~~U. S.~~ UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~Washington, D.C. 20549

FORM 10-Q

☒☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023

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

~~For the transition period from _________ to _________~~Commission File Number: 000-53462

~~Commission File No.~~ ~~000-53462~~VNUE, INC.

(Exact name of registrant as specified in its charter)

~~VNUE, INC~~.

~~(Name of Registrant in its Charter)~~

Nevada		98-0543851
(State or ~~Other Jurisdiction~~other jurisdiction of incorporation or organization)		(I.R.S. Employer ~~I.D.~~Identification No.)

104 West 29th Street, 11th Floor, New York, NY 10001

(Address of Principal Executive Offices)

833.~~(833)937-5493~~937.5493

(Registrant’s telephone number, including area code)

Securities registered ~~under~~pursuant to Section ~~12 (b)~~12(b) of the ~~Exchange~~ Act:

Title of ~~each class~~Each Class		Trading ~~Symbol(s)~~Symbol		Name of each ~~exchange~~Exchange on which registered
~~None~~N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common stock, $.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

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 ☐ No ☑

Indicate by check mark whether the ~~Registrant~~registrant (1) has filed all reports required to be filed by ~~Sections~~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~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such ~~files.)~~files). Yes ☒☑ No ☐

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

☐	Large accelerated filer	☐	Accelerated filer
☐☒
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
		☐	Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ☐ No ☒☑

The number of shares of registrant’s common stock outstanding as of ~~November 17, 2022~~May 18, 2023 was ~~1,600,903,121~~1,859,252,043.

VNUE, INC.

QUARTERLY REPORT ON FORM 10-Q

~~September 30, 2022~~MARCH 31, 2023

TABLE OF CONTENTS

				~~PAGE~~Page
		PART I - FINANCIAL INFORMATION		1
Item 1.
~~Item 1.~~	Consolidated Financial Statements (unaudited)		1
		Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 (unaudited) and December 31, ~~2021 (unaudited)~~2022		21
		Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~ (unaudited)		2
		3
	~~Condensed~~ Consolidated Statements of Changes in Stockholders’ Deficit for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~ (unaudited)		43
		~~Condensed~~ Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~ (unaudited)		4
		6
	Notes to Consolidated Financial Statements (unaudited)		75
Item 2.		Management Discussion & Analysis of Financial Condition and Results of Operations		1918
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.		26
~~Item 4.~~	Controls and Procedures		2624

		PART II - OTHER INFORMATION		28
Item 1.
~~Item 1.~~	Legal Proceedings		25
Item 2.		28
~~Item 2.~~	Unregistered Sales of Equity Securities and Use of Proceeds		2825
Item 3.		Defaults Upon Senior Securities		2825
Item 4.		Mining Safety Disclosures		28
~~Item 5.~~	~~Other information~~		2825
Item 6.5.	~~Exhibits~~		29Other Information		25
Item 6.		Exhibits		26

		SIGNATURES		3027

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

The following unaudited interim financial statements of VNUE, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

VNUE, INC.

~~VNUE, INC.~~

CONSOLIDATED BALANCE SHEETS

~~(unaudited)~~


								March 31,			December 31,
	September 30,			December 31,				2023			2022
	2022			2021				(Unaudited)
Assets
Current assets:
Cash	$	112,193		$	36,958			$	54,191		$	82,807
Prepaid expenses		100,000			464,336				261,100			130,000
Total current assets		212,193			501,294				315,291			212,807
Fixed assets, net		18,097			-				-			9,134
Goodwill		10,400,000			-
Intangible Assets		2,058,333			-
Total assets	$	12,688,623		$	501,294			$	315,291		$	221,941

Liabilities and Stockholders’ Deficit							Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	2,855,585		$	923,781			$	2,886,567		$	2,817,104
Shares to be issued		1,020,571			247,707				975,174			975,174
Accrued payroll-officers		259,250			233,750				198,550			212,250
Advances from officer		10,000			10,000
Dividends payable		145,103			-				276,083			210,486
Notes payable		1,143,262			869,157				1,159,262			1,134,262
Deferred revenue		856,250			74,225				872,990			862,597
Convertible notes payable, net		470,714			635,714				470,714			470,714
Purchase liability		7,979,984			300,000
Total current liabilities		14,740,719			3,294,334				6,839,340			6,682,587
Total liabilities		14,740,719			3,294,334				6,839,340			6,682,587

Commitments and Contingencies												-

Stockholders’ Deficit
Preferred A stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 and 4,250,579 issued and outstanding as of September 30, 2022 and December 31, 2021		425			425
Preferred B stock, par value $0.0001: 2,500 shares authorized; 2,267 and -0- issued and outstanding as of September 30, 2022 and December 31, 2021		-			-
Preferred C stock, par value $0.0001: 10,000 shares authorized; 3,000 and -0- issued and outstanding as of September 30, 2022 and December 31, 2021		-			-
Common stock, par value $0.0001, 2,000,000,000 shares authorized; and 1,525,709,549 and 1,411,799,497 shares issued and outstanding, as of September 30, 2022, and December 31, 2021, respectively		152,570			141,177
Preferred A stock, par value $0.0001: 20,000,000 shares authorized; 4,250,579 and 4,250,579 issued and outstanding as of March 31, 2023 and December 31, 2022									425			425
Preferred B stock, par value $0.0001: 2,500 shares authorized; 2,422 and 2,305 issued and outstanding as of March 31, 2023 and December 31, 2022									-			-
Preferred C stock, par value $0.0001: 100,000 shares authorized; 3,000 and -0- issued and outstanding as of March 31, 2023 and December 31, 2022									-			-
Common stock, par value $0.0001, 4,000,000,000 shares authorized; 1,783,508,869 and 1,676,014,753 shares issued and outstanding, as of March 31, 2023, and December 31, 2022, respectively									178,350			167,601
Additional paid-in capital		29,712,354			10,900,652				30,544,579			30,179,731
Accumulated deficit		(31,917,445	)		(13,835,294	)			(37,247,403	)		(36,808,403	)
Total stockholders’ deficit		(2,052,096	)		(2,793,040	)			(6,524,049	)		(6,460,646	)
Total Liabilities and Stockholders’ Deficit	$	12,688,623		$	501,294			$	315,291		$	221,941

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

VNUE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the
three months ended
March 31,
2023 2022
Revenues - related party $ 3,875 $ 5,049
Revenue, net 84,870 36,621
Total revenue 88,745 41,670
Direct costs of revenue 48,202 40,513
Gross profit 40,543 1,157
Operating expenses:
General and administrative expense 104,817 63,202
Payroll expenses 127,101 121,551
Professional fees 120,775 351,953
Amortization of intangible assets - 108,333
Total operating expenses 352,693 645,039
Operating loss (312,150 ) (643,882 )
Other income (expense), net
Financing costs (61,254 ) (549,224 )
Other income (expense), net (61,254 ) (549,224 )
Net loss $ (373,404 ) $ (1,193,106 )
Preferred B Stock dividends (65,596 ) -
Net loss available to common shareholders $ (439,000 ) $ (1,193,106 )

Net loss per common share - basic and diluted $ (0.00 ) $ (0.00 )

Weighted average common shares outstanding:
Basic and diluted 1,714,131,603 1,415,312,830
The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

VNUE, INC.
CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CHANGES IN STOCKHOLDERS’ DEFICIT
~~(unaudited)~~FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2021
(Unaudited)

Par value $0.0001 Additional
Preferred A Shares Preferred B Shares Preferred C Shares Common Shares Paid- in Accumulated
Number Amount Number Amount Number Amount Number Amount Capital Deficit Total
Balance - December 31, 2021 4,250,579 $ 425 - $ - - $ - 1,411,799,497 $ 141,177 $ 10,900,652 $ (13,835,294 ) $ (2,793,040 )

Issuance of Preferred B shares 1,500 1,500,000 1,500,000

Financing fee paid in Pref B shares 35 42,000 42,000

Beneficial conversion feature of Pref B shares convertible notes 300,000 300,000

Shres issued for services 6,000,000 600 56,200 56,800

Shares issued upon conversion of convertible notes payable 41,476,963 4,148 414,770 418,918

Net loss - - (1,193,106 ) (1,193,106 )

Balance, March 31, 2022 4,250,579 $ 425 1,535 $ - - $ - 1,459,276,460 $ 145,925 $ 13,213,622 $ (15,028,400 ) $ (1,668,428 )
Par value $0.0001 Additional
Preferred A Shares Preferred B Shares Preferred C Shares Common Shares Paid- in Accumulated
Number Amount Number Amount Number Amount Number Amount Capital Deficit Total
Balance - December 31, 2022 4,250,579 $ 425 2,305 $ - - $ - 1,676,014,753 $ 167,601 $ 30,179,731 $ (36,808,403 ) $ (6,460,646 )

Issuance of Preferred B Shares for cash 111 111,000 111,000

Financing fee paid in Preferred B shares 6 6,000 6,000

Series B dividends (65,596 ) (65,596 )

Shares issued from the Company’s equity line for cash 107,494,116 10,749 247,848 258,597

Net loss - - (373,404 ) (373,404 )

