UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy

Consent Solicitation Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]x

Filed by a Partyparty other than the Registrant [_]o

Check the appropriate box:

TIERRA GRANDE RESOURCESVNUE, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

	(3) Filing Party:

VNUE, INC.

104 W. 29^th Street, 11^th Floor

New York, NY 10001

(857) 777-6190

NOTICE OF CONSENT SOLICITATION

To the stockholders of VNUE, Inc.:

Notice is hereby given to all shareholders of VNUE, Inc., a Nevada corporation (the “Company”, “we”, “us” or “our”) that we are seeking the written consents of stockholders holding a majority of our Common Stock (the “Majority Stockholders”) as of June 7, 2019 (the “Record Date”), acting in lieu of a special meeting (the “Consents”) to authorize and approve the following proposal (the “Proposal”):

TIERRA GRANDE RESOURCES INC.
33 Richardson Street, Level 1
West Perth, Western Australia 6005
+61 8 9384 6835

January 9, 2015

ACTION REQUIRED BY STOCKHOLDER

Dear Stockholder:

We are furnishing the enclosed Consent Solicitation Statement and Consent Cardintend to you in connectionfile Certificate of Amendment to our Articles of Incorporation (the “Charter Amendment”) with the following actionsNevada Secretary of State to effectuate the company: (i)Authorized Common Stock Increase immediately upon receipt of properly executed required Consents from the increase in our authorized capital to 750,000,000 shares of common stock, and (ii) the waiver of the annual meeting of shareholders for the fiscal year ending May 31, 2015.Majority Stockholders.

Our Board of Directors (“Board”) has reviewedfixed June 7, 2019 as the Record Date for holders of our Common Stock and unanimously approved the above actionsholders of Series A Convertible Preferred Stock voting as a single class, who will be entitled to participate in this Consent Solicitation and provide Consents. This Notice of Consent Solicitation is being issued by the company.Company and is intended to be mailed on or about June 21, 2019 to all holders of our Common Stock as of the Record Date. We are hereby formally seeking written consent from shareholdersnot holding a special meeting of stockholders in connection with respectthe Proposal described herein. The Consent Solicitation Statement on the following pages describes the matters presented to stockholders herein.

The Board requests that you sign, date and return your Consent included as Annex A to the above actions.

These actions requireConsent Solicitation Statement in the written consent ofenclosed envelope (or via the holders of a majority of our issued and outstanding common stock. We have enclosed a Consent Card for completion by you. Please fully complete, sign and return the Consent Card to us Internet) as soon as possible (and within 14 days of, but no later than July 21, 2019. Any consents submitted shall be deemed irrevocable and the date of this solicitation) atCompany reserves the following address: PO Box 116, West Perth 6872, Western Australia, Australia, or by facsimileright to (+61 8) 9385 4737.approve the Authorized Common Stock Increase immediately upon obtaining all the requisite consents.

We thank you for your continued support of the company.

By Order of the Board of Directors,

/s/ Andrew Gasmier                      
Zach BairAndrew Gasmier
President

2Zach Bair

Chairman, President, Chief Executive Officer

June 20, 2019

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VNUE, INC.

104 W. 29^th Street, 11^th Floor

New York, NY 10001

(857)777-6190

CONSENT SOLICITATION STATEMENT

Introduction

June 20, 2019

This consent solicitationConsent Solicitation Statement is being madefurnished to stockholders holding a majority of the outstanding common stock (which includes any preferred stock entitled to vote together with common stock holders) (the “Majority Stockholders”) of VNUE, Inc., a Nevada corporation (“VNUE” the “Company,” “we,” “our” or “us”), as of June 7, 2019, the record date (the “Record Date”) fixed by Tierra Grande Resources Inc. (‘we’, ‘us’, ‘our’ orour Board of Directors (“Board”) in connection with the “Company”solicitation of written consents (“Consents”). from the stockholders of the Company by our Board. We are furnishingsoliciting the Consents in lieu of a special meeting of the stockholders to approve the following proposal (“Proposal”):

Approval of the Proposal above requires the affirmative vote or written Consents of Majority Stockholders entitled to vote thereon. There are no rights of appraisal or similar rights of dissenters with respect to the Authorized Common Stock Increase.

