Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Nov. 30, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | VNUE, Inc. | |
Entity Central Index Key | 1,376,804 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 640,202,937 | 646,901,239 |
Entity Public Float | $ 17,368,544 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 7,788 | $ 46 |
Prepaid expenses | 37,500 | |
Total Current Assets | 45,288 | 46 |
Intangible assets , net | 336,300 | |
Total Assets | 45,288 | 336,346 |
Current Liabilities | ||
Accounts payable | 280,610 | 105,943 |
Accrued expenses | 84,311 | |
Advances from stockholders | 14,720 | 720 |
Note payable to officer | 54,643 | 86,016 |
Notes payable | 59,000 | |
Total current liabilities | 493,284 | 192,679 |
Long-Term Liabilities | ||
Convertible notes payable, net | 11,441 | 3,116 |
Convertible notes payable, related parties, net | 13,003 | 7,551 |
Derivative liabilities | 249,246 | 215,748 |
Total Liabilities | 766,974 | 419,094 |
Commitment and contingencies | ||
Stockholders' Equity | ||
Preferred stock, par value $0.0001: 20,000,000 shares authorized; 0 and 6,709,775 shares issued and outstanding, respectively | 671 | |
Common stock, par value $0.0001: 750,000,000 shares authorized; 640,913,164 and 402,483,881 shares issued and outstanding, respectively | 64,091 | 40,248 |
Additional Paid-in Capital | 3,736,177 | 263,081 |
Common stock to be issued, 2,608,334 shares and 0 shares, respectively | 132,057 | |
Accumulated deficit | (4,654,011) | (386,748) |
Total Stockholders' Equity | (721,686) | (82,748) |
Total Liabilities and Stockholders' Equity | $ 45,288 | $ 336,346 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity (Deficit) | ||
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock, shares issued | 0 | 6,709,775 |
Preferred Stock, shares outstanding | 0 | 6,709,775 |
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 640,913,164 | 402,483,881 |
Common Stock, shares outstanding | 640,913,164 | 402,483,881 |
Common stock to be issued | 2,608,334 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses | ||
Software development | $ 550,262 | $ 97,514 |
Acquisition-related costs | 906,462 | |
General and administrative | 2,400,578 | 158,819 |
Impairment of intangibles | 265,500 | |
Total operating expenses | 4,122,802 | 256,333 |
Loss from Operations | (4,122,802) | (256,333) |
Other (income) expenses | ||
Change in fair value of derivative liability | 83,156 | (33,204) |
Gain on extinguishment of derivative liability | (49,658) | |
Financing costs | 110,963 | 163,619 |
Other (income) expenses, net | 144,461 | 130,415 |
Net Loss | $ (4,267,263) | $ (386,748) |
Earnings per share - Basic and Diluted | $ (0.01) | $ 0 |
Weighted Average Shares Outstanding - Basic and Diluted | 542,382,209 | 402,483,881 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock par value $0.0001 | Common Stock par value $0.0001 | Additional Paid-In Capital | Shares to be Issued | Accumulated Deficit | Total |
Beginning balance , Shares at Dec. 31, 2013 | ||||||
Beginning balance, Amount at Dec. 31, 2013 | ||||||
Founders' shares issued, Shares | 392,922,500 | 9,561,381 | ||||
Founders' shares issued, Amount | $ 39,292 | $ (39,292) | ||||
Common shares issued for conversion of preferred shares as part of reverse merger, Amount | ||||||
Issuance of shares for cash, Shares | 9,561,381 | |||||
Issuance of shares for cash, Amount | $ 956 | 99,044 | 100,000 | |||
Issuance of preferred shares for the acquisition of intangible assets, Shares | 6,709,775 | |||||
Issuance of preferred shares for the acquisition of intangible assets, Amount | $ 671 | 203,329 | 204,000 | |||
Net loss | (386,748) | (386,748) | ||||
Ending balance, Shares at Dec. 31, 2014 | 6,709,775 | 402,483,881 | ||||
Ending balance, Amount at Dec. 31, 2014 | $ 671 | $ 40,248 | 263,081 | (386,748) | (82,748) | |
Founders' shares issued, Amount | $ 3,750 | 942,569 | 946,319 | |||
Shares issued for services to related parties, Shares | 46,048,116 | |||||
Shares issued for services to related parties, Amount | $ 4,604 | 1,395,423 | 1,400,027 | |||
Shares issued for services, Shares | 9,875,001 | |||||
Shares issued for services, Amount | $ 988 | 217,345 | 132,057 | 350,390 | ||
Common shares issued for conversion of preferred shares as part of reverse merger, Shares | (6,709,775) | 6,709,775 | ||||
Common shares issued for conversion of preferred shares as part of reverse merger, Amount | $ (671) | $ 671 | 671 | |||
Shares issued upon reverse acquisition, Shares | 126,866,348 | |||||
Shares issued upon reverse acquisition, Amount | $ 12,687 | (12,523) | 164 | |||
Shares issued for acquisition-related costs, Shares | 29,814,384 | |||||
Shares issued for acquisition-related costs, Amount | $ 2,981 | 903,481 | 906,462 | |||
Shares issued per settlement agreement reached, Shares | 3,500,000 | |||||
Shares issued per settlement agreement reached, Amount | $ 350 | 76,650 | 77,000 | |||
Return of shares in exchange for advances, Shares | (21,885,591) | |||||
Return of shares in exchange for advances, Amount | $ (2,188) | (49,849) | (52,037) | |||
Issuance of shares for cash, Shares | 37,501,250 | |||||
Net loss | (4,267,263) | (4,267,263) | ||||
Ending balance, Shares at Dec. 31, 2015 | 640,913,164 | |||||
Ending balance, Amount at Dec. 31, 2015 | $ 64,091 | $ 3,736,177 | $ 132,057 | $ (4,654,011) | $ (721,686) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (4,267,263) | $ (386,748) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 70,800 | 17,700 |
Impairment of intangible asset | 265,500 | |
Change in fair value of derivative liabilities | 83,156 | (33,204) |
Derivative value in excess of convertible notes | 152,952 | |
Note issued for financing cost | 50,000 | |
Note issued for services | 9,000 | |
Gain on extinguishment of debt | (49,658) | |
Amortization of debt discount | 54,778 | 10,667 |
Shares issued for acquisition-related costs | 906,462 | |
Shares issued for services | 1,750,582 | |
Shares issued for settlement agreement | 77,000 | |
Changes in operating assets and liabilities | ||
Prepaid expense | (37,500) | |
Accounts payable | 174,666 | 105,943 |
Accrued expense | 84,310 | |
Net Cash Used in Operating Activities | (828,167) | (132,690) |
Cash Flows from Investing Activities | ||
Acquistion of intangible assets | (150,000) | |
Advances to related party | (52,037) | |
Net Cash Used in Investing Activities | (52,037) | (150,000) |
Cash Flows from Financing Activities | ||
Advances from (repayment to) stockholders, net | (17,373) | 86,736 |
Repayment of convertible notes payable | (41,000) | |
Sale of convertible notes payable | 96,000 | |
Proceeds from issuance of common shares | 946,319 | 100,000 |
Net Cash Provided by Financing Activities | 887,946 | 282,736 |
Net Change in Cash | 7,742 | 46 |
Cash - beginning of the reporting period | 46 | |
Cash - end of the reporting period | 7,788 | 46 |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Income tax paid | ||
Non-Cash Investing and Financing Activities: | ||
Conversion of preferred shares to common shares upon reverse merger | 671 | |
Cancellation of advances to related party in exchange for return of treasury shares | 52,037 | |
Issuance of preferred shares for acquisition of intangible assets | $ 204,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization And Basis Of Presentation | |