Balance, March 31, 2023 4,250,579 $ 425 2,422 $ - - $ - 1,783,508,869 $ 178,350 $ 30,544,579 $ (37,247,403 ) $ (6,524,049 )
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
VNUE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the
three months For the
nine months
September 30, September 30,
2022 2021 2022 2021
Revenues - related party $ 3,090 $ 2,714 $ 9,579 $ 9,295
Revenue, net 96,090 - 224,292 -
Total revenue 99,181 2,714 233,871 9,295
Direct costs of revenue 72,059 5,380 224,786 5,446
Gross margin (loss) 27,121 (2,666 ) 9,085 3,849
Operating expenses:
Stock based compensation -related party - - 15,300,000 -
General and administrative expense 51,586 90,051 171,896 121,404
Payroll expenses 172,374 72,370 419,204 205,120
Professional fees 99,989 117,463 581,867 288,272
Amortization of intangible assets 216,667 - 541,667 -
Total operating expenses 540,616 279,884 17,014,634 614,796
Operating loss (513,495 ) (282,550 ) (17,005,549 ) (610,947 )
Other income (expense), net
Change in fair value of derivative liability - - - 3,156,582
Other income - - - 1,172,782
Loss on the extinguishment of debt - - (154,200 ) (80,227 )
Financing costs (98,394 ) (82,611 ) (777,299 ) (288,146 )
Other income (expense), net (98,394 ) (82,611 ) (931,498 ) 3,960,990
Net income (loss) $ (611,889 ) $ (365,161 ) (17,937,048 ) $ 3,350,043
Preferred B Stock dividends (62,119 ) - (145,103 ) -
Net income (loss) available to common shareholders $ (674,008 ) $ (365,161 ) (18,082,151 ) $ 3,350,043

Net loss per common share - basic and diluted $ (0.00 ) $ (0.00 ) $ (0.01 ) $ 0.00

Weighted average common shares outstanding:
Basic and diluted 1,491,415,223 1,341,926,621 1,459,409,678 1,266,155,076

For the
three months ended
March 31,
2023 2022
Cash Flows From Operating Activities:
Net loss $ (373,404 ) $ (1,193,106 )
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation 9,134 1,880
Amortization of intangible assets - 108,333
Change in the fair value of derivatives - 300,000
Beneficial conversion feature of Preferred B stock 11,000 -
Shares issued for financing costs 6,000 42,000
Shares issued for services - 56,800
Changes in operating assets and liabilities
Prepaid expenses (131,100 ) 364,336
Accounts payable and accrued interest 69,464 67,820
Deferred revenue 10,393 5,198
Accrued payroll officers (13,700 ) (2,000 )
Net cash used in operating activities (412,213 ) (248,739 )

Cash Flows From Investing Activities:
Acquisition of a business net of cash received (977,761 )
Net cash used in investing activities - (977,761 )

Cash Flows From Financing Activities:
Proceeds from the Company’s equity line from the sale of common stock 258,597
Payments on promissory notes 25,000 (253,000 )
Proceeds from the sale of Series B Preferred Stock 100,000 1,500,000
Proceeds from the issuance of convertible notes - 3,000
Net cash provided by investing activities 383,597 1,250,000

Net Increase (Decrease) In Cash (28,616 ) 23,500
Cash At The Beginning Of The Period 82,807 36,958
Cash At The End Of The Period $ 54,191 $ 60,458

Supplemental disclosure of cash flow information:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -

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

3
~~VNUE, INC.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~
~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021~~
~~(unaudited)~~

Par value $0.001 Additional
Preferred A Shares Preferred B Shares Preferred C Shares Common Shares Paid- in
Number Amount Number Amount Number Amount Number Amount Capital Deficit Total
Balance - December 31, 2020 4,126,776 $ 413 - $ - - $ - 1,211,495,162 $ 121,149 $ 8,386,593 (16,755,676 ) (8,247,521 )

Beneficial conversion feature of convertible notes 111,765 111,765

Net income - - - - 1,991,101 1,991,101

Balance, March 31, 2021 4,126,776 $ 413 - $ - - $ - 1,211,495,162 $ 121,149 $ 8,498,358 $ (14,764,575 ) $ (6,144,656 )

Shares issued upon conversion of convertible notes payable 123,803 12 75,195,174 7,520 1,273,991 1,281,523

Net income - - - - 1,724,104 1,724,104

Balance, June 30, 2021 4,250,579 $ 425 - $ - - $ - 1,286,690,336 $ 128,669 $ 9,772,348 $ (13,040,472 ) $ (3,139,030 )

Private placement of common shares 8,606,685 8,607 776,323 784,930

Net income - - - - (365,161 ) (365,161 )

Balance September 30, 2021 4,250,579 $ 425 - $ - - $ - 1,295,297,021 $ 137,276 $ 10,548,670 $ (13,405,634 ) $ (2,719,262 )
4

Par value $0.001 Additional
Preferred A Shares Preferred B Shares Preferred C Shares Common Shares Paid- in
Number Amount Number Amount Number Amount Number Amount Capital Deficit Total
Balance - December 31, 2021 4,250,579 $ 425 - $ - - $ - 1,411,779,497 $ 141,177 $ 10,900,652 $ (13,835,294 ) $ (2,793,040 )

Issuance of Preferred B Shares for cash 1,500 1,500,000 1,500,000

Financing fee paid in Preferred B shares 35 42,000 42,000

Series B dividends (31,068 ) (31,068 )

Beneficial conversion feature of Preferred B shares 300,000 300,000

Shares issued for services 6,000,000 600 56,200 56,800

Acquisition shares issued for Stage It purchase 41,476,963 4,148 414,770 418,917

Net loss - - - - (1,162,038 ) (1,162,038 )

Balance March 31, 2022 4,250,579 $ 425 1,535 $ - - $ - 1,459,256,460 $ 145,925 $ 13,213,621 $ (15,028,400 ) $ (1,668,428 )

Issuance of Preferred B Shares for cash 280 280,000 280,000

Financing fee paid in Preferred B shares 10 12,000 12,000

Series B dividends (51,915 ) (51,915 )

Beneficial conversion feature of Preferred B shares 87,000 87,000

Conversion of debt to Preferred B shares 266 319,200 319,200

Issuance of Preferred C shares to related parties 3,000 15,300,000 15,300,000

Acquisition shares issued for Stage It purchase 15,229,726 1,523 152,297 153,820

Net loss - - - - (16,163,122 ) (16,163,122 )

Balance June 30, 2022 4,250,579 $ 425 2,091 $ - 3,000 $ - 1,474,486,186 $ 147,448 $ 29,364,118 $ (31,243,437 ) $ (1,731,445 )

Issuance of Preferred B Shares for cash 164 151,600 151,600

Financing fee paid in Preferred B shares 12 14,400 14,400

Shares issued pursuant to the Company’s equity line of credit 49,451,287 4,945 119,314 124,259

Series B dividends (62,119 ) (62,119 )

Beneficial conversion feature of Preferred B shares 45,200 45,200

Acquisition shares issued for Stage It purchase 1,772,076 177 17,721 17,898

Net loss - - - - (611,889 ) (611,889 )

Balance September 30, 2022 4,250,579 $ 425 2,267 $ - 3,000 $ - 1,525,709,549 $ 152,570 $ 29,712,354 $ (31,917,445 ) $ (2,052,096 )
~~The accompanying notes are an integral part of these consolidated financial statements.~~
5
~~VNUE, INC.~~
~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(unaudited)~~

For the
nine months ended
September
2022 2021
Cash Flows From Operating Activities:
Net income (loss) $ (17,937,048 ) $ 3,350,043
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation 19,725 -
Amortization of intangible assets 541,667 -
Change in the fair value of derivatives - (3,156,582 )
Loss on the extinguishment of debt 154,200 80,227
Beneficial conversion feature of Preferred B stock 432,200 -
Issuance of Preferred C voting stock 15,300,000 -
Shares issued for financing costs 68,400 -
Shares issued for services 56,800 -
Amortization of debt discount - 111,765
Changes in operating assets and liabilities
Prepaid expenses 364,336 (195,000 )
Accounts payable and accrued interest 220,455 (1,133,919 )
Deferred revenue 4,122 -
Accrued payroll officers 25,500 30,000
Net cash used in operating activities (749,643 ) (913,466 )

Cash Flows From Investing Activities:
Purchase of fixed assets (940 )
Acquisition of a business net of cash received (977,761 ) -
Net cash used in investing activities (978,701 ) -

Cash Flows From Financing Activities:
Advances from officers - 10,000
Payments on promissory note (255,280 ) (12,000 )
Proceeds from the private placement of common shares 124,259 784,929
Proceeds from the of Series B Preferred Stock 1,931,600 -
Proceeds from the issuance of convertible notes 3,000 334,000
Net cash provided by investing activities 1,803,579 1,116,929

Net Increase (Decrease) In Cash 75,235 203,463
Cash At The Beginning Of The Period 36,958 4,458
Cash At The End Of The Period $ 112,193 $ 207,921

Supplemental disclosure of cash flow information:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -

Supplemental disclosure of non-cash information:
Common shares issued upon conversion of debt and accrued interest $ - $ 1,281,523
Common shares issued for the Stage It acquisition $ 590,636 $ -
Issuance of Preferred C voting shares $ 15,300,000 $ -
Preferred B shares issued upon the conversion of debt and accrued interest $ 176,410 $ -
~~The accompanying notes are an integral part of these consolidated financial statements.~~
6
VNUE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

History and Organization

VNUE, Inc. (formerly Tierra Grande Resources, Inc.) (“VNUE”, “TGRI”, or the “Company”) was incorporated under the laws of the State of Nevada on April 4, 2006.

On May 29, 2015, VNUE, Inc. entered into a merger agreement with VNUE Washington, Inc. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of TGRI common stock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and the transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer.

The Company is developing technology-driven solutions for Artists, Venues, and Festivals to automate the capturing, publishing, and monetization of their content, as well as protection of their rights.

On February 13, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly-owned subsidiary of the Company (the “Merger”).

On February 13, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company contracted to acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly-owned subsidiary of the Company (the “Merger”). At the same time, Stage It and several of the shareholders of Stage It entered into a voting agreement concerning the Merger.
Pursuant to the Merger Agreement, ~~and subject to the terms and conditions set forth therein,~~ at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) ~~will be~~were converted into the right to receive the applicable portion of the Merger Consideration. ~~A portion~~$1,085,450 of the Merger Consideration ~~will be~~was paid in cash and ~~take the form~~satisfaction of ~~satisfying~~ certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion ~~will be~~was paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, ~~will be~~was held back for the purposes of satisfying certain contingent obligations of Stage It.