We intend to file Articles of Amendment to our Articles of Incorporation (the “Charter Amendment”) with the Nevada Secretary of State to effectuate the Authorized Common Stock Increase immediately upon receipt of properly executed required Consents from the Majority Stockholders. A copy of the form of written Consent to be executed by stockholders is annexed to this Consent Solicitation Statement and enclosed Consent Cardas Annex A. A form of the Charter Amendment to you in connectionbe filed with the following actionsNevada Secretary of State to implement the Company: (i)Authorized Common Stock Increase is included as Exhibit A to this Consent Solicitation Statement.

On May 24, 2019, Board unanimously approved, subject to receipt of written Consents from our Majority Stockholders, the Authorized Common Stock Increase to increase in our authorized capital tostock from 750,000,000 shares of common stock,Common Stock, and (ii)20,000,000 shares of Preferred Stock, to 2,000,000,000 shares of Common Stock, and 20,000,000 shares of Preferred Stock, and the waiverfiling of the Charter Amendment with the Nevada Secretary of State.

Under Section 78.315 of the Nevada Revised Statutes (“NRS”), and in accordance with Article I, Section 7 our Bylaws, any action required or permitted by the NRS to be taken at an annual or special meeting of our stockholders may be taken without a meeting, without prior notice and without a vote, if Consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having at least the voting power that would be necessary to authorize or take such action at a meeting.

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Pursuant to our Articles of Incorporation, the holders of our Series A Preferred Stock have the right to vote together with the holders of our Common Stock on all matters brought before the Common Stock holders and, except in limited circumstances, not as a separate class. The holders of our Series A Preferred Stock have the right vote together with the common, with one hundred (100) votes for each share of Series A Preferred Stock. We are sending this Consent Solicitation Statement to all of the holders of our Common Stock and Series A Preferred Stock as of the Record Date. As of such date, (a) 365,955,170 shares of our Common Stock are issued and outstanding, and (b) 4,126,776 shares of our Series A Preferred Stock are issued and outstanding. Only stockholders of record of our Common Stock and Series A Preferred Stock as of the Record Date will be entitled to submit Written Consents for such number of shares then held on the Proposal that is the subject of this Consent Solicitation. Consents signed by at least the Majority Stockholders entitled to vote are required in order to approve the Proposal set forth herein. To be counted towards the Consents required for approval of the transactions described herein, your Consent must be received by July 21, 2019. Under the NRS the failure to timely deliver written Consents will have the same effect as a vote against the Proposal set forth herein.

In order to register your Consent to the matters set forth herein, you should return your signed and dated written Consent in the enclosed envelope. You may also register your Consent by telephone or the Internet by following the instructions on Annex A.

Following our receipt of executed written Consents from the Majority Stockholders as of the Record Date, we intend to immediately effectuate the Authorized Common Stock Increase by filing the Charter Amendment with the Nevada Secretary of State.

Once you submit your Consent it is irrevocable and we will be entitled to utilize it and rely on it for purposes of ascertaining the Majority Stockholders for this consent.

Our Board believes that certain large holders of our Common Stock and our Series A Preferred Stock, and our executive officers and directors, may provide their Consents to the Proposal, although there has been no formal request or agreement with respect to their authorization of such Consents. 54,347,087 shares of our issued and outstanding Common Stock, and 2,506,776 of our Series A Preferred Stock, having the right vote on the basis of one hundred (100) votes for each share of Series A Preferred Stock representing approximately 39% of our voting power, are controlled and beneficially owned by our officers and directors.

We will not file the Charter Amendment in the event that we fail to receive properly executed written Consents from the Majority Stockholders approving the Authorized Common Stock Increase described herein. However, we reserve the right to do so as soon as we receive the consent of the Majority Stockholders without being required to wait until all other votes are cast.

We will pay the costs of soliciting these Consents, if any. In addition to soliciting Consents by mail, our officers, directors and other regular employees, without additional compensation, may solicit Consents personally, by facsimile, by e-mail, or by other appropriate means. Banks, brokers, fiduciaries and other custodians and nominees who forward written Consents soliciting materials to their principals will be reimbursed for their customary and reasonable out-of-pocket expenses.

Our executive offices are located at 104 W. 29^th Street, New York, New York 10001 and our telephone number there is (857) 777-6190.

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FREQUENTLY ASKED QUESTIONS

The following questions and answers are intended to respond to frequently asked questions by the holders of our voting equity concerning the actions approved by our Board and a majority of the persons entitled to provide Consents. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire Consent Solicitation Statement, as well as its exhibits, annexes and the documents incorporated by reference in this Consent Solicitation Statement.

