookings, artists, and revenue from in venue sales. We call these Venues, Enabled. VNUE partners directly with venues to give them the tools they need to record live shows. We invest upfront in audio and video capture equipment or sync with current video services at venues. An on-site promotional partnership with the venue encourages app downloads at the show for new members and repeat customers. The result is a cost effective customer acquisition model for Artists as well as VNUE.

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The VNUE PropositionSoundstr™ Revenue Model

VNUE providesSoundstr™ is a subscription model whereby radio stations and other businesses would “sign up” and subscribe for a monthly, annual, or other fees. This product line is currently is about 80% complete, with our hardware already 100% complete). Further development is required for additional automation. Each location will be charged an enterprise level solution to its partners throughinstallation fee and a software enabled service. The VNUE approach is focused on high quality content digital production and acquiring rights priormonthly automated subscription charge. In addition to the performance.subscription amount, we will also charge a percentage of the net savings from being able to reduce the licensing fees radio stations pay to PROs. For bars, restaurants, and other similar “brick and mortar” businesses we will likely charge a monthly fee, or it will be offered for free due to advertising revenue which will offset the monthly cost of the unit. Soundstr™ also has a built-in “beacon” technology to allow VNUE seeks to distribute backpush the aforementioned targeted advertising using geo-centric mobile applications. That revenue offsets the cost to publishers and work with licensing to increase revenue and build a long tail value proposition for every performance captured. VNUE provides customers with audience network information and support for distribution of content to all types of destination sites including content owner sites, platforms and the business network of music publishers, streaming music servicesowner and "over the top" devices. adds additional revenue to VNUE’s profit center.

Management believes its enterprise level solution drives the following benefits to customers:Growth Potential for Soundstr™

*	VNUE Super Admin – Proprietary Rights management software that enables granular control of content distribution, including by geography, personality types and publishers.
*	Long Term Investment – VNUE primarily takes a share of customers’ revenue, with VNUE taking the majority of its fees when the revenue is delivered.
*	iOS Focused– VNUE’s software enables customers to take advantage of enhance for iOS features, that greatly increase the probability of purchase.
*	Flexible Revenue Models – Labels, Venues, and Artists work with us to adapt their deal based on different revenue models including licensed, ad-funded, and direct to consumer or sponsorship.
*	Keep the Data – Performance data is collated from the FOH, Mobile Sandbox, Super Admin and Artist Admin into one dashboard. Financial data can be downloaded anytime for any reason. Full transparency of VNUE data is extremely important.
*	VNUE Audience reach – VNUE’s distribution to a pre-connected network of publishers enables access to potentially larger audiences.

Initially, Soundstr™ will be rolled out to radio, and then to brick and mortar establishments. This is because there is more opportunity to scale quickly in radio, with large consolidated radio groups having single decision-makers, rather than thousands upon thousands of individual business owners. For radio stations and other “professional” clients, VNUE will install the Soundstr devices and provide fee-based services. We plan to roll out Soundstr™ as a self-installed item for brick and mortar establishments, which will be fulfilled via Amazon or a similar service, allowing for greater scale and lower cost. Currently there are 450 Soundstr™ devices already built in China awaiting import pending remaining funding. We plan to have those devices into the country and deployed within 12 months, during which time our goal will be to raise additional funds to manufacture 10,000 more units. The 450 units will get us to approximately $1.21 million in revenue deployed almost exclusively in radio stations. The deployment and roll out of additional units is dependent upon funding. Assuming we are able to build and deploy 10,000 units, revenues will hit $36 million annually within three years, not taking into account additional revenues from the anticipated reduction in fees charged to clients by the PROs. It will take approximately $8-10 million to get us to $36 million in revenue. Our manufacturer has advised us that it is capable of manufacturing 10,000-20,000 units per month. Over time we hope to have both radio stations as well as other brick and mortar establishments and venues. This product also provides potential growth due to advertisement, sales of data etc. We believe that the data we will be collecting could potentially be one of the strongest revenue drivers.

License Agreement with Universal Music Corp.Barriers to Entry & Obsolescence

On November 2, 2015,Currently the Company entered intoPROs “attempt” to fill the void only in part, by employing statistical data and guesswork which, we believe leaves no room for independents or new media. Accordingly, we are not aware of any direct competitors. This market, we believe, is “white hot” however, and we believe will quickly become competitive. There is a License Agreement with Universal Music Corp. ("Universal"). The License Agreement is effective September 8, 2015,great deal of interest in MRT, and has a term of Two (2) Years from the Effective Date. Under the terms of the License Agreement, Universal is grantingsome smaller startups in Europe have deployed technology to VNUE a non-exclusive, non-transferable, non-sub-licensable license to create and distribute content using certain Universal compositions, more specified in the Grant of Right’s section of the License Agreement.