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. TGRI engaged in the acquisition and exploration of mineral properties and was inactive prior to the reverse acquisition described below. The Company is developing a technology driven solution for Artists, Venues and Festivals to automate the capturing, publishing and monetization of their content. Vnue LLC ("Vnue LLC" or Predecessor) was a limited liability company organized under the laws of the State of Delaware on August 1, 2013 which began operations in January 2014. On December 3, 2014, Vnue LLC filed a certificate of merger and merged into VNUE Washington with VNUE Washington as the surviving corporation. 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 507,629,872 shares of TGRI common stock as follows: (i) all shares of Vnue Washington stock of any class or series issued and outstanding immediately prior to the closing of the Merger were exchanged for an aggregate of 477,815,488 fully paid and non-assessable shares of TGRI common stock; and (ii) 29,814,384 shares of TGRI common stock were issued to an attorney as payment for legal services performed prior to and in connection with the Merger. As a result of the Merger, Vnue Washington became a wholly-owned subsidiary of the Company, with the former stockholders of Vnue Washington collectively owning shares of the Company's common stock representing approximately 79.0% of the voting power of the Company's outstanding capital stock. On May 29, 2015 the Company changed its name to Vnue, Inc. As the former owners and management of Vnue Washington have voting and operating control of the Company after the Merger, the transaction has been accounted for as a reverse merger with Vnue Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the consolidated financial statements reflect the historical results of Vnue Washington prior to the Merger, and that of the combined company following the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger, with 126,866,348 shares of common stock outstanding before the reverse merger reflected in the accompanying financial statements as shares issued upon the reverse merger. The fair value of $906,462 of the 29,814,384 shares issued to the attorney has been recorded as an acquisition related cost. Going Concern The Companys consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had a stockholders deficit of $721,686 at December 31, 2015, and incurred a net loss of $4,267,263, and used net cash in operating activities of $828,167 for the reporting period then ended. Certain of the Companys notes payable are also past due and in default. These factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern Management estimates that the current funds on hand will be sufficient to continue operations through December, 2016. The ability of the Company to continue as a going concern is dependent on the Companys ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2015 | |
Significant And Critical Accounting Policies And Practices | |
Note 2 - Significant and Critical Accounting Policies and Practices | Principles of Consolidation The Company consolidates all wholly owned and majority-owned subsidiaries in which the Companys power to control exists. The Company consolidates the following subsidiaries and/or entities: Name of consolidated subsidiary or Entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/ disposition, if applicable) Attributable interest Vnue Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % Vnue Inc. (Vnue Washington) The State of Washington October 16, 2014 100 % Vnue LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Vnue Technology Inc. The State of Washington October 16, 2014 90 % Vnue Media Inc. The State of Washington October 16, 2014 89 % Vnue Technology, Inc. and Vnue Media, Inc. were inactive corporations at December 31, 2015 and 2014. Inter-company balances and transactions have been eliminated. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Internal Software Development Costs Development costs incurred in the research and development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be established when all planning, designing, coding and testing has been completed according to design specifications. After technological feasibility is established, any additional costs are capitalized. Through December 31, 2015, technological feasibility of the Companys software had not been established; and, accordingly, no costs have been capitalized to date. Fair Value of Financial Instruments The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable reporting date. as of the end of the period. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Companys financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of the derivative liabilities of $249,246 and $215,748 at December 31, 2015 and 2014, respectively, were valued using Level 2 inputs. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Carrying Value, Recoverability and Impairment of Long-Lived Assets An impairment loss will be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. The Companys long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The long lived asset was determined to be impaired at December 31, 2015 and a loss of $265,500 was recorded for the year ended December 31, 2015. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required. Loss per Common Share Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the years ended December 31, 2015 and 2014, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of December 31, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2015 2014 Convertible Notes Payable 4,700,603 4,714,783 Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Income Taxes The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In managements opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Companys tax years 2011 to 2015 remain subject to examination by major tax jurisdictions. Pursuant to the Internal Revenue Code Section 382 (Section 382), certain ownership changes may subject the NOLs to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporations ability to utilize NOLs if it experiences an ownership change. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures. In August, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Improvements to Employee Share-Based Payment Accounting Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets | |
Note 3 - Intangible Assets | On July 23, 2014, the Company entered into an Asset purchase agreement with Lively, LLC whereby the Company acquired certain assets of Lively, LLC for consideration of (i) cash payment of $150,000 and (ii) issuance of 6,709,775 Preferred shares with a fair market value of $204,000 at the time of the issuance. The shares were valued at $0.0304 per share, which was the most recent sales price per common share from the subsequent sale of Vnue Washington's common stock as a Vnue Washington preferred share is convertible to a common share on a 1 to 1 basis. Assets purchased included: a) software, inventions, customers, customer lists, development, documents and records, designs, claims, intellectual property rights, distribution rights and merchandising rights; b) all copyright, patents, trademarks, trade names, logos or service marks and other intangible property and rights. The Company recorded the intangible assets of $354,000 including (i) $150,000 in cash and (ii) $204,000 in Vnue Washington's preferred shares. During the years ended December 31, 2015 and 2014, the Company recorded amortization of $70,800 and $17,700, respectively. As of December 31, 2015, the Company performed an impairment test and determined that the recorded costs were no longer recoverable, and an impairment loss of $265,500 was recorded. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Note 4 - Related Party Transactions | Note payable to President, CEO and Significant Stockholder On December 31, 2014 the Company entered into a note payable agreement with its President, CEO and significant stockholder of the Company. The note is unsecured, non-interest bearing and due on December 31, 2024. As of December 31, 2015 and 2014, the note payable to the officer was $54,643 and $86,016, respectively. Advances from employees From time to time, employees of the Company advance funds to the Company for working capital purposes. As of December 31, 2015 and 2014, the advances from the employees were $14,720 and $720, respectively. Those advances are unsecured, non-interest bearing and due on demand. Convertible Notes Payable to the Officers and Directors The Company issued convertible notes to certain Officers and Directors of the Company for working capital purpose with 0% interest. The notes are convertible at variable prices and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. See further discussion in Note 6. Transactions with Louis Mann During 2015, the Company advanced $52,037 to Broadcast Institute of Maryland ("BIM") in anticipation of a planned collaboration. Lous Mann (MANN), an officer and director of the Company at the time, was also the owner of BIM. On August 26, 2015 Mann resigned from his officer and director positions with the Company, and the entered into a share transfer agreement with the Company, whereby Mann returned 21,885,591 common shares to the Company in exchange for the advances to BIM.. The Company has accounted for this transaction as the purchase of treasury stock which was then cancelled. Subsequent to his termination, 0n August 26, 2015, the Company entered into an Advisory Agreement with MANN. Such Advisory Agreement provided for MANNs continued and ongoing advisory services to the Company until December 31, 2015 and MANN wasl be paid $25,000 for providing such Advisory Services, which was due and payable on or before December 31, 2015. Such amount is included in accrued expenses at December 31, 2015. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2015 | |