The Merger Agreement ~~also allows~~provides for the issuance of ~~earn-out~~earnout shares which the company estimates will not ~~to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months. See Note 5. for additional information~~be achieved.

On February 14 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company issued the initial 135,000,000 shares, paid certain amounts to Stage It vendors and will potentially pay additional amounts as detailed under Merger Consideration in the Merger Agreement.
5
NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements as of ~~September 30, 2022,~~March 31, 2023, the Company had $~~112,193~~54,191 in cash on hand, had negative working capital of $~~14,528,526~~6,524,049 and had an accumulated deficit of $~~31,917,445~~37,247,403. Additionally, for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company used $~~749,643~~412,213 in cash from operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The Company does not have any commitments for additional capital.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s ~~September 30, 2022,~~March 31, 2023, consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
7

NOTE 3 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Consolidation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”), which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

The Company consolidates its results with its wholly-owned subsidiary, Stage It Corp.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed, the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 20% of the revenue as an agent and the artist receives 80% of the revenue as the ~~performer,~~performer; however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 20% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production.

The Company also recognizes revenue onfrom the sale of CDs and USB drives that contain the recording of live concerts and are made available to concert attendees immediately after the show and online. Revenue is recognized on the sale of a product when our performance obligation is completed, which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased.

6
As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022, deferred revenue amounted to $~~856,250~~872,990 and $~~74,225~~862,597, respectively.
~~Management’s Representation~~ As of ~~Interim Financial Statements~~March 31, 2023, deferred revenue was comprised of two amounts, $74,225 at VNUE related to the Matchbox Twenty Tour with Rob Thomas that was cancelled due to Covid-19, and $798,765
~~The accompanying unaudited financial statements~~ in unredeemed notes at Stage It that have been ~~prepared~~purchased by customers but not used toward any events. When these notes are redeemed, on average, the performing artists will receive approximately 80%, and the Company ~~without audit pursuant to the rules and regulations~~will record 20% of the ~~Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted~~value of these notes as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.revenue.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates include the ~~assumptions used for the determination of goodwill and intangible assets, the~~ valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates.
8

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Fair Value of Financial Instruments

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

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

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

● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts of financial instruments, such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. There were no derivative liabilities outstanding as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022.

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Income (Loss) per Common Share

Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that is then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on ~~September 30, 2022,~~March 31, 2023, because their impact ~~was~~would have been anti-dilutive. ~~As of September 30, 2022, the Company had~~ ~~264,550,794~~ ~~outstanding warrants and~~ ~~10,325,196~~ ~~shares related to convertible notes payables respectively, which were excluded from the computation of net loss per share.~~
9

Property and Equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. The ~~threshold for depreciating office equipment is $200, and $1,000~~ ~~for furniture and fixtures maintenance and repairs are charged to expense as incurred. The~~ carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows:

Schedule of ~~Property Plant Equipment Estimated Useful Lives~~property plant equipment estimated useful lives
Computers, software, and office equipment 3 years
Furniture and fixtures 7 years
As of ~~September 30, 2022,~~March 31, 2023, the Company’s property, which consisted solely of computers ~~amounted to $18,097~~ ~~and -$-~~0~~- respectively.~~at its Stage It subsidiary, was fully depreciated. Depreciation expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2023, and 2022, ~~and 2021,~~ amounted to $~~19,725~~9,134 and $-$01,880-, respectively.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. As of December 31, 2022, the Company determined that its goodwill and intangibles were fully impaired, and as a result, recorded an impairment of goodwill and intangible assets amounting to $4,261,683 in its Statements Operations for the year ended December 31, 2022.

8
Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s financial statements and financial statement disclosures.

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NOTE 4 – PREPAID EXPENSE

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the balances in prepaid expenses was $~~100,000~~261,100 and $~~464,336~~130,000.

Schedule of prepaid expense
March 31,
2023 December 31,
2022
Matchbox Twenty agreement $ 100,000 $ 100,000
Deposit with joint venture partner 161,100 30,000
Total prepaid expenses $ 261,100 $ 130,000
$100,000 of the prepaid expense in both periods relates to a January 9, 2020 agreement entered into by the Company with recording and performance artist, Matchbox Twenty “MT Agreement”), to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4, 2020. This tour which has been delayed due to Covid-19 is expected to commence in ~~January~~May 2023.

NOTE 5 – RELATED PARTY TRANSACTIONS

DiscLive Network

On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license.

In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer. Revenues of $~~9,579~~3,875 and $~~9,295~~5,049 for the periods ended ~~September 30,~~March 31, 2023, and 2022, ~~and 2021,~~ respectively, were recorded using the assets licensed under this agreement. For the periods ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~ the fees would have amounted to $~~479~~194 and $~~465~~252, respectively. The Company’s Chief Executive Officer agreed to waive the right to receive these license fees for both years and has never taken any fees pursuant to this agreement.
~~Accrued Payroll to Officers~~
~~Accrued payroll to two officers was $259,250~~ ~~and $233,750~~ ~~respectively, as of September 30, 2022, and December 31, 2021, respectively. The Chief Executive Officer’s compensation is $170,000~~ ~~per year.~~

Advances from Officers/Stockholders

From time to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. During the year ended December 31, 2021, the Company’s ~~CEO~~Chief Executive Officer advanced $10,000 to the Company on an interest-free basis. That amount ~~remained outstanding as~~was repaid in the fourth quarter of ~~September 30,~~ 2022.
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NOTE 6 – BUSINESS ACQUISITION

On February 13, 2022, VNUE, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly owned subsidiary of the Company (the “Merger”).

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back to satisfy certain contingent obligations of Stage It.
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The Merger Agreement also allows for the issuance of earn-out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months.

On February 13, 2022, the Company, Stage It and the shareholders of Stage It entered into a voting agreement concerning the Merger.

On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company will issue the initial 135,000,000 shares and pay certain amounts as detailed under Merger Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are set forth in the Merger Agreement.

The Merger Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Company, Merger Sub, or any of their respective subsidiaries or affiliates

10
For the acquisition of Stage It, the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed:

Consideration paid

Schedule of fair value of consideration
Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share $ 418,917 $ 418,917
Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share 944,583 944,583
Net liabilities assumed 2,871,066 2,871,066
Earnout liability 7,679,984
Cash paid 1,085,450 1,085,450
Fair value of total consideration paid $ 13,000,000 $ 5,320,016
Net assets acquired and liabilities assumed

Schedule of net asset acquired and liabilities assumed
Cash and cash equivalents $ 107,689 $ 107,689
Property 36,882
Computer equipment 36,882
Total assets 144,571 144,571

Accounts payable and accrued liabilities 1,711,349 1,711,349
Notes payable 526,385 526,385
Deferred revenue 777,903 777,903
Total liabilities $ 3,015,637 $ 3,015,637

Net liabilities assumed $ 2,871,066 $ 2,871,066
The Company has allocated the fair value of the total consideration paid of $10,400,000 to goodwill and $2,600,000 to intangible assets with a life of three years. The value of goodwill represents Stage It’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on March 31, ~~2022. The Company’s accounting for~~2022, and did not complete a valuation study with an independent third party. During the year ended December 31, 2022, the Company recorded $758,333 in amortization expense.
On December 31, 2022, the Company, based on its internal analysis, estimated that its Stage It subsidiary would not achieve its Earnout and that all of the goodwill and intangible assets relating to the acquisition of Stage It ~~is incomplete. Management is performing~~was fully impaired. As a ~~valuation study to calculate~~result, the ~~fair value~~Company recorded an impairment of goodwill and intangible assets charge net of the ~~acquired intangible assets, which it plans to complete within~~earnout reversal of $4,262,683 on its Statements of Operations for the ~~one-year measurement period.~~year ended December 31, 2022.

12The amount of $4,262,683 was calculated as follows:

Schedule of net impairment
Goodwill impairment $ 10,400,000
Intangible assets impairment 1,542,847
Reversal of Earnout liability (7,679,984 )
Net impairment $ 4,262,863

NOTE 7 – ~~INTANGIBLE ASSETS~~DEFERRED REVENUE

As of ~~September 30,~~March 31, 2023 and December 31, 2022, deferred revenue amounted to $872,990 and $862,597, respectively. As of March 31, 2023, deferred revenue was comprised of two amounts, $74,225 at VNUE related to the ~~balance of intangible assets~~Matchbox Twenty Tour with Rob Thomas that was cancelled due to Covid-19, and $~~2,058,333~~798,765~~. During~~ in unredeemed notes at Stage It that have been purchased by customers but not used toward any events. When these notes are redeemed, on average, the ~~year the three-month period ended September 30, 2022,~~performing artists will receive 80%, and the Company ~~recorded $541,577~~ in amortization expense. As discussed in Note 6, the intangible assets have been valued based on provisional estimates of fair value and are subject to change as the Company completes its valuation assessment by the completionwill record 20% of the ~~one-year measurement period. Remaining amortization~~value of these notes as ~~of September 30, 2022 for the following fiscal years is: 2022 - $216,668; 2023 - $866,666; and 2024 - $866,666, 2025 -$108,333~~.revenue.
NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability.