The Company will then market and sell this content via the VNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section of the License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the Royalty Rates section of the License Agreement.

In accordance with the Minimum Guarantee provision of the License Agreement, the Company was required to pay Universal a minimum first year fee of Fifty Thousand Dollars ($50,000)track DJ music (electronic), which is due within 10 daysonly a small subset of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencement of the second year of the Term. The Company paid the minimum first year fee of Fifty Thousand Dollars ($50,000)what we are able to Universal on November 10, 2015.capture (live, recorded, DJ, karaoke, radio, etc.).

Now thatWe have patent-pending technology, USPTO Application US 2017/0316089, “System and Method for Capturing, Archiving and Controlling Content in a Performance Venue,” which creates a significant barrier to entry, and we expect to file more IP protection as we are funded. Another barrier to entry is the Companyexecutive team, which has paidconsiderable success in the minimum first year fee to Universal, the Company’s plan is to continue raising capital through the sales of its common stock in order to complete the development of its VNUE Service. Once development of the VNUE Service is complete, the Company plans to concentrate on the marketing and sales of content created under the Licensing Agreement with Universal,domain, as well as identifying strategic opportunitiesdeep relationships. Because the system is predominantly Cloud-based, with othersoftware that evolves, we intend to continue to maintain and update the software to remain relevant and effective. Our hardware is tablet-based with some customized casing and components, and as technology continues to improve, our hardware will evolve as well, but will remain backward compatible. Additionally, as additional barriers to entry, we anticipate building open-architecture rack-mounted units, software plug-ins to compliment professional recording software and track internet radio, and in fact, we expect to combine Soundstr technology into Set.fm, so we can identify music industry leaders.

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Competition

A number of musicstreaming services exist, but these services are not packaging the audio for a fan that is currently at the performance to purchase and enjoy immediately after the show. In addition, they are not providing services on a cost effective automated basis necessary to provide high quality audio recordings that is cost effective enough to be utilized by artists to cover all their individual shows. Our main competition is a small group, which includes set.FM, LoveLive, SoundHalo, and nugs.net. There are some competitors that do post show production audio through a very manual and delayed process that is not available to the fans for days if not weeks after the show, and their process is so costly that the artists have to pick and choose certain shows to cover. Others have attempted to capture live audio at shows and burn the show to a CD for distribution at the show, but again, this is a very costly and manual process that does not produce enough CDs fast enough at a given show to meet the demand. We believe the CD process does not scale effectively, and cannot efficiently cover every show in a tour. Nor does the CD process appear to have the capability to cover thousands of bands at once as every show requires a significant amount of equipment and manpower deployed at each show. Additionally, the idea of delivery media on a CD is antiquated and we believe the ability to deliver media on mobile devices is key to capturing today’s market audience. In addition, antiquated capture and delivery methods have an additional difficulty in that there is a complex back end process of clearing publishing and royalty rights which is difficult for the average band to navigate in order to produce and deliver live show audio to their fans. VNUE’s acquisition of the Lively software provides the technology for a comprehensive solution that addresses these concerns in one automated solution.

However, there can be no assurance that even if we are successful, we willrecording on-the-fly and eventually enable “instant” and seamless licensing. This new technology be able to compete effectively with the other companies in our industry. As we are a relatively small company, we face the same problems as other small companies in any industry, such as lack of available funds, established distribution channels or an established customer base. Our competitors may be substantially larger and better funded than us, and have significantly longer histories of operation and development than us. In addition, they may be able to provide more competitive products than we can and generally be able to respond more quickly to new or emerging technologies and changes in legislation and regulations relating to the industry. Additionally, our competitors may devote greater resources to the development, promotion and sale of their products or services than we do. Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business.protected through additional patent filings.

Key Business Strengths

Management believes that the key factors or features of our business that will contribute to VNUE’s success are:

1.	The Connected Venue Network Pre-connected Network – VNUE has a large and growing pre-connected network of partners – over 750 content owners and over 6,500 publishers. Content owners can quickly access this network of publishers who may want their content and publishers can access a wide range of premium content across the Business’ industry verticals.
2.	VNUE Audience Innovation – VNUE has a team of approximately 10 people involved in R&D, tasked with continually upgrading and enhancing the software product to better serve customers’ evolving needs. Upgrades are easy to deploy due to the platform’s modular design – it has been constructed as a service orientated cloud-based architecture for maximum scalability.
3.	Advanced Services – VNUE’s specialist teams offer a range of advanced services including audience development, metadata and search engine optimization, premium advertising and sponsorship sales, live streaming event support and premium support for enterprise customers. VNUE Studios leverages a creative network of content producers, talent, publishers and brands to identify opportunities for the creation of the best live programming.
4.	Business Model Aligned to the Customer Interests – VNUE’s primary revenue model is to take a share of those revenues due to the customer for use of its software and services as well as approved license to package performances within our products. Aligning VNUE success with the success of its customers greatly helps the artist VNUE’s strategy is not focused on production in-house, or acquiring rights (therefore it does not actively seek to compete with content owners), nor does it own B2C sites (therefore it does not actively seek to compete with publishers).
5.	Track Record of Delivering for Key Reference Customers – Due to the proposition described above, capabilities and customer benefits, VNUE has signed up a range of established customers. The Directors believe that a track record of recruiting and delivering for established customers will support further business development activities.