Note Payable | |
Note 5 - Note Payable | Notes payable at December 31, 2015 consist of the following; (a) Tarpon $ 50,000 (b) Individual 9,000 Total $ 59,000 (a) On June 15, 2015, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 10), the Company issued a Promissory Note to Tarpon in the principal amount of $50,000 with an interest rate at 10% per annum and a maturity date of December 31, 2015. The note was recorded as financing cost upon issuance. The note is currently past due. (b) On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note is due within 10business days of the Company receiving a notice of effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10 business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable and the balance will bear interest at 7%. The Companys Form S-1 was declared effective on March 8, 2016 and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable | |
Note 6 - Convertible Notes Payable | Convertible notes payable consist of the following: December 31, 2015 December 31, 2014 On August 14, 2014 and August 20, 2014 the Company issued three convertible notes to three note holders in the principal amounts of $5,000, $10,000 and $10,000, respectively, with interest at 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. $ 25,000 $ 25,000 On August 31, 2014, the Company issued a non-interest bearing convertible note to an officer in the amount of $15,000. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $13,500 of the note during the year ended December 31, 2015. 1,500 15,000 Two non-interest bearing convertible notes were issued to a director on August 31, 2014 in the amounts of $35,000 and $21,000, respectively. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $27,500 of the note during the year ended December 31, 2015. 28,500 56,000 Total notes outstanding 55,000 96,000 Valuation discount (30,556 ) (85,333 ) Convertible notes payable, net $ 24,444 $ 10,667 For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows: December 31, 2015 December 31, 2014 Convertible notes payable, net $ 11,441 $ 3,116 Convertible notes payable, related party, net 13,003 7,551 Total $ 24,444 $ 10,667 The Company considered the current FASB guidance of Contracts in Entitys 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 issuers own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Companys 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 in 2014, the initial fair value of the embedded conversion feature was $248,952. As such, the Company recorded a $248,952 derivative liability, of which $96,000 was recorded as debt discount offsetting the fair value of the Notes and the remainder of $152,952 recorded as financing costs in the Consolidated Statement of Operations for the year ended December 31, 2014. The discount is being amortized using the effective interest rate method over the life of the debt instruments. During the years ended December 31, 2015 and 2014, amortization of debt discount was $54,778 and $10,677, respectively. The unamortized balance of the debt discount was $30,556 and $85,333 as of December 31, 2015 and 2014, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Liability | |
Note 7 - Derivative Liabilty | The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. At December 31, 2014, and at the date of issuance, the Company utilized a third party valuation consultant to assist the Company in determining the fair value of its derivative financial instruments related to its convertible notes. The convertible notes were valued at issuance at $248,952 and $215,748 at December 31, 2014 with the following assumptions: - The stock price was based on the Private Placement dated January 1, 2015 which raised $686,320 at $1.53 $0.0304 - The stock projection s are based on the comparable company annual volatilities for each date. These volatilities were in the 104122% 1 year 1 year 8/14/14 104 % 9/30/14 109 % 8/20/14 109 % 12/31/14 119 % 8/31/14 109 % 3/31/15 122 % - The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the $0.03 - An event of default would not occur during the remaining term of the note; - Conversion of the notes to stock would occur only at maturity if the Note was in the money and a reset event had occurred - either the Next Financing Corporate Transaction - Redemption would have no derivative value - Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. - The expected life was based on the term of the underlying note. At December 31, 2015, the fair value of the derivative liabilities of $249,246 was determined through use of a probability-weighted Black-Scholes-Merton valuation model, based on the following assumptions: (i) stock price of $0.065, (ii) conversion prices of $0.0124 and $0.0282, (iii) volatility rate of 188%, (iv) discount rate of 0.85%, (v) zero expected dividend yield, and (vi) expected life of 1.67 years. The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future. As noted above, for the year ended December 31, 2015, the Company utilized the probability-weighted Black-Scholes-Merton valuation mode to value its derivatives, whereas in the prior period a Monte Carlo model was utilized. Management's basis for changing methodologies included: (1) its conclusion that the probability-weighted Black-Scholes-Merton valuation model would meet the fair value objective for these types of derivatives; (2) the simplicity and transparency of the probability-weighted Black-Scholes-Merton valuation model, including the Company's disclosure of all input assumptions, provides the user of the financial statements the benefit of more clearly understanding managements judgments and estimates utilized in valuing these instruments in comparison to the more complex and less transparent Monte Carlo model; (3) cost benefit considerations in preparing the estimates, considering that both methodologies (Black Scholes Merton and the Monte Carlomodel) are acceptable for valuing instruments with these characteristics, and (4) the use of the probability-weighted Black-Scholes-Merton valuation model would not arise at valuation materially different than the Monte Carlo model. During the year ended December 31, 2015 and 2014, the Company recognized $83,156 and ($33,204), respectively, as other (income) expense, which represented the difference in the value of the derivative from the respective prior period. In addition, the Company recognized a gain of $49,658 during the year ended December 31, 2015 which represented the extinguishment of derivative liabilities related to repayments made on the unsecured convertible notes. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Deficit | |
Note 8 - Stockholders' Deficit | Common stock issued to founders During the year ended December 31, 2014, VNUE Washington issued an aggregate of 392,922,500 shares of its common stock to its founders for no consideration. Common stock issued for cash During 2015, and prior to the reverse merger on May 18, 2015, the Company sold 22,572,344 shares of its common stock at a price of approximately $.03 per share for aggregate proceeds of $686,320. Subsequent to the reverse merger, the Company sold 14,928,938 shares of its common stock for aggregate proceeds of $260,000 at an average price of $0.017 per share. During the year ended December 31, 2014, the Company issued 9,561,381 shares of its common stock for aggregate proceeds of $100,000. Shares issued for services During the year ended December 31, 2015, the Company issued an aggregate of 46,048,116 shares of its common stock to certain founders of the Company for services rendered valued at $1,400,027 based upon the most recent per share cash sales price of its common stock, and recorded this amount as acquisition-related costs. During the year ended December 31, 2015, the Company issued an aggregate of 9,875,001 shares of its common stock to certain consultants for investor relations and software development services valued at $218,333, based upon the most recent per share cash sales price of its common stock, Upon consummation of the Merger Agreement on May 29, 2015, the Company issued 29,814,384 fully paid and non-assessable shares of TGRI common stock to Matheau J. W. Stout, Esq. as payment for services performed prior to and in connection with the Merger. The Company valued the 29,814,384 shares at $906,462 based upon the most recent per share cash sales price of its common stock, and recorded this amount as