The following table sets forth the components of the Company’s accrued liabilities on ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021:~~2022:

Schedule of accrued liabilities

September 30,
2022

December 31,
2021

Accounts payable and accrued expense $ 2,417,266 $ 588,275
Accrued interest 292,790 189,527
Soundstr Obligation 145,529 145,259
Total accounts payable and accrued liabilities $ 2,855,585 $ 923,061
~~NOTE 9 –~~ ~~PURCHASE LIABILITY~~
~~The balance of the company’s Purchase Liability at September 30, 2022, and December 31, 2021 was $7,979,984~~ ~~and $300,000, respectively.~~
~~Under the terms of the business acquisition of Stage It described in Note 6, during the three months ended September 30, 2022 the Company had a contingent Earnout Liability of $7,679,984~~ ~~due to the shareholders of Stage It if Stage It operations achieve certain operating milestones. This liability will be subject to quarterly analysis.~~
On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic. The purchase price for the acquisition was comprised of $~~50,000~~ ~~paid in cash, and a purchase liability of $300,000~~.
The purchase liability was payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign, and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration. The Company has had no correspondence regarding this liability with Pledge Music who declared bankruptcy in 2019.
Schedule of accrued liabilities

March 31,
2023

December 31,
2022

Accounts payable and accrued expense $ 2,435,129 $ 2,389,231
Accrued interest 306,178 282,612
Soundstr Obligation 145,259 145,259
Total accounts payable and accrued liabilities $ 2,886,566 $ 2,817,102
NOTE 109 – SHARES TO BE ISSUED

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022, the balances of shares to be issued were $~~1,020,571~~975,174 and $~~247,707~~975,174., respectively. The balance as of ~~September 30, 2022~~March 31, 2023 is comprised of the ~~following~~following:

● As of December 31, ~~2021~~2022, the Company had not yet issued 5,204,352 shares of common stock with a value of $247,707 for past services provided and for an acquisition in previous years.
● During the ~~nine months~~year ended ~~September 30,~~December 31, 2022, pursuant to the acquisition of Stage It described throughout this Report, an additional ~~76,521,235~~72,026,422 shares remain issuable to Stage It shareholders valued at $~~772,864~~727,647.
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NOTE 1110 – NOTES PAYABLE

The balance of the Notes Payable outstanding as of ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, was $~~1,143,262~~ 1,159,262and $~~869,157~~1,134,262, respectively. The balances as of ~~December~~March 31, ~~2021~~2023, were comprised of ~~two~~numerous 8% notes ~~amounting to $12,000~~ ~~and an~~ 8~~% note~~ for $~~857,157~~ 885,157due to Ylimit, payable on September 30, ~~2022.~~ 2023, and $274,104~~On September 24, 2022 the maturity date of this Note was extended~~ in notes due to ~~September 30, 2023 on the same terms and conditions.~~
~~The two notes for $12,000 are past due an continue to accrue interest.~~former Stage It shareholders.

~~During the nine months ended September 30, 2022, the Company added $273,385~~ ~~in note liabilities pursuant to the Stage It acquisition. These notes currently are not accruing interest.~~
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NOTE 1211 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consist of the following:

Schedule of Convertible notes payable
Schedule of convertible notes payable
September 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Various Convertible Notes(a) $ 43,500 43,500 $ 131,703 131,703
Golock Capital, LLC Convertible Notes ~~(a)~~(b) 339,011 339,011 339,011 339,011
Other Convertible Notes (b) 88,203 253,203
Total Convertible Notes $ 470,714

635,714 $ 470,714 470,714

(a)
This total is comprised of six convertible notes with five different noteholders. With the exception of one note for $28,500 due to a former related party which is interest free, all of the remaining notes at a 10% interest rate are past due their maturity. The Company has not received any default notices on these notes and continues to accrue interest on these notes. Additionally, $73,204 of these notes due to DBW Investments is in dispute.
~~(a)~~(b) On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“~~Lender”~~Golock”) in the principal amount of $40,000 with an interest rate atof 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for ~~the Lender~~Golock to enter into this agreement with the Company, the Company issued warrants to ~~the Lender~~Golock to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that ~~the Lender~~Golock requests conversion. This feature gave rise to a derivative liability of $553,000 at the date of issuance, as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to the principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018.
On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months, exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that ~~the Lender~~Golock requested conversion. During the year ending December 31, 2019, the Company issued new notes payable of $53,331, and $23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019 was $339,010. As of December 31, 2019, $285,679 of these notes were past due. As of ~~September 30, 2022~~March 31, 2023, all of the Golock notes amounting to $339,011 were past due.

As a result, Golock has assessed the Company additional penalties and interest of $1,172,782. The Company disagrees with the accrued interest and penalties due to Golock. Initially, the Company recorded this amount as a liability on its balance during the period ended 2021. ~~Subsequent~~Subsequently, during the ~~three month~~three-month period ended September 30, 2021, the Company obtained a legal opinion supporting its position that these charges were egregious and reversed the liability on its balance ~~sheet~~sheet. The Company intends to litigate this amount as well as the validity of the principal and interest outstanding if a settlement on a vastly reduced amount cannot be reached.
~~(b)~~ ~~During the year ended December 31, 2021, GHS Investments funded an~~ 8%~~, $165,000~~ ~~convertible promissory note maturing on~~ ~~November 16, 2021. This note was converted to equity during the three months ended June 30, 2022. As of September 30, 2022, $73,204~~ ~~of these notes due to one lender are past due. This lender is associated with Golock and the Company is disputing the validity of this note.~~
14

~~Summary~~
The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Consolidated Statement of Operations.
NOTE 1312 – STOCKHOLDERS’ DEFICIT

Common stock

The Company has authorized ~~2,000,000,000~~4,000,000,000 shares of $0.0001 par value common stock. As of ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, there were ~~1,525,709,549~~1,783,508,869 and ~~1,411,799,497~~1,676,014,753 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2023, the Company sold 107,494,116 common shares pursuant to the terms of its equity line and raised $258,597 in proceeds.

Preferred Stock Series A

On July 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which 5,000,000 were designated as Series A Convertible Preferred Stock.

As of ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,250,579 shares of Series A Preferred Stock issued and outstanding.

On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

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

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

As of ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, there were 4,250,579 shares of Series A Preferred issued and outstanding.

Preferred Stock Series B (Update)

On January 3, 2022, the Company authorized and designated a class of ~~1,600~~2,500 shares, par value $0.0001, of Series B Convertible Preferred Stock (“Series B Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series 5 Designation”).

15
During the three months ended March 31, ~~2022~~2023, the Company issued ~~1,535 restricted~~117 Preferred B shares to GHS. These share shares were valued as follows:
● 6 shares were considered financing fees valued at $6,000
● 111 shares were used to raise 111,000 in cash
As of March 31, 2023, there were 2,422 Preferred B shares outstanding.
14
Warrants
In connection with the issuance of Series B Preferred Stock to ~~GHS Investments (“GHS”)~~the Company described in ~~return for~~Note 14, the Company issued 279,655,690 warrants, with a five-year life, at an average strike price of $~~1,500,000~~0.0788 ~~(less $130,000 in fees) in financing provided to the Company.~~.

~~Pursuant~~A summary of warrants is as follows:
Schedule of warrants
Number of
Warrants Weighted
Average Exercise
Balance outstanding, December 31, 2020 23,805,027
Warrants expired or forfeited (8,004,708 ) -
Balance outstanding and exercisable, December 31, 2021 15,800,319 $ 0.00475
Warrants exercised or forfeited (15,800,319 )
Warrants granted during the year ended December 31, 2022 279,655,690 $ 0.00788 ^(a)
Balance outstanding and exercisable, December 31, 2022 279,655,690
Warrants exercised or forfeited -
Warrants granted during the three months ended March 31, 2023 55,785,127
Balance outstanding and exercisable, March 31, 2023 335,440,817
(a) The strike price is subject to adjustment based on the market price of the Company’s stock price.
Information relating to ~~the Series B Designation, each share of Series B Preferred Stock may be converted into $1,200~~ ~~of common stock of the Company. In connection with the issuance of the Series B Preferred Stock, the Company recorded $42,000~~ ~~in financing fees and a $300,000~~ ~~expense for the beneficial conversion feature of Series B Preferred stock.~~outstanding warrants on March 31, 2023, summarized by exercise price, is as follows:

~~During~~The weighted-average remaining contractual life of all warrants outstanding and exercisable on March 31, 2023 is approximately 4.26 years. As of March 31, 2023, there were 58,013,989 warrants “in the ~~three months ended June 30, 2022 the Company issued~~money” at an ~~additional~~ ~~556~~ ~~Series B Preferred Shares.~~ ~~280~~ ~~of these shares were issued for gross cash proceeds~~average price of $~~280,000~~0.00279 with an intrinsic value of approximately $93,000.10 ~~of these shares were issued as a commitment fee, and~~ ~~266~~ ~~of these shares were issued to retire debt. In connection with these issuances the Company recorded $12,000~~ ~~in financing fees, a beneficial conversion feature of $87,000~~ ~~and a loss of $154,200~~ ~~on the retirement of debt.~~
~~During the three months ended September 30, 2022 the Company issued an additional~~ ~~176~~ ~~Series B Preferred Shares.~~ ~~164~~ ~~of these shares were issued for gross cash proceeds of $151,600~~ ~~shares.~~ 12 ~~of these shares were issued as a commitment feet. In connection with these issuances the Company recorded $14,400~~ ~~in financing fees and a beneficial conversion feature of $45,200. Though the nine months ended September 30, 2022 the Company has accrued $145,103~~ ~~in dividends on these Series B Preferred Issuances.~~
~~As of September 30, 2022, and December 31, 2021, there were~~ ~~2,267~~ ~~and -~~0~~- shares of Series B Preferred outstanding, respectively.~~