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Expertise and experience in “Instant Live” Content Production and Distribution - VNUE’s team members have been involved in the business of instant live content since 2003. VNUE’s CEO pioneered this concept and commercialized it with the original DiscLive in 2004, and has continued over the years to develop the processes and methodologies used to gain trust and a competitive advantage in the music business. Due to this lengthy history, and trust by major labels, management companies, and related parties, VNUE should remain in a position of strength in terms of this model, and plans to continue to develop the model and introduce new innovative and immersive software features to fans.

Intellectual Property - VNUE has pending patents for our Soundstr™ technology, and expects to file more related patents around the Soundstr™ platform, as well as Set.fm™.

The Company has not filed any formal trademark applications relating to Set.fm™ or Soundstr™ with the United States US Patent and Trademark Office but has been using these marks openly since approximately fall 2017 and spring 2018 respectively, although both marks had been in use well before our acquisition of the assets.

We have patent-pending technology, USPTO Application US 2017/0316089, “System and Method for Capturing, Archiving and Controlling Content in a Performance Venue” which relates to our Soundstr™ technology.

Employees

We currently have two2 full-time orand 5 part-time employees. We also currently engage independent contractors in the areas of accounting, legal and auditing services, corporate finance, as well as marketing and business development. The remuneration paid to our officers and directors will be more completely described elsewhere in our audited financial statements. We expect to double the number of employees over the next 12 month12-month period. We do and will continue to outsource contract employment as needed.

Reports to Security Holders

We are subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholdersshareholder's annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC'sSEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Patents, Trademarks, Franchises, Royalty Agreements or Labor Contracts

As stated above we have no current planspatents pending for any registrations such asour Soundstr™ technology, and expect to file more patents and trademarks copyrights, franchises, concessions, royalty agreementsaround technology we are developing or labor contracts.have already developed, or plan to develop, funds permitting. We will continue to assess the need for any copyright, trademark, or patent applications on an ongoing basis.

Research and Development

We spent $550,262$12,404 on research and development activities during the year ended December 31, 2015,2019, primarily related to the development of our proprietary software and we anticipate that we will incur additional expensescosts on research and development over the next 12 months. Our planned expenditures on our operations are summarized under the section of this annual report entitled "Management’s“Management’s Discussion and Analysis of Financial Position and Results of Operations"Operations”.

Subsidiaries

The Company consolidates the following subsidiaries and/or entities:

Name of consolidated subsidiary or entityEntity		State or other jurisdiction of incorporation or organization		Date of incorporation or formation (date of acquisition/disposition, if applicable)		Attributable interest
VnueVNUE Inc. (formerly TGRI)		The State of Nevada		April 4, 2006 (May (May 29, 2015)		100	%
VNUE Inc. (VNUE Washington)		The State of Washington		October 16, 2014		100	%
Vnue Inc. (Vnue Washington)VNUE LLC		The State of Washington		October 16, 2014August 1, 2013 (December 3, 2014)			100	%
Vnue LLC		The State of Washington		August 1, 2013 (December 3, 2014)			100	%
VnueVNUE Technology Inc.		The State of Washington		October 16, 2014			90	%
VnueVNUE Media Inc.		The State of Washington		October 16, 2014			89	%

VNUE LLC, VNUE Technology Inc. and VNUE Media Inc. are currently inactive.

The consolidated financial statements include the accounts of the subsidiaries/entities as of reporting periods end date and for the reporting periods then ended from their respective dates of incorporation/formation, acquisition, or disposition.

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Environmental Laws

We believe that our operations do not have a material effect on the environment nor do environmental regulations have a material impact on our current operations.

Recent Developments

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

While the COVID-19 pandemic had an affect on our ability to complete our financial statements in a timely manner we do not believe that it will have a material adverse effect on our business at this time as we are currently scheduled to roll out our products in third quarter of 2020. Nonetheless a material portion of our future set.fm and DiscLive business is dependent on success of public events and gatherings. In the event that quarantine and social distancing rules or even social fears continue through such time then we will be materially adversely affected, as these gatherings will see fewer attendees. However, as Soundstr is rolled out, we do not expect to have a materially adverse effect, as our devices will be rolled out to radio stations initially, which do not depend upon attendees.