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PROPOSAL

AUTHORIZED CAPITAL INCREASE AND CHARTER AMENDMENT

Effective as of May 24, 2019, our Board unanimously approved and authorized us to increase our authorized capital stock from 750,000,000 shares of the Common Stock, and 20,000,000 shares of Preferred Stock, to 2,000,000,000 shares of Common Stock, and 20,000,000 shares of Preferred Stock. Currently, of our 20,000,000 shares of Preferred Stock authorized, 5,000,000 are designated as Series A Convertible Preferred Stock. These shares of Series A Convertible Preferred Stock will remain outstanding and convertible in accordance with their terms and are unaffected by the increase in authorized. The Board has recommended that the Charter Amendment be approved by the shareholders and ordered that a proposed Charter Amendment, implementing the Authorized Common Stock Increase, be presented to our stockholders for their approval by written Consent in lieu of a special meeting of the stockholders. The Board is now asking you to approve filing the Charter Amendment to effectuate the Authorized Common Stock Increase.

No Dissenters’ Rights

In connection with the approval to file the Charter Amendment, implementing the Authorized Common Stock Increase, you and our other stockholders will not have a right to dissent and obtain payment for shares under the NRS, or our Articles of Incorporation or Bylaws.

Financial Information

Our audited consolidated financial statements and accompanying notes filed with our Annual Report on Form 10-K for the fiscal year ending Mayended December 31, 2015.2018 (our “Annual Reports”), and any other report filed prior to the date of your consent, are incorporated herein by reference.

Item 7 of Part II of our Annual Report “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.

Effectiveness of the Charter Amendment

If the proposed Charter Amendment, included as Exhibit A to this Consent Solicitation Statement, is adopted, we will immediately file the Charter Amendment with the Nevada Secretary of State, and the Charter Amendment will become effective upon this filing.

Required Vote

The Proposal requires written Consents from holders of record of at least a majority of our voting power consisting of the issued and outstanding shares of our Common Stock on the Record Date who are entitled to submit such Consents. As of the Record Date, 365,955,170 shares of our Common Stock are issued and outstanding, and 4,126,776 shares of our Series A Preferred Stock, Preferred are issued and outstanding. The holders of our Series A Preferred Stock have the right vote on all matters brought before the Common Stock holders and together with the Common Stock Holders as a single class, on a basis of one hundred (100) votes for each share of Series A Preferred Stock. As a result, we need Consents from Majority Stockholders holding approximately 389,316,385 votes in order to approve the Proposal and proceed with filing the Charter Amendment with the Nevada Secretary of State to effectuate the Authorized Common Stock Increase.

Recommendation of the Board of Directors

Our Board of Directors has reviewed and unanimously approved the above actions by the Company. We are hereby formally seeking written consent from shareholders with respectrecommends that you CONSENT (FOR) to the above actions.

These actions requireProposal for the written consentfiling of the holders of a majority of our issued and outstanding common stock. An abstention will effectively be a vote againstCharter Amendment, implementing the actions or any of them. We have enclosed a Consent Card for completion by you. Please fully complete, sign and returnAuthorized Common Stock Increase.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table set forth the Consent Card to usownership, as soon as possible (and within 14 days of the date of this solicitation) at the following address: PO Box 116, West Perth 6872, Western Australia, Australia, or by facsimile to (+61 8) 9385 4737.

Date, Time and Place Information

We are seeking approval from our stockholders by written consent of the actions contemplated herein. Accordingly, there will not be a meeting of our stockholders relating to these actions. Under the Nevada Revised Statutes, the proposed actions require approval by the written consent of holders of a majority of our common stock. Please fully complete, sign and return the enclosed Consent Card to us as soon as possible (and within 14 days of the date of this solicitation) at the following address: PO Box 116, West Perth 6872, Western Australia, Australia, or by facsimile to (+61 8) 9385 4737.

This Statement and enclosed Consent Card are expected to be mailed on or about January 12, 2015 to the holdersfiling, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security even though they may not rightfully “own” those shares. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of January 8, 2015. We will incur all costs associated with preparing, printing and mailing this Consent Solicitation Statement and Consent Card. We will reimburse brokerage firms and other custodians, nominees and fiduciariesa particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for reasonable expenses incurred by them in sending this Consent Solicitation Statement and Consent Card tocalculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The mailing address for all persons is at 104 W. 29^th Street, 11^th Floor, New York, NY 10001.