Preferred Stock Series C

On May 25, 2022, the Company authorized and designated a class of 10,000 shares of Series C Preferred Stock, par value $0.0001. The holders of the Series C Preferred Stock shall have the right to cast one million (1,000,000) votes for each share held of record on all matters submitted to a vote of holders of the Company’s common stock. On the same date, the Company issued to each of Zach Bair, ~~CEO~~Chief Executive Officer & Chairman, Anthony Cardenas, ~~CCO~~Chief Financial Officer and Director, and Lou Mann, ~~EVP~~Executive Vice President and Director, 1,000 shares of this newly created Series C Preferred Stock for services rendered. These share which represented 3,000,000,000 (billion) votes, was ~~value~~valued at the trading price of the Company’s securities of $0.0051 on the date of Board of Director approval. As a result, the Company recorded a non-cash charge of $15,300,000 on its Statement of Operation for the three months ended June 30, 2022.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 3,000 ~~and -~~0- shares of Series C Preferred Stock outstanding.
~~Warrants~~
~~In connection with the issuance of Series B Preferred Stock to the Company described in Note 14, the Company issued~~ ~~264,550,794~~ ~~warrants, with a five year life, at an average strike price of $0.0788~~
~~A summary of warrants is as follows:~~
Schedule of warrants
Number of
Warrants Weighted
Average Exercise
Balance outstanding, December 31, 2020 23,805,027
Warrants expired or forfeited (8,004,708 ) -
Balance outstanding and exercisable, December 31, 2021 15,800,319 $ 0.00475
Warrants exercised or forfeited (15,800,319 )
Warrants granted during the nine months ended September 30, 2022 $ 0.00788 ^(a)
Balance outstanding and exercisable, September 30, 2022 264,550,794
~~(a)~~ ~~The strike price is subject to adjustment based on the market price of the company’s stock price~~
~~Information relating to outstanding warrants on September 30, 2022, summarized by exercise price, is as follows:~~
~~The weighted-average remaining contractual life of all warrants outstanding and exercisable on September 30, 2022 is approximately~~ ~~4.76~~ ~~years. The outstanding and exercisable warrants outstanding on September 30, 2022, had~~ no ~~intrinsic value.~~

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NOTE 1413 – COMMITMENT AND CONTINGENCIES

Litigation

Legal Matters

~~DBW Investments, LLC et al~~
~~As disclosed in greater detail in~~In the ~~Company’s Form 10-Q, filed May 23, 2022, the Company remains in active litigation with DBW Investments, LLC (“DBW”) and Golock Capital, LLC (“Golock”). The remainder~~matter of ~~this disclosure will address all material updates since the aforementioned Form 10-Q.~~
VNUE, Inc. v. Power Up Lending Group, Ltd. On ~~May~~October 6, 2022, the Company filed a motion for leave to amend its answer, affirmative defenses, and counterclaims. As of the date hereof, the Company’s motion is fully submitted to the Court, but no decision has been made.
~~On August 17, 2022, the Company was informed that the case was reassigned from Judge Vernon S. Broderick to Judge Denise L. Cote.~~
~~The Company remains committed to vigorously defending itself against DBW and Golock~~
~~LG Capital, LLC et al~~
~~On June 15, 2022,~~2021, the Company commenced an action against ~~LG Capital, LLC~~Power Up Lending Group, Ltd. (“~~LG Capital”~~Power Up”)~~, Joseph Lerman (“Lerman”), Boruch Greenberg (“Greenberg”),~~ and ~~Daniel Gellman~~Curt Kramer (“~~Gellman”~~Kramer”) ~~(LG, Lerman, Greenberg,~~(Power Up and ~~Gellman,~~Kramer together, the ~~“LG Defendants”~~“Power Up Parties”) in the ~~U.S.~~United States District Court for the Eastern District of New York.
The ~~Company’s~~ complaint alleges that: ~~(i) LG~~(1) Power Up is an unregistered dealer acting in ~~contravention~~violation of ~~federal~~Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, pursuant to Section 29(b) of the Act, the Company is entitled to recessionary relief from certain convertible promissory notes (“Notes”) and securities ~~laws~~purchase agreements (“SPAs”) entered into by the Company and Power Up; (2) Kramer is liable to the Company as the control person of Power Up pursuant to Section 20(a) of the Act; and (3) Power Up is liable to the Company for unjust enrichment arising from the Notes and SPAs.
On December 10, 2021, the Power Up Parties filed their pre-motion conference request letter with the Court regarding their forthcoming motion to dismiss the Company’s complaint. On December 17, 2021, the Company filed its opposition thereto. On January 26, 2022, the Company filed its amended complaint, which asserted the same causes of action set forth in the initial complaint, and further alleged that Power Up made material misstatements in connection with the purchase and sale of the Company’s securities in violation of Section 10(b) of the Act and, thus, the Company is entitled to ~~rescission—~~recessionary relief from the Notes and SPAs pursuant to Section 29(b) of the Securities Exchange Act of 1934—of all unlawful securities transactions by and between the Company and LG, including the Convertible Promissory Note, dated October 23, 2018 (the “Note”), the Securities Purchase Agreement, dated October 23, 2018 (“SPA”), and all conversions made pursuant to the Note (“Conversions”); (ii) Lerman, Greenberg, and Gellman are liable to the Company as control persons of LG Capital for its violations of federal securities laws; (iii) LG Capital is a RICO enterprise, that Lerman, Greenberg, and Gellman are RICO culpable persons who controlled LG Capital, and the LG Defendants violated RICO by engaging in unlawful debt collection through the Note and Conversions; (iv) Lerman, Greenberg, and Gellman conspired to violate RICO through unlawful debt collection; (v) the LG Defendants have been unjustly enriched at the expense of the Company through the Note, SPA, and Conversions; and (vi) a constructive trust be imposed against the LG Defendants.Act.

On February 9, 2022, the Court ordered an initial conference. The ~~LG Defendants are obligated~~initial conference is currently scheduled for May 16, 2022, at 12:00 p.m. (EST). As of the date hereof, the Company intends to ~~answer or otherwise respond to~~litigate its claims for relief against the ~~Company’s complaint on or before August 30, 2022.~~Power Up Parties.

On June 7, 2022, the Company filed a voluntary dismissal of the action because the parties reached a confidential settlement.
Golock Capital, LLC and DBW Investments, LLC v. VNUE, Inc. On September 29, 2021, Golock Capital, LLC (“Golock”) and DBW Investments, LLC (“DBW”) (Golock and DBW together, the “Golock Plaintiffs”) commenced an action against the Company in the United States District Court for the Southern District of New York. The Golock Plaintiffs’ complaint alleges that the Company is in breach of certain convertible promissory notes and securities purchase agreements separately entered into with Golock and DBW and seeks declaratory judgment, injunctive relief, and specific performance against the Company.
On December 2, 2021, the Golock Plaintiffs filed their amended complaint, which asserted the same causes of action set forth in the initial complaint and an additional cause of action for unjust enrichment. On January 19, 2022, the Company filed its answer with affirmative defenses to the amended complaint. As to its affirmative defenses, the Company asserted that the Golock Plaintiff’s claims are barred because: (1) the Golock Plaintiffs are unregistered dealers acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”), and, pursuant to Section 29(b) of the Act, that the Company is entitled to recessionary relief from the certain convertible promissory notes and securities purchase agreements at issue in the amended complaint; and (2) that the convertible promissory notes are, in fact, criminally usurious loans that impose interest onto the Company at a rate that violates New York Penal Law § 190.40 and, therefore, the subject convertible notes are void ab initio pursuant to New York’s usury laws.
On January 20, 2022, the Court ordered that the parties submit a joint letter in lieu of a pretrial conference on or before February 3, 2022. As of the date hereof, the Company intends to vigorously defend itself against the Golock Plaintiff’s claims.
On September 1, 2022, the Company filed an amended answer with counterclaims against the Golock Plaintiffs and their control persons asserting claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and the Act. On September 23, the Golock Plaintiffs filed a motion to dismiss the counterclaims.
On February 14, 2023, the Court granted the motion to dismiss and also dismissed all claims against the Golock Plaintiff’s control persons. The Company remains committed to ~~vigorously asserting~~actively litigating its ~~legal claims against~~affirmative defenses under the ~~LG Defendants.~~Act of and RICO.

17

NOTE 1514 – SUBSEQUENT EVENTS

Subsequent to ~~September 30. 2022~~March 31, 2023, the Company ~~raise $~~sold ~~166,341~~ ~~in gross proceed proceeds from the sale of~~ 36 ~~Preferred B shares and from the private placement of~~ ~~75,193,682~~70,757,457 common shares pursuant to ~~the terms of~~ its equity ~~line. Additionally~~line of credit with GHS and raised approximately $198,000 in ~~connection with the issuance of the 36 Preferred B shares the Company also issued~~ ~~15,104,986~~ ~~warrants at a strike price of $0.00286~~ ~~per share.~~gross proceeds.

On October 12, 2022 the Company entered into a joint venture agreement with Kokku Games Ltda., South America’s largest gaming and entertainment co-development firm to provide entertainers and their team tools and services needed to streamline, production, management and promotion.

1817

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The statements in this quarterly report that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also, look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business. Some forward-looking statements that we may use include, without limitation, those statements that relate to:

● Competition and market acceptance of our product,

● Other risks and uncertainties related to the music industry and our business strategy and the impact of the Covid-19 pandemic on our operations,

● Our ability to penetrate the market and continually innovate useful technologies,

● Our ability to negotiate and enter into license agreements,

● Our ability to raise capital, and

● Our ability to protect our intellectual property rights.
You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the United States Securities and Exchange Commission (“SEC”). We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

Presentation of Information

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

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

Overview

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

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

Covid-19 has had a material adverse effect on our live recording business and the music industry in general. Substantially all of our future set.fm and DiscLive business is dependent on the success of public events and gatherings. We believe that the vaccination efforts throughout the world are having a positive impact on the population that may enable more live music events to be held in the future, which would be beneficial to our ~~business,~~business; however, there can be no assurances on the timing of when this may occur or whether it will occur at all.

1918

Overview

Our Business

We are a music technology company that utilizes our platforms to record live concerts and then sell the content to consumers. We make the content we record available to the set.fm platform, as well as our website, immediately after the show is finished. Our technology helps artists and record labels generate alternative income from the recorded content. We also offer ~~high end~~high-end collectible products such as CDs, USB drives and laminates, which feature our fully mixed and mastered live concert content.