Available Information

We are required to file periodic reports, proxy statements and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC, 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of these reports by accessing the SEC’s website at http://www.sec.gov. You may also send communications to our board of directors at VNUE Inc., Attention: Chief Executive Officer, 104 W. 29^th Street, 11^th Floor, New York, NY 10001.

Item 1A. Risk Factors

Not Applicable.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our corporate office is located at 104 W. 29th Street, 11thFloor, New York, NY 10001. Our telephone number is 857-777-6190.833.WE.R.LIVE. The office space is shared with other companies and entrepreneurs and we pay $1,300$1,000 per month for the use of the space on a month to month basis. We began the use of the office space in April 2015. We also lease a property in Memphis, TN, located at 5711 Raleigh LaGrange Road, Memphis, TN, 38134, for our distribution and fulfillment center, and equipment storage for recording and producing our live products. We have or lease no other real property.

Item 3. Legal Proceedings

From time to time, we may bebecome involved in litigationvarious lawsuits and legal proceedings relating to claims arising out of our operations in the normal course of business. Other than described herein, neitherHowever, as of the Company, nor its officers or directorsdate of this annual report, we are currently not involved in, or the subject of,with 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.claims.

On December 11, 2015, Hughes MediaNovember 27, 2018, Stout Law Group, Inc.P.A., the former counsel for the company and an affiliate of Matheau J. Stout, filed a lawsuit againstFederal Complaint in the United States District Court for the District of Maryland (Stout Law Group, PA, v. VNUE, Inc. in”, Civil Action No 1:18-CV-03614 JKB) for outstanding legal fees and other damages for work provided during the Superior Court2015 and 2016 fiscal years. The Complaint, as subsequently amended before submission of King County, Washington, under case number 15-2-30108-0. HMLG claimsan answer by the Company, alleged total damages of $130,552.78 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement with VNUE Washington, for legal work performed by HMLG for VNUE Washington prior to the Merger. The Complaint sets forth no legal basis for a lawsuit against VNUE, Inc. (Nevada)$160,842.76 and does not, in fact, sue VNUE Washington, HMLG’s former client.other remedies. The Company believes that VNUE, Inc. (Nevada) is notdenied any liability therein and after negotiation with the proper party for this lawsuit, and reserves all available defenses and counterclaims. Under Washington Superior Court rules, VNUE, Inc. (Nevada) if serviceplaintiff, the foregoing action was voluntarily dismissed on February 27, 2019 by the plaintiff. The Company has a recorded liability 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 $133,482.12 with interest at a rate of 12% per annum. The judgment stipulated that $12,000 be paid within five days of the judgment and payments of $4,000 per month to start in October, 2016. The amount of the settlement has been recorded in accounts payable in the accompanying consolidated balance sheetapproximately $72,000 as of December 31, 2015.2019, and December 31, 2018, to Stout Law Group, S.A. for services rendered which are the subject of settlement negotiations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is a limited public market for our common shares. Our common shares arestock is quoted on the OTCMarketsPink Current Information tier of OTC Markets Group Inc. (“OTC Markets”) under the symbol "VNUE". Trading in stocks quoted on the OTCMarkets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

OTCMarkets securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCMarkets securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCMarkets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

“VNUE.” Our common stock became eligible for quotation on the OTCMarketsOTC Markets on November 18, 2013. As of December 31, 2015, only a minimal amount of shares have traded on OTCMarkets.

Stockholders of Our Common Shares

The table below sets forth the high and low bid prices for our common stock on the OTCBB for the periods indicated. TheseAny over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-downmark-downs, or commissioncommissions, and may not necessarily represent actual transactions.

Period		High ($)				Low ($)
October 1, 2015 – December 31, 2015			0.065				0.028
July 1, 2015– September 30, 2015			0.031				0.017
April 1, 2015 – June 30, 2015			0.033				0.0045
January 1, 2015–March 31, 2015			0.0084				0.004
October 1, 2014 – December 31, 2014			0.0072				0.004
July 1, 2014– September 30, 2014			0.0061				0.0043
April 1, 2014 – June 30, 2014			0.0148				0.0061
January 1, 2014–March 31, 2014			0.015				0.0125

On December 31, 2015, the The closing price of our shares of common stock on the OTCBBPink Current Information on December 31, 2019, was $0.065.$ $0.0003 per share.