Applicable percentage ownership is based on 365,955,170 shares of Common Stock and, for each person named below, presumes voting rights of their Series A Preferred Stock as of June 7, 2019.. The holders of our Series A Convertible Preferred Stock have the right vote on a one hundred (100) for one basis with the Common Stock holders together as a single class on all matters brought before the Common Stock holders generally and convert on a fifty (50) to one basis into Common Stock. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to convertible securities held by that person that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of June 7, 2019. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

[Continued]

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None

*Less than 1%.

[Remainder of Page Intentionally Left Blank]

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ANNUAL REPORTS

We shall provide a copy of our Annual Report (and any other reports we file while this Consent Solicitation is pending), without charge, to each person to whom a Consent Solicitation Statement is delivered, upon written or oral request of such person delivered to us at VNUE, Inc., 104 West 29^th Street, New York, New York 10001, Attention: Mr. Zach Bair. Copies may also be obtained without charge through the SEC’s web-site at http://www.sec.gov.

“HOUSEHOLDING” OF PROXY MATERIALS

Some banks, brokers and other nominee record holders may employ the practice of “householding” proxy statements and annual reports. This means that only one copy of this Consent Solicitation Statement may have been sent to multiple stockholders residing at the same household. If you would like to obtain an additional copy of this Consent Solicitation Statement, please contact us at VNUE, Inc., c/o VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598. If you want to receive separate copies of our proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder.

STOCKHOLDER PROPOSALS

There are no proposals by any security holder which are or could have been included within this Consent Solicitation Statement.

DESCRIPTION OF SECURITIES

General

The authorized capital stock of our company consists of 770,000,000 shares of capital stock, consisting of 750,000,000 shares of Common Stock and 20,000,000 shares of preferred stock. As of the Record Date, there were 365,955,170 shares of Common Stock and 4,126,776 shares of Series A Preferred Stock outstanding.

Common Stock

Holders of Common Stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. Holders of the Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Common Stock.

Preferred Stock

Series A Convertible Preferred Stock

Holders of Series A Preferred Stock are entitled to one hundred (100) one votes for each share on all matters submitted to a shareholder vote. Holders of Series A Preferred Stock are entitled to convert into fifty (50) shares of Common Stock for each share of Series A Preferred Stock. Holders of Series A Preferred Stock are not entitled to liquidation or redemption rights.

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INTEREST OF CERTAIN PERSONS IN THE AMENDMENT

No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the Amendment which is not shared by all other holders of the shares of Common Stock.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We will only deliverare required to comply with the reporting requirements of the Exchange Act. For further information about us, you may refer to our Annual Report and our Quarterly Reports. You can review these filings at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. These filings are also available electronically on the World Wide Web at http://www.sec.gov.

The entire Consent Solicitation Statement is available for review by each stockholder on the SEC’s website.

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one Consent Solicitation Statement and Consent Cardwill be delivered to multiple security holders sharingtwo or more stockholders who share an address, unless we have received contrary instructions from one or more of the security holders. Uponstockholders. We will deliver promptly upon written or oral request we will promptly deliver a separate copy of thisthe Consent Solicitation Statement and Consent Card and any future annual reports and Consent Solicitation Statements and Consent Cards to any security holdera stockholder at a shared address to which a single copy of thisthe Consent Solicitation Statement and Consent Card was delivered, or deliver a single copy of this Consent Solicitation Statement and any future annual reports and Consent Solicitation Statements and Consent Cardsto any security holder or holders sharing an address to which multipledelivered. Requests for additional copies are now delivered. You should direct any such requests to the attention of our President at our principal executive office. The address of our principal executive office is 33 Richardson Street, Level 1, West Perth, Western Australia 6005, Australia and our phone number is +61 8 9384 6835.

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Dissenters’ Right of Appraisal

Under the Nevada Revised Statutes or pursuant to our Articles of Incorporation and Bylaws, our stockholders do not have dissenters' rights in connection with the actions contemplated herein.

Revocation of Consents

A shareholder may revoke his, her or its consent at any time prior to January 23, 2015 or other conclusion of the consent process (whichever is earlier) by mailing a properly executed Consent Card bearing a later date or by mailing a signed, written notice of revocation to our company at the following address: PO Box 116, West Perth 6872, Western Australia, Australia, or by facsimile to +61 8 9385 4737. Revocation of a Consent will be effective upon receipt by us of either (i) an instrument revoking the consent or (ii) a duly executed Consent bearing a later date.