Until the acquisition of Stage It, described below, we had two products:

● Set.fm™ / DiscLive Network™ - Our consumer app platform allows customers to download and purchase, via their individual mobile device, the concert they just attended. There are also physical collectible products ~~which~~that are recorded and sold at shows as well as online through the Company’s exclusive partner DiscLive Network™. The app itself is free to download and allows for ~~in app~~in-app purchases regarding the content. (Currently, this is the only platform that generates any revenue for the Company.)
● Soundstr™ - a comprehensive music identification and rights management Cloud platform that we are developing, when fully deployed, can accurately track and audit public performances of music, creating a more transparent ecosystem for general music licensing and associated royalty payments, which will help ensure the correct stakeholders are compensated through the use of our “big data” collection.
While Set.fm™ and Soundstr™ are proprietary marks of the Company, DiscLive, and its related marks and names are not owned by the Company and are owned and utilized by RockHouse Live Media Productions, Inc. The Company has not filed any formal trademark applications relating to Set.fm™ with the United States US Patent and Trademark Office but has been using these marks openly since 2017 and claims common law rights to them.

The Company currently only generates revenue from Set.fm and from DiscLive by (a) recording the audio of live concerts and then selling the content “instantly” through its set.fm website, as well as the IOS Set.fm mobile application, and (b) selling content on physical products such as CDs, which are burned on-site where customers can purchase them. Our customers are fans of live music and the bands which we record.

Customers want to “take home” their experience of the concerts they attend. Our Company enters into ~~agreement~~agreements with certain bands and artists and record labels if a particular artist is under contract with the label. Our teams then follow that artist or band while they are on tour and record every show on that tour. Our Company uses its own recording and sound equipment while recording concerts.

As we partner with both artists and labels, we market our services on their websites, ~~their~~ social media platforms, ~~their~~and mailing lists, as well as our own websites and social networks. Furthermore, partnerships with companies similar to Ticketmaster allow us to market to customers when they buy tickets to see certain artists in concert.

On February 13, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the stockholders’ representative for Stage It, pursuant to which the Company agreed to acquire Stage It for $10 million (the “Merger Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly owned subsidiary of the Company (the “Merger”).

Pursuant to the Merger Agreement, each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate to the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back for the purposes of satisfying certain contingent obligations of Stage It. Though the period ended March 31,~~, 2022~~ 2023, the Company has paid approximately $1,568,000 in purchase consideration and expenses related to the acquisition.

2019

The Merger Agreement also allows for the issuance of earn out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months.

On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company will issue the initial 135,000,000 shares and pay certain amounts as detailed under Merger Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are set forth in the Merger Agreement.

With the addition of Stage It (Stage It.com), VNUE will have the ability to livestream concerts and other events, adding to the pool of other live ~~music focused~~music-focused technology services. Stage It is an established platform where concerts or other live events may be ticketed (just like an in-person event), and fans who pay for tickets may enjoy a performance or other engagement by watching digital video as it occurs on their web browser. For example, an artist can create an event through the platform, ~~and~~ then, in advance, let their fans know they can purchase the ability to view the concerts on the Stage It platform. Fans then buy the ability to access these concerts, and at the designated time, the fan may then observe the live performance on Stage It.com.

Recent Developments

In late July, we announced that the Company is launching an aggressive campaign to deploy its Soundstr Music Recognition Technology in every bar, restaurant and hotel in Key West, FL, and has brought on local resources to have “boots on the ground” for the rollout.

Key West is one of the most sought-after vacation spots in the world, attracting around five million tourists per year by planes, boats (including cruise ships), and automobiles. It also boasts a large number of businesses that utilize music. In fact, the famed Duval Street is lined with no less than 143 bars – in less than two miles.

Interested businesses may receive the Soundstr Pulse devices for no cost whatsoever. Additionally, in the next several months, VNUE will be offering both playlist functionality – meaning clients will be able to play ~~fully licensed~~fully-licensed music directly from Soundstr – as well as the ability to opt-in for advertising, which will help to offset licensing costs that businesses pay. One of the strongest points about Soundstr Pulse is that it does have ~~high quality~~high-quality audio output capabilities (for use with advertising and for playlists), as well as Bluetooth beacon technology that will be leveraged for non-invasive advertising.

Also, in late July, we announced the Company is partnering with Key West’s Barefoot Radio 104.9 and RockHouse Live Key West in collaboration on a new music show centered around local artists and those artists who pass through the exotic and beautiful island on tour.

Live and Local at RockHouse Live Key West™ will air every Thursday night, starting September 1, 2022, from ~~8PM~~8 PM to ~~10PM,~~10 PM, 100% live from RockHouse Live Key West’s exclusive Rock Room.

In addition to being carried on terrestrial radio by Barefoot 104.9, the show will also air on VNUE’s online and app-based radio station, VNUE Radio, and it will be professionally livestreamed on VNUE’s StageIt.com platform, both of which reach a global audience, and the latter with over a million subscribers. And it will also air on select screens at each of the other RockHouse Live locations in Clearwater Beach, Oxford, MS, and Memphis, TN.

Two musical artists, which will range from solo artists to full bands, will be featured every week, and will each be interviewed on-site in the RockHouse Live Rock Room, in front of a live audience. Each artist will also take the stage, and during their performance, the radio station will play recordings by each of the featured artists, as well as other local artists who have submitted material for consideration.

Results of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~

The following discussion and analysis of our results of operations and financial condition for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, and 2022, ~~and 2021,~~ should be read in conjunction with our ~~condensed~~ consolidated financial statements and related notes included in this report.

2120

Revenues

For the three months ended ~~September 30, 2022~~March 31, 2023, we had revenue of ~~$99,181~~$88,780, compared to ~~$2,714~~$41,670 in revenue for the same period ended ~~September 30, 2021,~~March 31, 2022, an increase of ~~$96,467. In the nine months ended September 30, 2022, we had revenue of $233,871 compared to $9,295 for the nine months ended September 30, 2021, representing an increase of $224,576.~~$47,075. The increase in revenue ~~in both~~for the ~~three and nine month~~ period is attributable to the inclusion of Stage It revenues induring the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023, compared to ~~zero~~one and one-half months during the same ~~periods~~period ended ~~September 30, 2021.~~December 31, 2022.

We expect that our revenues will increase in future quarters as a result of the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for live ~~performances,~~performances; however, there can be no assurances.

Direct Costs of Revenues

InFor the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we had direct costs of revenue of ~~$224,786~~$48,202, compared to ~~$5,446~~$40,513 for the ~~nine months~~same period ended ~~September 30, 2021,~~March 31, 2022, representing an increase of ~~$219,340. For the three months compared for each year, it represented an increase of $66,679.~~$7,689.

The increase in costs is attributable to Stage It. We expect to generate positive gross margins from higher sales volumes in the future, although there can be no assurances.

Operating Expenses

We incurred operating expenses in the amount of ~~$17,014,634~~$352,694 for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, as compared with ~~$614,976~~$645,039 for the same period ended ~~September 30, 2021, primarily as~~March 31, 2022, a ~~result~~decrease of $292,345. The decrease in the 2023 period compared to 2022 is attributable to a ~~non-cash charge~~decrease of ~~$15,300,000 representing the fair market value~~$231,178 in professional fees and a decrease of ~~the Series C Preferred Stock voting stock received as compensation~~$108,333 in amortization of intangible assets, offset by ~~our management. We do not expect to have this expense~~an increase of approximately $42,000 in ~~future quarters.~~general and administrative expenses.

~~The balance of our operating expenses for all periods consisted of the following for the nine months ended September 30, 2022 and 2021.~~
Nine Months Ended
September 30,
2022 2021
General and administrative expenses $ 171,896 $ 121,404
Payroll expenses $ 419,204 $ 205,120
Professional Fees $ 581,867 $ 288,272
Amortization of intangible assets $ 541,667 $ -
The increase of $50,492 in our general and administrative expenses for the nine months ended September 30, 2022 versus the same period ended 2021 is largely the result of the inclusion of Stage It expenses in 2022 compared to $-0- in the prior year. We expect our general and administrative expenses to increase in future quarters with our reporting obligations ~~with the SEC~~ and the increased expenses associated with increased activity with Stage It ~~operations, which is expected for the balance of the year.~~operations.
The increase of $214,84 in our payroll expenses for the nine months ended September 30, 2022 versus the same period ended 2021 is largely the result salaries, wages, benefits and other human resource related costs due to the acquisition of StageIt and the team to support additional growth.
~~We expect that our payroll will increase in future quarters as we take on more operations that require most human resources.~~
The increase of $293,595 in our professional fees for the nine months ended September 30, 2022 versus the same period ended 2021 is largely the result of the added cost of legal and accounting compliance in connection with the merger with StageIt and the increased costs associated with our newly acquired subsidiary.
We recorded amortization and intangible expense of $541,667 for the nine months ended September 30, 2022 with none in the same period ended September 30, 2021 as a result of the acquisition of Stage It.
22

Other Income / Expenses, Net

We recorded other ~~expense~~expenses of ~~$931,498~~$61,254 for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, compared to other ~~income~~expense of ~~$3,960,990~~$549,224 for the ~~nine months~~same period ended ~~September 30, 2021.~~March 31, 2022, a decrease of $487,970. Our other expenses in the 2022 period ~~was~~were mainly attributable to high levels of financing costs ~~and a loss on the extinguishment of debt. Our other income~~associated with debt compared to equity-based financing in the ~~2021~~2023 period, ~~was mainly attributable to~~resulting in a ~~change~~material decrease in ~~the fair market value of a derivative liability of $3,156, 582 and from other income of $1,172,782 due to the reversal of an accrued liability..~~
~~We expect to incur other expenses in future quarters as a result of~~ financing ~~transactions.~~costs.

Net Income (Loss)

As a result of the foregoing, we recorded a net loss available to common shareholders of ~~$18,082,151~~$439,000 for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, compared with a net ~~income~~loss available to common shareholders of ~~$3,350,043~~$1,193,106 for the ~~nine months~~same period ended ~~September 30, 2021.~~March 31, 2022.