Holders

As of December 31, 2015, there wereMay 11, 2020 we had 1,149,756,152 shares of our common stock issued and outstanding held by approximately 260217 record holders of our common stock. Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. This number of holders of record of our common stock.also does not include stockholders whose shares may be held in trust by other entities.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.	We would not be able to pay our debts as they become due in the usual course of business; or
2.	1. We would not be able to pay our debts as they become due in the usual course of business; or 2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

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Equity Compensation Plans

In April 2013, we adopted a 2012 Stock Incentive Plan (the "Plan"“Plan”). The purpose of the Plan is to promote the long-term success of our company and the creation of stockholder value by encouraging the attraction and retention of qualified employees and non-employee directors, encouraging them to focus on critical long-range objectives of our company and linking their interests directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for various types of incentive awards to participants. We believe it is important to have the flexibility to grant various types of equity awards to our employees so that we can react appropriately to the changing environment. NoWhile the Plan authorizes the issuance of up to 15,000,000 shares of our common stock, no securities have been issued under the Plan to date.

The Plan shall be administered by our Board until the appointment of an appropriate committee (the "Committee"“Committee”). The Committee has the discretion to determine the types and terms of awards made under the Plan. The Plan allows the Company to grant stock options; restricted stock rights; restricted stock; performance shares; performance share units; and stock appreciation rights to employees, officers, consultants to, and non-employee directors of, our company on the grant date of the award. The total number of shares subject to all awards under the Plan is fifteen million, subject to adjustment as provided in the Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. The maximum number of shares that may be granted to a participant in any year is three million. If any shares subject to an award are forfeited, expire, lapse, or otherwise terminate without the issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the Plan rules, other than for non-substantive amendments to the Plan. The Plan also sets out provisions relating to a change in control of the Company, the non-transferability of awards, the forfeiture and substitution of awards, as well as other provisions customary for plans of this type.

Equity Compensation Plan Information

		As of December 31, 2015
		Number of Common Shares Issued or to be Issued Under Equity Compensation Plans				Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)				Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans not approved by shareholders			-				-				-
Equity compensation plans approved by shareholders			0				-				15,000,000
Total			0				-				15,000,000

On May 22, 2019, the Company issued 4,126,776 restricted shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) to various employees and service providers to compensate and reward them for past services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock will receive relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

In connection with the Series A Designation, the Company authorized 5,000,000 shares of its restricted Series A Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders are also entitled to share among dividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A Preferred Stock shall have no liquidation or redemption rights.

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

Recent Sales of Unregistered Securities

There are no previously unreported sales of our unregistered securities.During the year ended December 31, 2019, the Company entered into the following transactions:

All the above securities issued were offered and issued in reliance upon the exemption from registration pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation S promulgated thereunder.

Item 6. Selected Financial Data

Not applicable.

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Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our audited financial statements, including the notes thereto, appearing elsewhere in this annual report, as well as the section in this annual report entitled "Description“Description of Business"Business”. These financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

Cautionary Statement Regarding Forward-Looking Information

The statements in this registration statementannual report that are not reported financial results or other historical information are "forward-looking statements"“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"“estimates”, "projects"“projects”, "expects"“expects”, "intends"“intends”, "believes"“believes”, "plans"“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.

Among our forward-looking statements are those statements that relate to our plans, expenditures, and obligations. As we are a pre-revenue company we are completely dependent on capital raising activities in order to effectuate these plans or fulfill our capital obligations. Other forward-looking statements include those statements that relate to consumer acceptance of our products as well as music and entertainment industry acceptance of our services and revenue models and, our ability to implement this model.

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"(“SEC”). or may file from time to time. 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.

PresentationThe following discussion includes forward-looking statements about our business, financial condition, and results of Information

As usedoperations, including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. See “Cautionary Note Regarding Forward-Looking Statements.” The following discussion should also be read in conjunction with our audited consolidated financial statements including the notes thereto appearing elsewhere in this quarterly report, the terms "we", "us", "our" and the "Company" mean VNUE, Inc. and its subsidiaries, unless the context requires otherwise.filing.

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

Overview

Following the Merger on May 29, 2015, we now carry on business as a live entertainment music servicetechnology 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 throughthat offers a suite of products and services which monetize and monitor music for artists, labels, performing rights organizations, publishers, writers, radio stations, venues, restaurants, bars, and other stakeholders in music.

The company’s Set.fm™ consumer app platform allows fans to purchase the concert they just experienced instantly on their mobile web administration applications, allowingdevice, and “instant” physical collectible products are recorded and sold at shows and online through the company’s exclusive partner DiscLive Network™, the 15-year pioneer in “instant live” recording.

The company’s Soundstr™, technology is a comprehensive music identification and rights management Cloud platform that, when fully deployed, will accurately track and audit public performances of music, creating a more transparent ecosystem for general music licensing and associated royalty payments, and will help to ensure the correct stakeholders are paid through the use of our “big data” collection.