Voting Securities

The record date for the determination of stockholders entitled to consent to the actions contemplated herein is January 8, 2015 (the “Record Date”). As of that date, we had 107,019,712 outstanding shares of common stock, $0.0001 par value, and no outstanding shares of preferred stock, $0.0001 par value. Each share of our common stock entitles the holder thereof to one vote on each matter that may come before a meeting or vote of our stockholders.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the ownership of our common stock as of the Record Date by each of our directors and executive officers, by all of our executive officers and directors as a group and by each person known to us to be the beneficial owner of more than 5% of any class of our securities. As of the Record Date, there were 107,019,712 shares of our common stock issued and outstanding. All persons named have sole voting and investment power with respect to the securities held by them, except as otherwise noted. The number of securities described below includes shares which the beneficial owner has the right to acquire within 60 days of the date of this report.

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Changes in Control

There are no arrangements known to us the operation of which may at a later date result in a change in control of our company.

CORPORATE ACTIONS

PROPOSAL 1 – Ratification of Capital Increase

On December 29, 2014, our Board of Directors approved a resolution authorizing us to amend our Articles of Incorporation to increase the number of our authorized shares of common stock to 750,000,000 shares from 500,000,000 shares. The Board of Directors believes that this increase in the number of authorized shares is in the best interest of our company in that it will provide us with available shares which could be issued for various corporate purposes, including financings, acquisitions, mergers, stock dividends, stock splits, stock options, convertible debt and equity financings, as the Board of Directors determines in its discretion. The Board further believes that the increase in the number of authorized shares will enable us to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of shareholders. The newly authorized shares of common stock will have voting and other rights identical to those of the currently authorized shares of common stock.

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PROPOSAL 2 – Waiver of Annual Meetings

Section 1 of Article 1 of our Bylaws provides that an annual meeting of our shareholders may be waived by the written consent of our shareholders owning a majority of the entire issued and outstanding capital stock of our company. Given our currently limited financial resources and the size of our company, we are seeking shareholder consent for the waiver of the annual meeting of our shareholders for the year ending May 31, 2015.

Given our size and limited financial resources, we have not held annual meetings in the past. However, we plan to hold annual meetings in the future, subject to an increase in our operations and financial condition. Pursuant to our bylaws, we are required to hold an annual meeting at the request in writing of shareholders owning a majority of the entire issued and outstanding capital stock of the Company and entitled to vote.

Shareholders that wish to submit a proposal or nominate a director for our next annual meeting may do so at any time, and in any event should do so within 10 days of filing of a preliminary proxy statement by us with the SEC, after which the submission or nomination will be considered untimely.

Interest of Certain Persons in Matters to be Acted Upon

Except as disclosed elsewhere in this Statement, none of the following persons have any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon (other than elections to office):

1. any director or officer of our Company since the beginning of our last fiscal year;

2. any proposed nominee for election as a director of our Company; and

3. any associate of any of the foregoing persons.

The shareholdings of our directors and officers are set forth above in the section entitled "Security Ownership of Certain Beneficial Owners and Management." To our knowledge, no director has advised that he intends to oppose the corporate actions as more particularly described herein.

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TIERRA GRANDE RESOURCES INC.

REVOCABLE CONSENT SOLICITED BY THE BOARD OF DIRECTORS

The undersigned stockholder of Tierra Grande Resources Inc. (the “Company”) hereby revokes all previously granted consents and appoints each of Andrew Gasmier and Simon Eley (each a director or officer of the Company) as their attorneys, agents and proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as the undersigned has designated, all the shares of common stock of the undersigned.

THIS CONSENT WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS CONSENT WILL BE VOTED FOR EACH OF THE ABOVE NOTED MATTERS.

This Consent revokes any consent to vote such shares heretofore given by the undersigned. Please sign and date below.

The undersigned hereby ratifies and confirms all that said attorneys and proxies, or any of them, or their substitutes, shall lawfully do or cause to be done because of this consent, and hereby revokes any and all consents the undersigned has given before. The undersigned acknowledges receipt of the Consent Solicitation Statement, which accompaniesand requests that in the notice.future separate proxy statements be sent to stockholders who share an address, should be directed to VNUE, Inc., VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598. In addition, stockholders who share a single address but receive multiple copies of the Consent Solicitation Statement may request that in the future they receive a single copy by contacting us at the address set forth in the prior sentence.