Liquidity and Capital Resources

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

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company used cash in operations of ~~$557,538,~~$412,213 and, as of ~~September 30, 2022,~~March 31, 2023, had a stockholders’ deficit of ~~$31,243,437~~$37,247,403 and negative working capital of ~~$ 14,433,505.~~$6,524,049. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On ~~September 30, 2022,~~March 31, 2023, the Company had cash on hand of ~~$112,193,~~$82,807, as compared with cash on hand of $36,958 as of December 31, ~~2021.~~2022.

21
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes.

More recently, the Company has been relying on issuances of its preferred stock and its equity line of credit with GHS Investments, LLC (“GHS”), described below, to fund its operations. All other financial commitments have been terminated, and we are looking for new opportunities to fund the Company to supplement our preferred stock and credit line funding. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

On January 3, 2022, the Company authorized and designated a class of 1,600 shares, par value $0.0001 of Series B Convertible Preferred Stock (“Series B Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series 5 Designation”).
During the three months ended March 31, ~~2022 the Company issued 1,535 restricted shares of Series B Preferred Stock to GHS Investments (“GHS”) in return for $1,500,000 (less $130,000 in fees) in financing provided to the Company.~~
Pursuant to the Series B Designation, each share of Series B Preferred Stock may be converted into $1,200 of common stock of the Company. In connection with the issuance of the Series B Preferred Stock, the Company recorded $42,000 in financing fees and a $300,000 expense for the beneficial conversion feature of Series B Preferred stock.
23
During the three months ended June 30, 2022 the Company issued an additional 556 Series B Preferred Shares. 280 of these shares were issued for gross cash proceeds of $280,000. 10 of these shares were issued as a commitment fee, and 266 of these shares were issued to retire debt. In connection with these issuances the Company recorded $12,000 in financing fees, a beneficial conversion feature of $87,000 and a loss of $154,200 on the retirement of debt.
During the three months ended September 30, 2022 the Company issued an additional 176 Series B Preferred Shares. 164 of these shares were issued for gross cash proceeds of $151,600 shares. 12 of these shares were issued as a commitment feet. In connection with these issuances the Company recorded $14,400 in financing fees and a beneficial conversion feature of $45,200. Though the nine months ended September 30, 2022 the Company has accrued $145,103 in dividends on these Series B Preferred Issuances.
~~There can be no assurances that GHS will continue to purchase Series B Preferred Shares~~
On August 8, 2022, we filed an amendment to our Articles of Incorporation to increase our authorized shares of common stock from 2,000,000,000 to 4,000,000,000 shares with par value remaining at $0.0001 per share. There was no change to the number of our authorized preferred stock.
We filed the amendment, after approval of our board and shareholders, to reserve sufficient shares of our common stock for issuance upon conversion or exercise of our outstanding debt and equity securities and to provide us with greater flexibility for future financings and potential acquisitions. As a result of the amendment, we are now able to supply shares of common stock to update our reserve commitments and we are now able to utilize the equity line that we recently entered into with GHS.
Also on June 6, 2022, the Company entered into an Equity Financing Agreement (“Financing Agreement”) and Registration Rights Agreement (“Registration Agreement”) with GHS. Under the terms of the Financing Agreement, GHS agreed to provide the Company with up to $10,000,000 upon effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission.
Following effectiveness of the registration statement, the Company shall have the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, in an amount equaling less than ten thousand dollars ($10,000) or greater than five hundred thousand dollars ($500,000). Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Financing Agreement). Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the Purchase price shall mean ninety percent (90%) of the Market Price, subject to a floor of $.0001 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $10,000,000 worth of common stock under the terms of the Equity Financing Agreement.
Additionally, concurrently with the execution of definitive agreements, the Company has issued to GHS 29,069,768 commitment shares that were not issued prior by the Company, but have now been issued that the amendment to increase the Company’s authorized common stock has been filed.
The Registration Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the registration rights Agreement; and (ii) have the registration statement declared effective by the Commission within 30 days after the date the registration statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed.
~~The Company has filed the registration statement as required by the Registration Agreement.~~
~~During the three months ended September 30, 2022,~~2023, the Company utilized its equity line of credit and received ~~$124,259~~$258,597 in gross proceeds from the issuance of ~~49,451,287~~107,494,116 shares of common stock. The Company intends to continue to use its credit line to fund its operations, although there can be no assurance that there will be sufficient availability under the terms of the Equity Financing ~~Agreement~~Agreement.

Additionally, the Company issued 117 shares of Preferred B stock to GHS and received $111,000 in gross proceeds.
The Company is currently looking for other opportunities to fund the Company to supplement its credit line. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
24

Critical Accounting Policies and Estimates

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

While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations. (See Note 1 - Significant and Critical Accounting Policies and Practices in the Company’s Form 10-K for the period ended December 31, ~~2021~~2022, filed with the SEC on April ~~15, 2022.~~17, 2023.)

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used to determine the value of the derivative liabilities, the valuation allowance for the deferred tax asset, and the accruals for potential liabilities.

22
Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB, where the value of the award is measured on the date of grant and recognized as compensation expense on ~~the~~a straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB, where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then-current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

25
Recent Accounting Pronouncements

See Note 2 of the Condensed Consolidated Financial Statement herein for management’s discussion of recent accounting pronouncements.

Selected Financial Data

Not applicable.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Not applicable.
23

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Based on that evaluation, and the material weaknesses outlined below under Internal Control Over Financial Reporting, our principal executive officer and principal accounting officer concluded, as of the end of the period covered by this annual report, that, due to weaknesses in our internal controls described below, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the periods specified in the SEC’s rules and forms, and that such information may not be accumulated and communicated to our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosures.

b) Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2022, the Company determined that there were deficiencies that constituted material weaknesses, as described below.

1. Lack of proper segregation of duties due to limited personnel.

2. Lack of a formal review process that includes multiple levels of review.
3. Lack of adequate policies and procedures for accounting for financial transactions.

4. Lack of independent board member(s)

5. Lack of independent audit committee
Management is currently evaluating remediation plans for the above control deficiencies.

26
c) Changes in Internal Controls over Financial Reporting

During the fiscal quarter ended ~~September 30, 2022,~~March 31, 2023, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

d) Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

2724

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

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

Please see section titled “Liquidity and Capital Resources” above for unregistered sales of equity issuances.

~~In August 2022,~~During the three months ended March 31, 2023, the Company issued ~~29,069,768~~107,494,116 shares of common stock to GHS Investments, LLC under ~~the Financing Agreement as commitment shares.~~its equity line.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended ~~September 30, 2022.~~March 31, 2023.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

There is no other information required to be disclosed under this item ~~which~~that was not previously ~~disclosed.~~disclosed

2825

ITEM 6. ~~EXHIBITS~~Exhibits

Exhibits

Exhibit
Number
Description of ~~Exhibits~~Document
31.1* Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1* Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
~~10.15~~ ~~Agreement between Kokku Games, Ltda and VNUE Inc. dated October 12, 2022~~
101.INS* ~~Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).~~
101.SCH* ~~Inline XBRL Taxonomy Extension Schema Document.~~
101.CAL* ~~Inline XBRL Taxonomy Extension Calculation Linkbase Document.~~
101.DEF* ~~Inline XBRL Taxonomy Extension Definition Linkbase Document.~~
101.LAB* ~~Inline XBRL Taxonomy Extension Labels Linkbase Document.~~
101.PRE* ~~Inline XBRL Taxonomy Extension Presentation Linkbase Document.~~
~~104~~ ~~Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).~~

* Filed herein
29

SIGNATURES

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

Registrant: VNUE, INC
Date: May 19, 2023
~~Registrant~~ ~~VNUE, Inc.~~
~~Date: November 17, 2022~~ By: /s/ Zach Bair

Zach Bair

Chief ~~Executive Officer~~
~~(Principal~~ Executive Officer and Principal Accounting ~~Officer)~~Officer
3027


	For the three months ended
	March 31,
	2023			2022
Revenues - related party	$	3,875		$	5,049
Revenue, net		84,870			36,621
Total revenue		88,745			41,670
Direct costs of revenue		48,202			40,513
Gross profit		40,543			1,157
Operating expenses:
General and administrative expense		104,817			63,202
Payroll expenses		127,101			121,551
Professional fees		120,775			351,953
Amortization of intangible assets		-			108,333
Total operating expenses		352,693			645,039
Operating loss		(312,150	)		(643,882	)
Other income (expense), net
Financing costs		(61,254	)		(549,224	)
Other income (expense), net		(61,254	)		(549,224	)
Net loss	$	(373,404	)	$	(1,193,106	)
Preferred B Stock dividends		(65,596	)		-
Net loss available to common shareholders	$	(439,000	)	$	(1,193,106	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		1,714,131,603			1,415,312,830


													Par value $0.0001				Additional
	Preferred A Shares				Preferred B Shares				Preferred C Shares				Common Shares				Paid- in		Accumulated
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2021		4,250,579	$	425		-	$	-		-	$	-		1,411,799,497	$	141,177	$	10,900,652	$	(13,835,294	)	$	(2,793,040	)

Issuance of Preferred B shares						1,500												1,500,000					1,500,000

Financing fee paid in Pref B shares						35												42,000					42,000

Beneficial conversion feature of Pref B shares convertible notes																		300,000					300,000

Shres issued for services														6,000,000		600		56,200					56,800

Shares issued upon conversion of convertible notes payable														41,476,963		4,148		414,770					418,918

Net loss				-								-								(1,193,106	)		(1,193,106	)

Balance, March 31, 2022		4,250,579	$	425		1,535	$	-		-	$	-		1,459,276,460	$	145,925	$	13,213,622	$	(15,028,400	)	$	(1,668,428	)