In 2016, Zach Bair was appointed as CEO of the Company, and, after deliberation with management, the Company determined that the Lively IP previously owned by the Company, although not valueless, had not been developed to the point where it could be deployed with major recording artist clients, and the decision was made to build and/or acquire other technologies which would help the company realize its goals.

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 artistexclusive license from DiscLive, for three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to seamlessly deliverthe 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 receives 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.

On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc., whereby the Company acquired acquire the assets of the digital live music distribution platform Set.fm from PledgeMusic (See Note 4 of the Consolidated Financial Statements herein). Set.fm is a do-it-yourself (DIY) platform that makes it easy for artists to record and sell their live performancesshows directly to thefans’ mobile devices, uploading simultaneously with their performance, and a platform which VNUE has already successfully utilized to record and sell digital content for major artists. The platform, which also features an innovative and easy-to-use studio app, already boasts thousands of artists and tens of thousands of fans who attend their shows.using it.

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 (see Note 3 of the Consolidated Financial Statements herein).

Results of Operations

The following discussion and analysis of our results of operations and financial condition for the twelve months ended December 31, 20152019 should be read in conjunction with our audited consolidated financial statements and related notes included in this report. We are in the process of completing the development of our products and services and therefore do not have materialonly nominal revenues or income. Accordingly, we are completely dependent on our capital raising efforts in order to complete development and roll out our products.

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Twelve Months Ended December 31, 20152019 Compared to Twelve Months Ended December 31, 20142018

Acquisition-Related Costs

Revenues

Our acquisition-related costsrevenues for the Twelve-Months Endedtwelve months ended December 31, 20152019 and 2018, amount to $206,161 and $82,881, respectively, an increase of $123,820, or approximately of approximately 148.7%. The increase in revenues in 2019 compared to 2018 is attributable to the use of the assets licensed from DiscLive discussed above.

Direct Costs of Revenues

Our direct costs of revenues for the twelve months ended December 31, 2019 and 2018, amounted to $906,462 compared$211,031 and $111,086, respectively. The increase in costs resulted from the aggressive “signing” of multiple artists to $0 for the Twelve-Months Ended December 31 2014 in connectionrecord their tours associated with the closinggenerating additional revenue, executing said tours, and awaiting recoup of the Merger on May 29, 2015. expenses through product sales. Each tour involves up-front costs such as raw materials, as well as travel expenses, etc., and as sales come through online, these costs are eventually recouped (in some cases they are recouped on-site).

SoftwareResearch and Development

Our softwareresearch and development expenses for the Twelve-Months Endedtwelve months ended December 31, 20152019 amounted to $550,262$12,404 compared to $97,514$12,369 for the Twelve-Months Endedtwelve months ended December 31, 2014. The increase represents the necessary development2018. We believe that R&D is a material portion of our softwarebusiness plan and if we are unable to raise sufficient capital or to implement a proper R&D program we will be adversely affected. As we continue to move forward, we expect to spend more on R&D due to our product roadmap and in further developing solutions that is the basis forwill invoke both consumer interest as well as further automation and usability of our products and services that we plan to offer as we implement our business plan.products.

General and Administrative Expenses

Our general and administrative expenses for the Twelve-Months Endedtwelve months ended December 31, 20152019 and 2018, amounted to $2,400,578 compared to $158,819 for the Twelve-Months Ended December 31, 2014.$1,177,755 and $957,141, respectively. The increase in general and administrative expenses relative to lastthe prior year iswas due primarily to a non-cash stock based compensation charge of $590,129 in 2019 related to the increased salaries for full time personnel, contract labor and other expenses associated with the Merger.issuance of preferred stock.

Other (Income) Expenses, NetIntangible Asset Impairment

On December 31, 2019, we conducted an impairment analysis and although we believe that we will be able to generate revenues in the future from our Sounstr asset, based on the lack of any historical sales to date or lack of any pending contracts, we determined that we could not substantiate any anticipated future revenues, and determined that the remaining book value of the intangible of $132,397 should be impaired as of December 31, 2019.

During the year ended December 31, 2018, we evaluated our intangible assets and determined that $204,165 was impaired (see Note 3 of the Consolidated Financial Statements herein). No such transaction occurred in the prior year.

Other Income (Expenses), Net

We recorded net other expensesexpense, net for the Twelve-Months Endedtwelve months ended December 31, 20152019 of $144,461$72,671 compared to $130,415other expense, net of $1,154,398 for the Twelve-Months Endedtwelve months ended December 31, 2014.2018. The changesignificant decrease in other expense, net, other expensesin 2019 compared to 2018 levels was primarily due to an increase in income in the change in fair value of the derivative liability andof $727,897, a decrease in financing costs in 2019 of $110,000.732,888; offset by an increase in the loss on the extinguishment of debt of $373,481 in 2019.