By Order of the Board of Directors

Zach Bair

Chairman, President and Chief Executive Officer

June 20, 2019

DATED: _______________________, 2015
	(Signature)12

Exhibit A

CERTIFICATE OF AMENDMENT

TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of Corporation: VNUE, Inc.

2. The articles have been amended as follows:

Article 3 is hereby amended to read as follows:

That the total number of stock authorized that may be issued by the corporation is two billion (2,000,000,000) shares of common stock with a par value of one tenth of one percent ($0.0001) per share and Twenty million (20,000,000) shares of preferred stock with a par value of one tenth of one percent ($0.0001) per share and no other class of stock shall be authorized, of which 5,000,000 are designated as Series A Convertible Preferred Stock. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: __________%

4. Effective date of filing: (optional)

5. Signature:

_______________________

Zach Bair, President

NumberA-1

ANNEX A

WRITTEN CONSENT OF STOCKHOLDERS OF VNUE, INC.

THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, being a stockholder of record of VNUE, Inc., a Nevada corporation (the “Company”) as of June 7, 2019, hereby takes the following action, in accordance with our Bylaws, and pursuant to Section 78.315 of the Nevada Revised Statutes (“NRS”), with respect to all shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) held by the undersigned, in connection with the solicitation by the Board of Directors of the Company of written consent, pursuant to Section 78.315 of the NRS, to the Proposal set forth below, as the same are described in the Company’s Consent Solicitation Statement on Schedule 14A, dated June 20, 2019, without a meeting.

(Place an “X” in the appropriate boxes)

The Board of Directors recommends that Stockholders CONSENT to the following Proposal

RESOLVED, that the first paragraph of Article 3 of the Articles of Incorporation of the Company, as previously amended, be further amended and restated to read in its entirety as follows;

“The aggregate number of shares which the corporation shall have authority to issue is Two billion and Twenty Million (2,020,000,000) shares, of which Two Billion (2,000,000,000) shall be Common Shares, $0.0001 par value per share and twenty million (20,000,000) shall be Preferred Shares, $0.0001 par value per share, of which, five million (5,000,000) are designated as Series A Convertible Preferred Stock.”

RESOLVED, that the Certificate of Amendment (the “Charter Amendment”) to the Articles of Incorporation of the Company attached as Exhibit A to the Corporation’s Consent Solicitation Statement dated June 20, 2019 (the “Consent Solicitation Statement”) be, and it hereby is, authorized, approved and adopted in all respects.

INSTRUCTIONS: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE APPROVAL OF THE PROPOSAL, CHECK THE APPROPRIATE BOX ABOVE. IF NO BOX IS MARKED ABOVE WITH RESPECT TO THE PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL.

MAIL: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to VNUE, Inc., c/o VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598.

FACIMILE: Mark, sign and date your proxy card and return it via fax to (646) 536-3179.

EMAIL: Send email with your consent to Vote@Vstocktransfer.com with “Proxy Materials VNUE, Inc.” in the subject line.

INTERNET: Visit www.vstocktransfer.com/proxy. Click on Vote Your Proxy. Enter your 12-digit control number. Enter your vote.

SHARES HELD IN BROKERAGE ACCOUNT: If you hold your shares in a brokerage account, you must utilize the voting instructions provided by your broker.

Sign

If an individual, please sign exactly as name(s) appear(s)the name appears on stock certificate(s).the certificate representing your shares of Common Stock. If stock is held jointly, each holder must sign. If signing is by attorney, executor, administrator, trusteea corporation, partnership, trust, limited liability company or guardian, give full titleother entity, please identify the entity as such. A corporation or partnership must sign bythe name appears on the certificate representing your shares of Common Stock, cause an authorized officer or general partner, respectively.person to sign on behalf of the entity, and clearly identify the title of such authorized person. This Written Consent of Stockholders shall vote all shares to which the signatory is entitled. This Written Consent of Stockholders, together with all written Consents in substantially the same form, shall be treated as a single Consent of stockholders.

PLEASE SIGN, DATE AND RETURN THIS CONSENT TO PO Box 116, West Perth 6872, Western Australia, Australia.

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You may also submit your consent by facsimile to +61 8 9385 4737.

Important Notice Regarding the Availability of Consent Materials.This consent solicitation is available on the SEC’S website atwww.sec.gov.

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