acquisition-related costs. Shares to be issued On July 27, 2015, the Company entered into a consulting agreement with a consultant, which included, among other things, monthly compensation of 791,667 shares of common stock. As of December 31, 2015, 1,583,334 shares of common stock with a value of $81,146 have not been issued and are included in common shares to be issued in the accompanying consolidated balance sheet. On September 10, 2015, the Company entered into a one-year consulting agreement with a consultant, which included, among other things, compensation of $50,000 to be paid in shares of common stock based on the closing price of the Companys common stock on the final trading day of the consulting agreement. As of December 31, 2015, $16,667 of the value of the shares of common stock has been included in common shares to be issued in the accompanying consolidated balance sheet. On July 23, 2015, the Company entered into an employment agreement with an individual pursuant to which it agreed to issue 25,000 shares of the Companys common stock at the end of each calendar quarter that the individual is employed by the Company. During the year ended December 31, 2015, the individual earned 25,000 shares valued at $1,625 based on their fair value at the end of the quarters. The shares due were not issued as of December 31, 2015 and were reflected as common shares to be issued in the accompanying consolidated balance sheet. On September 8, 2015, the Company entered into an employment agreement with an officer pursuant to which it granted 1,000,000 shares of the Companys common stock. The shares vested immediately and were recognized as stock based compensation expense during the year ended December 31, 2015 based on their fair value on the agreement date in the aggregate amount of $27,474. The shares due were not issued as of December 31, 2015 and were reflected as common shares to be issued in the accompanying consolidated balance sheet. Equity Purchase Agreement with Tarpon Bay Partners, LLC On June 15, 2015, the Company entered into an Equity Purchase Agreement (the Equity Purchase Agreement) with Tarpon Bay Partners, LLC, a Florida limited liability company (Tarpon). Under the terms of the Equity Purchase Agreement, Tarpon will purchase, at the Company's election, up to $5,000,000 of the Company's registered common stock (the Shares). During the term of the Equity Purchase Agreement, the Company may at any time deliver a put notice to Tarpon thereby requiring Tarpon to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Tarpon shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 90% of the lowest Closing Price during the Valuation Period as such capitalized terms are defined in the Agreement. The number of Shares sold to Tarpon shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Tarpon, would result in Tarpon owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Tarpon may not execute any short sales of the Company's common stock. Further, the Company has the right, but never the obligation to draw down. The Equity Purchase Agreement shall terminate (i) on the date on which Tarpon shall have purchased Shares pursuant to the Equity Purchase Agreement for an aggregate Purchase Price of $5,000,000, or (ii) on the date occurring 24 months from the date on which the Equity Purchase Agreement was executed and delivered by the Company and Tarpon. As a condition for the execution of the Equity Purchase Agreement by Tarpon, the Company issued a Promissory Note to Tarpon in the principal amount of $50,000 with an interest rate of 10% per annum and a maturity date of December 31, 2015. The issuance of the note was recorded as a finance fee in the statement of operations for the year ending December 31, 2015. In addition, on June 15, 2015, the Company and Tarpon entered into a Registration Rights Agreement (the Registration Agreement). Under the terms of the Registration Agreement the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 120 days of June 15, 2015. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Tarpon may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Tarpon no longer owns any of the Shares. At December 31, 2015, Tarpon had not purchased any shares under this agreement. Settlement and Release Agreement - Dean Graziano On July 23, 2015, the Company reached a Settlement and Release Agreement with Dean Graziano (GRAZIANO) after learning that GRAZIANO might assert claims for equity or compensation against the Company or its subsidiary VNUE Washington and that such claims were not contained in the transaction documents surrounding the purchase of the intangible assets of Lively, LLC (LIVELY) closed on July 23, 2014. Under the terms of the settlement, GRAZIANO agreed to resolve any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, whether or not directly or indirectly related to the purchase of the LIVELY assets, or to any alleged verbal understandings of promises of employment, advisory roles, or equity, which GRAZIANO may now have or may hereafter have or claim to have against VNUE, and its subsidiaries (the GRAZIANO CLAIMS) in exchange for Three Million Five Hundred Thousand (3,500,000) Shares (the SETTLEMENT SHARES). VNUE and GRAZIANO agree that delivery of the Settlement Shares pursuant to the conditions set forth herein shall satisfy VNUEs obligation in full regarding any and all GRAZIANO CLAIMS. On July 27, 2015 the Company's board passed the resolution and issued the Settlement Shares to GRAZIANO. The Company valued the 3,500,000 shares of its common stock earned upon grant on the date of signing at $96,159 based on its most recent cash sales price of its common stock, and recorded this amount as other expenses - settlement of claims upon execution of this agreement. Preferred Stock In July 2014, the Company issued 133,334 shares of preferred stock for the acquisition of certain assets from Lively, LLC. The preferred shares were valued at $1.53 per share or $204,000. This was based on the price of the January 2015 private placement, as there were no significant changes in the business between the date of assets acquisition and the date of private placement. The preferred stock had no voting rights and was convertible to common stock. The holder of the preferred stock exercised that conversion on May 29, 2015 and received 6,709,775 in exchange for 6,709,775 shares of preferred stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Note 9 - Income Taxes | The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2015, the Company had net operating loss carry forwards of approximately $4,077,000 that may be available to reduce future years' taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the full value of the deferred tax asset relating to these tax loss carry-forwards. The Company adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2015 no liability for unrecognized tax benefits was required to be recorded. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitment And Contingencies | |
Note 10 - Commitment and Contingencies | Litigation - Hughes Media Law Group, Inc. On December 11, 2015, Hughes Media Law Group, Inc. ("HLMG") filed a lawsuit against VNUE, Inc. in the Superior Court of King County, Washington, under case number 15-2-30108-0. HMLG claims damages of $130,552.78 for unpaid legal fees HMLG alleges are owed pursuant to an April 4, 2014 agreement with VNUE Washington VNUE Washington VNUE Washington Artist Agreement On October 27, 2015, the Company entered into an Artist Agreement with I Break Horses, a Swedish duo based in Stockholm. The Artist Agreement is effective October 27, 2015 and has a term lasting as long as I Break Horses artist recordings are available via the VNUE Service. Under the terms of the Artist Agreement, the Company shall handle rights clearing and distribution for I Break Horses recordings and receive 30% of the Net Income generated thereby. For the year ended December 31, 2105, the Company did not earn any revenue under this agreement. License Agreement On November 2, 2015, the Company entered into a License Agreement with Universal Music Corp. ("Universal"). The License Agreement is effective September 8, 2015, and has a term of Two (2) Years from the Effective Date. Under the terms of the License Agreement, Universal is granting to VNUE a non-exclusive, non-transferable, non-sub-licensable license to create and distribute content using certain Universal compositions, more specified in the Grant of Rights section of the License Agreement. The Company will then market and sell this content via the VNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points Section of the License Agreement, and the Company shall pay Universal royalties for each sale of the content as specified in the Royalty Rates section of the License Agreement. In accordance with the Minimum Guarantee provision of the License Agreement, the Company shall pay to Universal a minimum first year fee of Fifty Thousand Dollars ($50,000), which is due within 10 days of execution and a second year minimum fee of Fifty Thousand Dollars ($50,000), which is due upon the commencement of the second year of the Term. The Company paid the first installment in September 2015 and recorded such amount as a prepaid asset. As of December 31, 2015, $12,500 of this amount has been amortized and recorded as an operating expense and $37,500 remains prepaid. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | |
Note 11 - Subsequent Events | June 2015 Promissory Note with Tarpon Bay Partners, LLC On February 26, 2016, the Company and Tarpon entered into an amendment to the Promissory Note. The amendment added a conversion feature to the Note so that the Note and all accrued interest are convertible into shares of the Companys common stock at a conversion price equal to 80% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date, and the maturity date was extended to December 31, 2016. On March 2, 2016 and March 28, 2016, Tarpon converted principal and interest of $10,075 and $10,310, respectively, into 1,144,925 shares and 2,343,150 shares, respectively, of the Companys common stock. Convertible Note Payable On May 9, 2016 the Company issued a convertible note in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The Note Conversion Price is determined as follows: if the Company receives equity funding of $1 million or more, then the Lender may choose to either convert the Note into shares of the Companys common stock or request repayment of the principal and interest on the Note. If the Lender chooses to convert the Note, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest owed by the Company as of the date of the conversion divided by 85% of the per share stock price in the equity funding. If the Company borrows additional amounts above the initial $100,000, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest of those additional borrowings owed by the Company as of the date of the conversion divided by 75% of the per share stock price in the equity funding. The Note is secured by the Companys rights, titles and interests in all the Companys tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. Further consideration was the granting of 10,000,000 shares of common stock, valued at $33,000 and recorded as shares to be issued. On July 18, 2016 the Company obtained an increase of principal on the note to $150,000. On August 10, 2016, the Company obtained an increase of principal on the note to $200,000. On September 30, 2016 the Company obtained an increase of principal on the note to $250,000. As further consideration for the increase in principal of the note in 2016, two officers of the Company transferred ownership of an aggregate of 35,000,000 shares valued at $108,000 to the lender. February 2016 Equity Purchase Agreement with Tarpon Bay Partners, LLC On February 18, 2016, the Company entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with Tarpon Bay Partners, LLC, a Florida limited liability company ("Tarpon"). Under the terms of the Equity Purchase Agreement, Tarpon will purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (the "Shares"). During the term of the Equity Purchase Agreement, the Company may at any time deliver a "put notice" to Tarpon thereby requiring Tarpon to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Tarpon shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 125% of the lowest Closing Price during the Valuation Period as such capitalized terms are defined in the Agreement. The number of Shares sold to Tarpon shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Tarpon, would result in Tarpon owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Tarpon may not execute any short sales of the Company's common stock. Further, the Company has the right, but never the obligation to draw down. The Equity Purchase Agreement shall terminate (i) on the date on which Tarpon shall have purchased Shares pursuant to the Equity Purchase Agreement for an aggregate Purchase Price of $10,000,000, or (ii) on the date occurring 24 months from the date on which the Equity Purchase Agreement was executed and delivered by the Company and Tarpon. As a condition for the execution of the Equity Purchase Agreement by Tarpon, the Company issued a Promissory Note to Tarpon in the principal amount of $25,000 with an interest rate of 10% per annum and a maturity date of August 31, 2016. The issuance of the note was recorded as a finance fee in the statement of operations for the three months ending March 31, 2016. In addition, on February 18, 2016, the Company and Tarpon entered into a Registration Rights Agreement (the "Registration Agreement"). Under the terms of the Registration Agreement the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 120 days of June 15, 2015. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Tarpon may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Tarpon no longer owns any of the Shares. At March 31, 2016, Tarpon had purchased 2,500,000 shares under this agreement. The Company has not received proceeds of $25,000 and has recorded the amount as a subscription receivable. The February 18, 2016 Purchase Agreement for $10,000,000 effectively supersedes and terminates the prior Equity Purchase Agreement with Tarpon dated June 15, 2015, which was for $5,000,000. Shares to be Issued On January 2, 2016, the Company entered into an employment agreement with an officer pursuant to which it granted 10,000,000 shares of the Companys common stock. The shares vested immediately and were recognized as stock based compensation expense during the period ended March 31, 2016 based on their fair value on the agreement date of $650,000. On February 26, 2016, the Company entered into a common stock purchase agreement with an individual pursuant to which it agreed to issue shares of the Companys common stock in exchange for proceeds of $5,000. The shares due were not issued as of March 31, 2016. Transfer of Ownership-Loss of Control On May 12, 2016, as part of the appointment of the Companys new Chief Executive Officer, the Companys controlling shareholder transferred the ownership of half of his shares to the new Chief Executive Officer. The Company considered the provisions of Staff Accounting Bulletin ("SAB") Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholders |
Significant and Critical Acco18
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Significant And Critical Accounting Policies And Practices Policies | |
Principles of Consolidation | The Company consolidates all wholly owned and majority-owned subsidiaries in which the Companys power to control exists. The Company consolidates the following subsidiaries and/or entities: Name of consolidated subsidiary or Entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/ disposition, if applicable) Attributable interest Vnue Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % Vnue Inc. (Vnue Washington) The State of Washington October 16, 2014 100 % Vnue LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Vnue Technology Inc. The State of Washington October 16, 2014 90 % Vnue Media Inc. The State of Washington October 16, 2014 89 % Vnue Technology, Inc. and Vnue Media, Inc. were inactive corporations at December 31, 2015 and 2014. Inter-company balances and transactions have been eliminated. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Internal Software Development Costs | Development costs incurred in the research and development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be established when all planning, designing, coding and testing has been completed according to design specifications. After technological feasibility is established, any additional costs are capitalized. Through December 31, 2015, technological feasibility of the Companys software had not been established; and, accordingly, no costs have been capitalized to date. |
Fair Value of Financial Instruments | The
Company follows the FASB Accounting Standards Codification for disclosures about fair
value of its financial instruments and to measure the fair value of its financial instruments.