	For the three months						For the nine months
	September 30,						September 30,
	2022			2021			2022			2021
Revenues - related party	$	3,090		$	2,714		$	9,579		$	9,295
Revenue, net		96,090			-			224,292			-
Total revenue		99,181			2,714			233,871			9,295
Direct costs of revenue		72,059			5,380			224,786			5,446
Gross margin (loss)		27,121			(2,666	)		9,085			3,849
Operating expenses:
Stock based compensation -related party		-			-			15,300,000			-
General and administrative expense		51,586			90,051			171,896			121,404
Payroll expenses		172,374			72,370			419,204			205,120
Professional fees		99,989			117,463			581,867			288,272
Amortization of intangible assets		216,667			-			541,667			-
Total operating expenses		540,616			279,884			17,014,634			614,796
Operating loss		(513,495	)		(282,550	)		(17,005,549	)		(610,947	)
Other income (expense), net
Change in fair value of derivative liability		-			-			-			3,156,582
Other income		-			-			-			1,172,782
Loss on the extinguishment of debt		-			-			(154,200	)		(80,227	)
Financing costs		(98,394	)		(82,611	)		(777,299	)		(288,146	)
Other income (expense), net		(98,394	)		(82,611	)		(931,498	)		3,960,990
Net income (loss)	$	(611,889	)	$	(365,161	)		(17,937,048	)	$	3,350,043
Preferred B Stock dividends		(62,119	)		-			(145,103	)		-
Net income (loss) available to common shareholders	$	(674,008	)	$	(365,161	)		(18,082,151	)	$	3,350,043

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	0.00

Weighted average common shares outstanding:
Basic and diluted		1,491,415,223			1,341,926,621			1,459,409,678			1,266,155,076


													Par value $0.001				Additional
	Preferred A Shares				Preferred B Shares				Preferred C Shares				Common Shares				Paid- in
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2020		4,126,776	$	413		-	$	-		-	$	-		1,211,495,162	$	121,149	$	8,386,593		(16,755,676	)		(8,247,521	)

Beneficial conversion feature of convertible notes																		111,765					111,765

Net income				-				-				-				-				1,991,101			1,991,101

Balance, March 31, 2021		4,126,776	$	413		-	$	-		-	$	-		1,211,495,162	$	121,149	$	8,498,358	$	(14,764,575	)	$	(6,144,656	)

Shares issued upon conversion of convertible notes payable		123,803		12										75,195,174		7,520		1,273,991					1,281,523

Net income				-				-				-				-				1,724,104			1,724,104

Balance, June 30, 2021		4,250,579	$	425		-	$	-		-	$	-		1,286,690,336	$	128,669	$	9,772,348	$	(13,040,472	)	$	(3,139,030	)

Private placement of common shares														8,606,685		8,607		776,323					784,930

Net income				-				-				-				-				(365,161	)		(365,161	)

Balance September 30, 2021		4,250,579	$	425		-	$	-		-	$	-		1,295,297,021	$	137,276	$	10,548,670	$	(13,405,634	)	$	(2,719,262	)


	For the nine months ended
	September
	2022			2021
Cash Flows From Operating Activities:
Net income (loss)	$	(17,937,048	)	$	3,350,043
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation		19,725			-
Amortization of intangible assets		541,667			-
Change in the fair value of derivatives		-			(3,156,582	)
Loss on the extinguishment of debt		154,200			80,227
Beneficial conversion feature of Preferred B stock		432,200			-
Issuance of Preferred C voting stock		15,300,000			-
Shares issued for financing costs		68,400			-
Shares issued for services		56,800			-
Amortization of debt discount		-			111,765
Changes in operating assets and liabilities
Prepaid expenses		364,336			(195,000	)
Accounts payable and accrued interest		220,455			(1,133,919	)
Deferred revenue		4,122			-
Accrued payroll officers		25,500			30,000
Net cash used in operating activities		(749,643	)		(913,466	)

Cash Flows From Investing Activities:
Purchase of fixed assets		(940	)
Acquisition of a business net of cash received		(977,761	)		-
Net cash used in investing activities		(978,701	)		-

Cash Flows From Financing Activities:
Advances from officers		-			10,000
Payments on promissory note		(255,280	)		(12,000	)
Proceeds from the private placement of common shares		124,259			784,929
Proceeds from the of Series B Preferred Stock		1,931,600			-
Proceeds from the issuance of convertible notes		3,000			334,000
Net cash provided by investing activities		1,803,579			1,116,929

Net Increase (Decrease) In Cash		75,235			203,463
Cash At The Beginning Of The Period		36,958			4,458
Cash At The End Of The Period	$	112,193		$	207,921

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash information:
Common shares issued upon conversion of debt and accrued interest	$	-		$	1,281,523
Common shares issued for the Stage It acquisition	$	590,636		$	-
Issuance of Preferred C voting shares	$	15,300,000		$	-
Preferred B shares issued upon the conversion of debt and accrued interest	$	176,410		$	-

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

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

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

Schedule of ~~Property Plant Equipment Estimated Useful Lives~~property plant equipment estimated useful lives
Computers, software, and office equipment			3 years
Furniture and fixtures			7 years

Schedule of prepaid expense
	March 31, 2023		December 31, 2022
Matchbox Twenty agreement	$	100,000	$	100,000
Deposit with joint venture partner		161,100		30,000
Total prepaid expenses	$	261,100	$	130,000

Schedule of fair value of consideration
Common stock issued, 41,476,963 shares of the Company’s restricted common stock valued at $0.0101 per share	$	418,917	$	418,917
Common stock issuable, 93,523,037 shares of the Company’s restricted common stock valued at $0.0101 per share		944,583		944,583
Net liabilities assumed		2,871,066		2,871,066
Earnout liability		7,679,984
Cash paid		1,085,450		1,085,450
Fair value of total consideration paid	$	13,000,000	$	5,320,016

Schedule of net asset acquired and liabilities assumed
Cash and cash equivalents	$	107,689	$	107,689
Property		36,882
Computer equipment				36,882
Total assets		144,571		144,571

Accounts payable and accrued liabilities		1,711,349		1,711,349
Notes payable		526,385		526,385
Deferred revenue		777,903		777,903
Total liabilities	$	3,015,637	$	3,015,637

Net liabilities assumed	$	2,871,066	$	2,871,066

Schedule of net impairment
Goodwill impairment	$	10,400,000
Intangible assets impairment		1,542,847
Reversal of Earnout liability		(7,679,984	)
Net impairment	$	4,262,863

Schedule of accrued liabilities
	September 30, 2022		December 31, 2021
Accounts payable and accrued expense	$	2,417,266	$	588,275
Accrued interest		292,790		189,527
Soundstr Obligation		145,529		145,259
Total accounts payable and accrued liabilities	$	2,855,585	$	923,061

Schedule of accrued liabilities
	March 31, 2023		December 31, 2022
Accounts payable and accrued expense	$	2,435,129	$	2,389,231
Accrued interest		306,178		282,612
Soundstr Obligation		145,259		145,259
Total accounts payable and accrued liabilities	$	2,886,566	$	2,817,102

Schedule of Convertible notes payable
Schedule of convertible notes payable
	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Various Convertible Notes(a)	$	43,500		43,500	$	131,703		131,703
Golock Capital, LLC Convertible Notes ~~(a)~~(b)		339,011		339,011		339,011		339,011
Other Convertible Notes (b)		88,203		253,203
Total Convertible Notes	$	470,714		635,714	$	470,714		470,714

Schedule of warrants
	Number of Warrants			Weighted Average Exercise
Balance outstanding, December 31, 2020		23,805,027
Warrants expired or forfeited		(8,004,708	)		-
Balance outstanding and exercisable, December 31, 2021		15,800,319		$	0.00475
Warrants exercised or forfeited		(15,800,319	)
Warrants granted during the year ended December 31, 2022		279,655,690		$	0.00788	^(a)
Balance outstanding and exercisable, December 31, 2022		279,655,690
Warrants exercised or forfeited		-
Warrants granted during the three months ended March 31, 2023		55,785,127
Balance outstanding and exercisable, March 31, 2023		335,440,817

	●	Competition and market acceptance of our product,

	●	Other risks and uncertainties related to the music industry and our business strategy and the impact of the Covid-19 pandemic on our operations,

	●	Our ability to penetrate the market and continually innovate useful technologies,

	●	Our ability to negotiate and enter into license agreements,

	●	Our ability to raise capital, and

	●	Our ability to protect our intellectual property rights.

	Nine Months Ended September 30,
	2022		2021
General and administrative expenses	$	171,896	$	121,404
Payroll expenses	$	419,204	$	205,120
Professional Fees	$	581,867	$	288,272
Amortization of intangible assets	$	541,667	$	-

1.	Lack of proper segregation of duties due to limited personnel.

2.	Lack of a formal review process that includes multiple levels of review.

3.	Lack of adequate policies and procedures for accounting for financial transactions.

4.	Lack of independent board member(s)

5.	Lack of independent audit committee

Exhibit Number		Description of ~~Exhibits~~Document
31.1*		Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*		Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
~~10.15~~		~~Agreement between Kokku Games, Ltda and VNUE Inc. dated October 12, 2022~~
101.INS*		~~Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).~~
101.SCH*		~~Inline XBRL Taxonomy Extension Schema Document.~~
101.CAL*		~~Inline XBRL Taxonomy Extension Calculation Linkbase Document.~~
101.DEF*		~~Inline XBRL Taxonomy Extension Definition Linkbase Document.~~
101.LAB*		~~Inline XBRL Taxonomy Extension Labels Linkbase Document.~~
101.PRE*		~~Inline XBRL Taxonomy Extension Presentation Linkbase Document.~~
~~104~~		~~Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).~~

~~Registrant~~	~~VNUE, Inc.~~

~~Date: November 17, 2022~~	By:	/s/ Zach Bair

	Zach Bair
		Chief ~~Executive Officer~~ ~~(Principal~~ Executive Officer and Principal Accounting ~~Officer)~~Officer