Net Lossfrom Operations

As a result of the foregoing acquisition-relatedrevenues, direct costs softwareof revenues, research and development expenses, general and administrative expenses, and other income (expenses), net, our net loss for the Twelve-Months Endedtwelve months ended December 31, 20152019 and 2018, was $4,267,263, compared to our net loss for the Twelve-Months Ended December 31, 2014 of $386,748.$1,400,098 and $2,356,278, respectively.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through private offerings of our equity securities and loans.loans, including convertible debt. Our ability to raise capital in the form of equity or convertible debt will be hindered if and as our stock price decreases or we are required to increase our capitalization.

As of December 31, 2015,2019, we had cash and cash equivalents of $45,288.$52,096

We had negative cash flow from operating activities of $828,167$501,905 for the Twelve-Months Endedtwelve months ended December 31, 2015,2019, compared with negative cash flow from operating activities of $132,690$575,837 for the Twelve-Months Endedtwelve months ended December 31, 2014.2018. The increasedecrease in our negative cash flow forflows from operating activities for the period is primarily due to costs associated with the Merger, and reflects the Company’s expanded operations under the VNUE business model, which resulteddecreased operating losses, net of stock based compensation of $590,129 in significant payments to service providers and employees.

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2019.

We had negativeno cash used from investing activity in either 2019 or 2018.

Cash flow provided by financing activities was $535,810 for the twelve months ended December 31, 2019 as compared to $583,750 for the twelve months ended December 31, 2018. The decrease in cash flow from investing activities of $52,037 for the Twelve-Months Ended December 31, 2015 due to an advance to a related party. We had negative cash flow from investing activities of $150,000 for the Twelve-Months Ended December 31, 2014 due to the acquisition of intangible assets.

We had positive cash flowprovided from financing activities of $887,946 for the Twelve-Months Ended December 31, 2015 as comparedis primarily attributable to $282,736 for the Twelve-Months Ended December 31, 2014. The cash flow from financing activities for the Twelve-Months Ended December 31, 2015 was primarily due to $946,319a reduction in proceeds from the issuance of common shares. This $946,319 is offset by $17,373 in repayments to a stockholder and $41,000 in repayments of convertible notes payable during the same period. The cash flow from financing activities for the Twelve-Months Ended December 30, 2014 was dueof $42,940 in 2019 compared to $86,736 in advances from a stockholder, $96,000 in proceeds from convertible notes payable and $100,000 in proceeds from the issuance of common stock..2018 levels.

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 Company’s consolidated financial statementsauditors have been prepared assuming that it willexpressed doubt as to the ability of the Company to continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, theconcern. The Company had a stockholders’ deficit of $721,686$3,777,345 at December 31, 2015,2019, and incurred a net loss of $4,267,263,$1,400,098 and used net cash in operating activities of $828,167$501,905 for the reporting period then ended. Certain of the Company’s notes payable are also past due, however, we have negotiated extensions for them and in default.continue to honor them. These factors raise substantial doubt about the Company’s ability to continue as a going concern.concern within one year after the date that the financial statements were issued. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concernconcern.

Management estimates that the current funds on hand will only be sufficient to continue operations through December 2016.June, 2020. Historically, the Company has used the proceeds of convertible notes to fund its operations. The Company believes that it can continue to raise proceeds during 2020, however, there can be no assurances. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity or convertible debt securities for cash to operate our business. However, among other risks and uncertainties, given our low stock price, and limited number of authorized common shares available for issuance, we will likely be required to increase our authorized capital in order to accommodate these financings, which action will require shareholder approval. 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,stockholders, in case or equity financing.

We have not generated significant 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. We do not anticipate generating any revenues in the foreseeable future, and 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.

Application of Critical Accounting Policies and Estimates

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

While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.Seeoperations. (See Note 2 - Significant and Critical Accounting Policies and Practices page F-7 herein.herein).

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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.

Internal Software Development Costs

Development costs incurred in Significant estimates include the research and development of new software products and enhancementsassumptions used to existing software products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be established when all planning, designing, coding and testing has been completed according to design specifications. After technological feasibility is established, any additional costs are capitalized. Through December 31, 2015, technological feasibilitydetermine the value of the Company’s software had not been established;derivative liabilities, the valuation allowance for the deferred tax asset and accordingly, no costs have been capitalized to date.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 warrantsaccounts for share-based awards to employees and non-employeesnonemployees directors and consultants in non-capital raising transactions for servicesaccordance with the provisions of ASC 718, Compensation—Stock Compensation., and for financing costs. The Company accounts for stock optionunder the recently issued guidance following FASB’s pronouncement, ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where theapplicable updates adopted, share-based awards are valued at fair value of the award is measured on the date of grant and that fair value is recognized as compensation expense on the straight-line basis over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option pricing model, and 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,forfeitures when 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.occur.