The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes
the inputs to valuation techniques used to measure fair value into three broad levels.
The three levels of fair value hierarchy are described below:
Level
1 Quoted
market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2 Pricing inputs other
than quoted prices in active markets included in Level 1, which are either directly or indirectly observable reporting date.
as of the end of the period.
Level 3 Pricing inputs that
are generally observable inputs and not corroborated by market data. Financial
assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or
similar techniques and at least one significant model assumption or input is unobservable. The
carrying amounts of the Companys financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued
expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The
fair value of the derivative liabilities of $249,246 and $215,748 at December 31, 2015 and 2014, respectively, were valued using
Level 2 inputs. " id="sjs-B7" xml:space="preserve">"font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable reporting date. as of the end of the period. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Companys financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of the derivative liabilities of $249,246 and $215,748 at December 31, 2015 and 2014, respectively, were valued using Level 2 inputs. |
Derivative Financial Instruments | The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | An impairment loss will be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. The Companys long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The long lived asset was determined to be impaired at December 31, 2015 and a loss of $265,500 was recorded for the year ended December 31, 2015. |
Concentrations of Credit Risk | Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required. |
Loss per Common Share | Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the years ended December 31, 2015 and 2014, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. As of December 31, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2015 2014 Convertible Notes Payable 4,700,603 4,714,783 |
Stock-Based Compensation | The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes | The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In managements opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Companys tax years 2011 to 2015 remain subject to examination by major tax jurisdictions. Pursuant to the Internal Revenue Code Section 382 (Section 382), certain ownership changes may subject the NOLs to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporations ability to utilize NOLs if it experiences an ownership change. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs. |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures. In August, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Improvements to Employee Share-Based Payment Accounting Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Significant and Critical Acco19
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Significant And Critical Accounting Policies And Practices Tables | |
Schedule of Principles of Consolidation | Name of consolidated subsidiary or Entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/ disposition, if applicable) Attributable interest Vnue Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % Vnue Inc. (Vnue Washington) The State of Washington October 16, 2014 100 % Vnue LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Vnue Technology Inc. The State of Washington October 16, 2014 90 % Vnue Media Inc. The State of Washington October 16, 2014 89 % |
Schedule of Loss per Common Share | December 31, 2015 2014 Convertible Notes Payable 4,700,603 4,714,783 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note Payable Tables | |
Schedule of Notes payable | (a) Tarpon $ 50,000 (b) Individual 9,000 Total $ 59,000 (a) On June 15, 2015, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 10), the Company issued a Promissory Note to Tarpon in the principal amount of $50,000 with an interest rate at 10% per annum and a maturity date of December 31, 2015. The note was recorded as financing cost upon issuance. The note is currently past due. (b) On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note is due within 10business days of the Company receiving a notice of effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10 business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable and the balance will bear interest at 7%. The Companys Form S-1 was declared effective on March 8, 2016 and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable Tables | |
Schedule of Convertible notes payable | December 31, 2015 December 31, 2014 On August 14, 2014 and August 20, 2014 the Company issued three convertible notes to three note holders in the principal amounts of $5,000, $10,000 and $10,000, respectively, with interest at 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. $ 25,000 $ 25,000 On August 31, 2014, the Company issued a non-interest bearing convertible note to an officer in the amount of $15,000. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $13,500 of the note during the year ended December 31, 2015. 1,500 15,000 Two non-interest bearing convertible notes were issued to a director on August 31, 2014 in the amounts of $35,000 and $21,000, respectively. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The note is due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The Company repaid $27,500 of the note during the year ended December 31, 2015. 28,500 56,000 Total notes outstanding 55,000 96,000 Valuation discount (30,556 ) (85,333 ) Convertible notes payable, net $ 24,444 $ 10,667 |
Schedule of convertible notes payable for balance sheet | December 31, 2015 December 31, 2014 Convertible notes payable, net $ 11,441 $ 3,116 Convertible notes payable, related party, net 13,003 7,551 Total $ 24,444 $ 10,667 |
Derivative Liabilty (Tables)
Derivative Liabilty (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Liabilty Tables | |
Schedule of volatilities | 1 year 1 year 8/14/14 104 % 9/30/14 109 % 8/20/14 109 % 12/31/14 119 % 8/31/14 109 % 3/31/15 122 % |
Organization and Operations (De
Organization and Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Shares issued for acquisition-related costs, Amount | $ 906,462 | |
Stockholders' deficit | (721,686) | $ (82,748) |
Net Loss | (4,267,263) | (386,748) |
Net Cash Used in Operating Activities | $ (828,167) | $ (132,690) |
Vnue Inc. Vnue Washington [Member] | ||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | |
Shares issued for acquisition-related costs, Shares | 29,814,384 | |
Shares issued for acquisition-related costs, Amount | $ 906,462 | |
Shares issued upon reverse acquisition, Shares | 126,866,348 | |
Vnue Technology Inc [Member] | ||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | |
Vnue Media Inc [Member] | ||
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 | |
Vnue Inc. formerly TGRI [Member] | ||
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 | |
Vnue LLC [Member] | ||
Entity Incorporation, Date of Incorporation | Aug. 1, 2013 | |
Vnue Washington [Member] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 79.00% | |
TGRI [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 507,629,872 | |
Business Acquisition Issuance Of Fully Paid And Non Assessable Shares Of Common Stock | 477,815,488 | |
Shares issued for acquisition-related costs, Shares | 29,814,384 | |
Matheau J. W. Stout [Member] | ||
Shares issued for acquisition-related costs, Amount | $ 906,462 |
Significant and Critical Acco24
Significant and Critical Accounting Policies and Practices (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Vnue Inc. formerly TGRI [Member] | |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue Inc. Vnue Washington [Member] | |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue LLC [Member] | |
Entity Incorporation, Date of Incorporation | Aug. 1, 2013 |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Vnue Technology Inc [Member] | |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% |
Vnue Media Inc [Member] | |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Noncontrolling Interest, Ownership Percentage by Parent | 89.00% |
Significant and Critical Acco25
Significant and Critical Accounting Policies and Practices (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Significant And Critical Accounting Policies And Practices Details 1 | ||
Convertible notes payable | 4,700,603 | 4,714,783 |
Significant and Critical Acco26
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Significant And Critical Accounting Policies And Practices Details Narrative | ||
Derivative liabilities | $ 249,246 | $ 215,748 |
Impairment of intangibles | 265,500 | |
FDIC insurance limit | $ 250,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Payments to Acquire Intangible Assets | $ 150,000 | ||
Amortization | 70,800 | 17,700 | |
Impairment of intangibles | 265,500 | ||
Asset Purchase Agreement [Member] | |||
Payments to Acquire Intangible Assets | $ 150,000 | 150,000 | |
Intangible Assets, Gross (Excluding Goodwill), Total | $ 354,000 | ||
Stock Issued During Period, Value, Purchase of Assets | $ 250,000 | ||
Asset Purchase Agreement [Member] | Vnue Washington [Member] | |||
Stock Issued During Period, Shares, Purchase of Assets | 6,709,775 | ||
Shares Issued, Price Per Share | $ 0.0304 | ||
Stock Issued During Period, Value, Purchase of Assets | $ 204,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Note payable to officer | $ 54,643 | $ 86,016 | |
Advances from stockholders | 14,720 | $ 720 | |
Broadcast Institute of Maryland [Member] | |||
Business Combination, Consideration Transferred, Total | $ 52,037 | ||
MANN [Member] | |||
Stock Redeemed or Called During Period, Shares | 21,885,591 | ||
Advisory Agreement Description | the Company entered into an Advisory Agreement with MANN. Such Advisory Agreement provided for MANNs continued and ongoing advisory services to the Company until December 31, 2015 and MANN was be paid $25,000 for providing such Advisory Services, which was due and payable on or before December 31, 2015. Such amount is included in accrued expenses at December 31, 2015. |
Note Payable (Details)
Note Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Notes payable | $ 59,000 | |
Tarpon [Member] | ||
Notes payable | 50,000 | |
Individual [Member] | ||
Notes payable | $ 9,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 1 Months Ended | |||
Jun. 15, 2015 | Dec. 31, 2015 | Dec. 17, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||||
Notes Payable, Current, Total | $ 59,000 | |||
Principal amount | $ 9,000 | |||
Bear interest | 7.00% | |||
Tarpon Bay Partners LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Maturity Date | Dec. 31, 2015 | |||
Principal amount | $ 50,000 | |||
Bear interest | 10.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 55,000 | $ 96,000 | |
Debt Instrument, Unamortized Discount | (30,556) | (85,333) | |
Convertible Debt, Total | 24,444 | 10,667 | |
Convertible Notes Issuance One [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 25,000 | 25,000 | |
Convertible Notes Issuance Two [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 1,500 | 15,000 | $ 15,000 |
Convertible Notes Issuance Three [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 28,500 | $ 56,000 |
Convertible Notes Payable (De32
Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Aug. 20, 2014 | Aug. 14, 2014 | |
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 55,000 | $ 96,000 | |||
Repayments of Convertible Debt | 41,000 | ||||
Convertible Notes Issuance Three [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 28,500 | 56,000 | |||
Debt Instrument, Term | 36 months | ||||
Repayments of Convertible Debt | $ 27,500 | ||||
Convertible Notes Issuance Two [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,500 | 15,000 | $ 15,000 | ||
Debt Instrument, Term | 36 months | ||||
Repayments of Convertible Debt | $ 13,500 | ||||
Convertible Notes Issuance One [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 25,000 | $ 25,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Instrument, Term | 36 months | ||||
Note Holder One [Member] | Convertible Notes Issuance Three [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | 35,000 | ||||
Note Holder One [Member] | Convertible Notes Issuance One [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 5,000 | ||||
Note Holder Two [Member] | Convertible Notes Issuance Three [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 21,000 | ||||
Note Holder Two [Member] | Convertible Notes Issuance One [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 10,000 | ||||
Next Equity Financing [Member] | Convertible Notes Issuance Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | ||||
Next Equity Financing [Member] | Convertible Notes Issuance Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | ||||
Next Equity Financing [Member] | Convertible Notes Issuance One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing | ||||
Corporate Transaction [Member] | Convertible Notes Issuance Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion | ||||
Corporate Transaction [Member] | Convertible Notes Issuance Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion | ||||
Corporate Transaction [Member] | Convertible Notes Issuance One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion | ||||
Maturity Conversion [Member] | Convertible Notes Issuance Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. | ||||
Maturity Conversion [Member] | Convertible Notes Issuance Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. | ||||
Maturity Conversion [Member] | Convertible Notes Issuance One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. | ||||
Note Holder Three [Member] | Convertible Notes Issuance One [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 10,000 |
Convertible Notes Payable (De33
Convertible Notes Payable (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Notes Payable Details 1 | ||
Convertible notes payable, net | $ 11,441 | $ 3,116 |
Convertible notes payable, related party, net | 13,003 | 7,551 |
Total | $ 24,444 | $ 10,667 |
Convertible Notes Payable (De34
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Notes Payable Details Narrative | ||
Derivative value in excess of convertible notes | $ 152,952 | |
Amortization of debt discount | 54,778 | 10,667 |
Debt Instrument, Unamortized Discount | (30,556) | (85,333) |
Sale of convertible notes payable | 96,000 | |
Recorded derivative liability | $ 248,952 |
Derivative Liability (Details)
Derivative Liability (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 188.00% |
Year One [Member] | 8/14/14 [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 104.00% |
Year One [Member] | 8/20/14 [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 109.00% |
Year One [Member] | 8/31/14 [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 109.00% |
Year One [Member] | 9/30/14 [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 109.00% |
Year One [Member] | 12/31/14 [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 119.00% |
Year One [Member] | 3/31/15 [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 122.00% |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | May 29, 2015 | Jan. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||||
Recorded derivative liability | $ 248,952 | |||
Derivative liabilities | $ 249,246 | $ 215,748 | ||
Common Stock, Shares, Outstanding | 640,913,164 | 402,483,881 | ||
Sale of Stock, Price Per Share | $ 0.065 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.01261 | |||
Fair Value Assumptions, Expected Volatility Rate | 188.00% | |||
Fair Value, Discount Rate | 0.85% | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Fair Value Assumptions, Expected Term | 1 year 8 months 1 day | |||
Change in fair value of derivative liability | $ 83,156 | $ (33,204) | ||
Gain on extinguishment of derivative liability | $ (49,658) | |||