The fair valueUse of the Company's stockBlack-Scholes option and warrant grants are estimated usingpricing model requires the Black-Scholes-Merton Option Pricing model, which uses certaininput of subjective assumptions related to risk-free interest rates,including expected volatility, expected lifeterm, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the stock options or warrants,is estimated by using the Securities and future dividends. Compensation expenseExchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term. The risk-free interest rate 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.estimated using comparable published federal funds rates.

Recent Accounting Pronouncements

See Note 2 of the consolidated financial statement for management’s discussion of recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

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Item 8. Financial Statements and Supplementary Data

VNUE, Inc.

Venue, Inc.
December 31, 20152019

Report of Independent Registered Public Accounting Firm		F–1
		F-1
Consolidated Balance Sheets		F–2
		F-2
Consolidated Statements of Operations		F–3
		F-3
Consolidated Statements of Stockholders’ EquityDeficit		F–4
		F-4
Consolidated Statements of Cash Flows		F–5
		F-5
Notes to the Consolidated Financial Statements		F–6F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Vnue,VNUE, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vnue,VNUE, Inc. and Subsidiaries (the "Company") as of December 31, 20152019 and 2014, and2018, the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended. Theseended, and the related notes (collectively referred to as the "consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)statements"). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20152019 and 2014,2018, and the consolidated results of itstheir operations and itstheir cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, to the consolidated financial statements,Company experienced a net loss and utilized cash from operations during the year ended December 31, 2015, the Company incurred2019 and has a net loss and utilized cash flows in operations, and at December 31, 2015, had a stockholders' deficit.stockholders’ deficit as of that date. These conditionsmatters raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. Management'sManagement’s plans in regardsregard to these matters are also described in Note 1. The1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2016.

Weinberg and& Company  P.A.                   

Los Angeles, California

December 12, 2016May 19, 2020

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VNUE, Inc.INC.

Consolidated Balance SheetsCONSOLIDATED BALANCE SHEETS

		December 31, 2015				December 31, 2014
Assets
Current Assets
Cash		$	7,788			$	46
Prepaid expenses			37,500				-
Total current assets			45,288				46
Intangible assets , net			-				336,300
Total assets		$	45,288			$	336,346
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable		$	280,610			$	105,943
Accrued expenses			84,311				-
Advances from stockholders			14,720				720
Note payable to officer			54,643				86,016
Notes payable			59,000				-
Convertible notes payable, net			11,441				3,116
Convertible notes payable, related parties, net			13,003				7,551
Derivative liabilities			249,246				215,748
Total current liabilities			766,974				419,094
Commitment and contingencies
Stockholders' Deficit
Preferred stock, par value $0.0001: 20,000,000 shares authorized; 0 and 6,709,775 shares issued and outstanding, respectively			-				671
Common stock, par value $0.0001: 750,000,000 shares authorized; 640,913,164 and 402,483,881 shares issued and outstanding, respectively			64,091				40,248
Additional paid-in capital			3,736,177				263,081
Common stock to be issued, 2,608,334 shares and 0 shares, respectively			132,057				-
Accumulated deficit			(4,654,011				(386,748	)
Total Stockholders' Deficit			(721,686	)			(82,748	)
Total Liabilities and Stockholders' Deficit		$	45,288			$	336,346

SeeThe accompanying notes to the condensedare an integral part of these consolidated financial statements.

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VNUE, Inc.INC.

Consolidated Statements of OperationsCONSOLIDATED STATEMENTS OF OPERATIONS

		For the Year Ended December 31, 2015				For the Year Ended December 31, 2014
Operating expenses
Software development		$	550,262			$	97,514
Acquisition-related costs			906,462				-
General and administrative			2,400,578				158,819
Impairment of intangibles			265,500				-
Total operating expenses			4,122,802				256,333
Loss from Operations			(4,122,802	)			(256,333	)
Other (income) expenses
Change in fair value of derivative liability			83,156				(33,204	)
Gain on extinguishment of derivative liability			(49,658	)			-
Financing costs			110,963				163,619
Other (income) expenses, net			144,461				130,415
Net loss		$	(4,267,263	)		$	(386,748	)
Earnings per share - Basic and diluted		$	(0.01	)		$	(0.00	)
Weighted average common shares outstanding - Basic and diluted			542,382,209				402,483,881

SeeThe accompanying notes to the condensedare an integral part of these consolidated financial statements.

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VNUE, Inc,INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Consolidated Statement of Changes in Stockholders' Deficit

For the Years ended DecemberYEARS ENDED DECEMBER 31, 2015 and 20142019 AND 2018