Private Placement [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Common Stock, Shares, Outstanding | 686,320 | |||
Sale of Stock, Price Per Share | $ 1.53 | |||
VNUE Common Stock [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Common Stock, Shares, Outstanding | 9,491,961 | |||
TGRI capitalization [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Common Stock, Shares, Outstanding | 477,815,488 | |||
Sale of Stock, Price Per Share | $ 0.0304 | |||
Minimum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.0124 | |||
Maximum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.0282 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Sep. 10, 2015 | Sep. 08, 2015 | Jul. 27, 2015 | Jul. 23, 2015 | May 29, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 15, 2015 | Jul. 31, 2014 |
Class of Stock [Line Items] | |||||||||
Common Stock, Shares, Issued | 640,913,164 | 402,483,881 | |||||||
Sale of Stock, Price Per Share | $ 0.065 | ||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 9,561,381 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 350,390 | ||||||||
Common stock value | $ 64,091 | $ 40,248 | |||||||
Sale of Stock, Description of Transaction | the purchase price for the Shares shall be equal to 90% of the lowest Closing Price during the Valuation Period as such capitalized terms are defined in the Agreement. | ||||||||
Sale of Stock, Percentage of Ownership after Transaction | 9.99% | ||||||||
Preferred Stock, shares issued | 0 | 6,709,775 | |||||||
Common Stock, Conversion | The holder of the preferred stock exercised that conversion on May 29, 2015 and received 6,709,775 in exchange for 6,709,775 shares of preferred stock. | ||||||||
Lively, LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares issued | 133,334 | ||||||||
Preferred Stock, value per share | $ 1.53 | ||||||||
Preferred Stock, value | $ 204,000 | ||||||||
Dean Graziano [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 3,500,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 96,159 | ||||||||
Tarpon Bay Partners LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase common stock | $ 5,000,000 | ||||||||
Principal amount of promissory Note | $ 50,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
Debt Instrument, Maturity Date | Dec. 31, 2015 | ||||||||
Shares To Be Issued [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common Stock, Shares, Issued | 1,583,334 | ||||||||
Stock Issued During Period, Shares, New Issues | 25,000 | ||||||||
Common stock share compensation | 791,667 | ||||||||
Common stock value | $ 81,146 | ||||||||
Common stock shares granted | 1,000,000 | ||||||||
Shares To Be Issued One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | 27,474 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,625 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | ||||||||
Common stock share compensation | 50,000 | ||||||||
Common stock value | $ 16,667 | ||||||||
Shares Issued for Services [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,400,027 | ||||||||
Stock Issued During Period, Shares, New Issues | 46,048,116 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 218,333 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 9,875,001 | ||||||||
Common Stock Issued For Cash One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 0.017 | ||||||||
Common Stock Issued For Cash [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of common stock | 22,572,344 | ||||||||
Sale of Stock, Price Per Share | $ .03 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 686,320 | ||||||||
Common Stock Issued to Founders [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common Stock, Shares, Issued | 392,922,500 | ||||||||
Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of common stock | 14,928,938 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 260,000 | ||||||||
Matheau J. W. Stout [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 906,462 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 29,814,384 | ||||||||
Non-assessable shares | 29,814,384 |
Income Taxes (Detail Narrative)
Income Taxes (Detail Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes Detail Narrative | |
Net operating loss carry forward | $ 4,077,000 |
Expiry date | 2,030 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | Nov. 02, 2015 | Oct. 27, 2015 | Dec. 31, 2015 |
Hughes Media Law Group Inc [Member] | |||
Other Commitments [Line Items] | |||
Defendant period | 60 days | ||
Hughes Media Law Group Inc [Member] | April 4, 2014 [Member] | |||
Other Commitments [Line Items] | |||
Unpaid legal fees | $ 130,553 | ||
I Break Horses [Member] | |||
Other Commitments [Line Items] | |||
Agreement effective date | Oct. 27, 2015 | ||
Percentage receive of net income | 30.00% | ||
Universal Music [Member] | |||
Other Commitments [Line Items] | |||
Agreement effective date | Sep. 8, 2015 | ||
Validity period of License agreement | 2 years | ||
Minimum guarantee provision | $ 50,000 | ||
Minimum guarantee provision due date | 10 days | ||
First Installment | September 2,015 | ||
Amortization amount recorded Operating expenses | $ 12,500 | ||
Prepaid amount of amortzation | $ 37,500 | ||
Universal Music [Member] | Second Year [Member] | |||
Other Commitments [Line Items] | |||
Minimum guarantee provision | $ 50,000 | ||
Minimum guarantee provision, second year | second year |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 10, 2016 | May 09, 2016 | Mar. 02, 2016 | Jan. 02, 2016 | Jul. 18, 2018 | Sep. 30, 2016 | Mar. 28, 2016 | Feb. 26, 2016 | Feb. 18, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Jun. 15, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | Aug. 31, 2016 |
Subsequent Event [Line Items] | |||||||||||||||
Registered common stock | 9,561,381 | ||||||||||||||
Purchase agreement price | $ 5,000,000 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal of convertible note | $ 100,000 | ||||||||||||||
Interest rate on convertible note | 10.00% | ||||||||||||||
Equity funding received | $ 1,000,000 | ||||||||||||||
Equity funding percentage | 85.00% | ||||||||||||||
Additional amount borrowed | $ 100,000 | ||||||||||||||
Common shares granted | 10,000,000 | ||||||||||||||
Common stock granted, value | $ 33,000 | ||||||||||||||
Principal amount increased | $ 200,000 | $ 150,000 | $ 250,000 | ||||||||||||
Subsequent Event [Member] | Change in Control - Transfer of Ownership [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Fair market value of shares | $ 491,153 | ||||||||||||||
Subsequent Event [Member] | Shares to be Issued [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common shares granted | 10,000,000 | ||||||||||||||
Common stock granted, value | $ 650,000 | ||||||||||||||
Exchange of common stock | $ 5,000 | ||||||||||||||
Subsequent Event [Member] | February 2016 Equity Purchase Agreement with Tarpon Bay Partners, LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal of promissory note | $ 25,000 | ||||||||||||||
Purchase price for share percent | 125.00% | ||||||||||||||
Common stock outstanding rate | 9.99% | ||||||||||||||
Equity purchase agreement | 24 months | ||||||||||||||
Interest rate on promissory note | 10.00% | ||||||||||||||
Purchased shares | 2,500,000 | 2,500,000 | |||||||||||||
Subscription receivable | $ 25,000 | ||||||||||||||
Purchase agreement price | $ 10,000,000 | ||||||||||||||
Subsequent Event [Member] | Tarpon Bay Partners LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock at conversion price | 80.00% | ||||||||||||||
Trading days preceding conversion date | The amendment added a conversion feature to the Note so that the Note and all accrued interest are convertible into shares of the Company’s common stock at a conversion price equal to 80% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date, and the maturity date was extended to December 31, 2016 | ||||||||||||||
Principal of promissory note | $ 10,075 | ||||||||||||||
Interest of promissory note | $ 10,310 | ||||||||||||||
Principal amount converted shares | 1,144,925 | ||||||||||||||
Interest amount converted shares | 2,343,150 |