Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | VNUE, Inc. | ||
Entity Central Index Key | 0001376804 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Common Stock Shares Outstanding | 1,211,495,162 | ||
Entity Public Float | $ 269,723 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 4,458 | $ 52,096 |
Prepaid expenses | 100,000 | 0 |
Total current assets | 104,458 | 52,096 |
Total assets | 104,458 | 52,096 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,372,072 | 1,018,145 |
Shares to be issued | 247,707 | 0 |
Accrued payroll-officers | 209,750 | 68,000 |
Advances from former officer | 720 | 720 |
Notes payable | 34,000 | 34,000 |
Deferred revenue | 74,225 | 0 |
Convertible notes payable, net | 1,956,922 | 1,486,067 |
Purchase liability | 300,000 | 300,000 |
Derivative liability | 3,156,582 | 922,509 |
Total current liabilities | 8,351,979 | 3,829,441 |
Total liabilities | 8,351,979 | 3,829,441 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock, par value $0.0001: 20,000,000 shares authorized 4,126,776 issued and outstanding | 413 | 413 |
Common stock, par value $0.0001, 2,000,000,000 shares authorized; 1,211,495,162 and 770,883,602 shares issued and outstanding, respectively | 121,149 | 77,088 |
Additional paid-in capital | 8,386,593 | 8,099,346 |
Common stock to be issued, 5,204,352 and 5,204,352 shares, respectively | 0 | 247,707 |
Accumulated deficit | (16,755,676) | (12,201,899) |
Total stockholders' deficit | (8,247,521) | (3,777,345) |
Total Liabilities and Stockholders' Deficit | $ 104,458 | $ 52,096 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Deficit | ||
Common stock to be issued, shares | 5,204,352 | 5,204,352 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 4,126,776 | 4,126,776 |
Preferred stock, shares outstanding | 4,126,776 | 4,126,776 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,211,495,162 | 770,883,062 |
Common stock, shares outstanding | 1,211,495,162 | 770,883,062 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues - related party | $ 22,474 | $ 206,161 |
Direct costs of revenue | 8,509 | 211,031 |
Gross margin (loss) | 13,965 | (4,870) |
Operating expenses: | ||
Research and development | 0 | 12,404 |
General and administrative | 601,022 | 1,177,756 |
Intangible asset impairment | 0 | 132,397 |
Total costs and expenses | 601,022 | 1,322,557 |
Operating loss | (587,058) | (1,327,427) |
Other income (expense), net | ||
Change in fair value of derivative liability | (2,234,073) | 1,179,556 |
Loss on the extinguishment of debt | (263,609) | (532,529) |
Gain on settlement of obligations | 0 | 35,534 |
Financing costs | (1,469,037) | (755,232) |
Other income (expense), net | (3,966,719) | (72,671) |
Net income (loss) | $ (4,553,777) | $ (1,400,098) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||
Basic and diluted | 1,135,193,463 | 447,194,161 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Preferred Shares [Member] | Common Stock | Additional Paid-In Capital | Shares to be Issued [Member] | Deficit [Member] |
Balance, shares at Dec. 31, 2018 | 105,635,816 | |||||
Balance, amount at Dec. 31, 2018 | $ (4,054,329) | $ 0 | $ 10,563 | $ 6,493,070 | $ 243,839 | $ (10,801,801) |
Shares issued upon conversion of notes payable, shares | 640,276,078 | |||||
Shares issued upon conversion of notes payable, amount | 959,290 | $ 64,028 | 895,262 | |||
Issuance of Series A Preferred Stock, shares | 4,127,776 | |||||
Issuance of Series A Preferred Stock, amount | 590,129 | $ 413 | 589,716 | |||
Shares issued for settlement of accounts payable to former officer, shares | 11,428,571 | |||||
Shares issued for settlement of accounts payable to former officer, amount | 30,857 | $ 1,143 | 29,714 | |||
Shares issued for settlement of accounts payable, shares | 541,912 | |||||
Shares issued for settlement of accounts payable, amount | 704 | $ 54 | 650 | |||
Shares issued on conversion of accrued payroll to officers, shares | 15,057,143 | |||||
Shares issued on conversion of accrued payroll to officers, amount | 40,654 | $ 1,506 | 39,149 | |||
Gain on extinguishment of accrued payroll to officers recorded as contributed capital | 12,046 | 12,046 | ||||
Shares to be issued for financing cost | 3,500 | 3,500 | ||||
Shares to be issued for services, shares | 2,500,000 | |||||
Shares to be issued for services, amount | $ 3,368 | $ 250 | 2,750 | 368 | ||
Shares returned by former officer, shares | 4,555,918 | (4,555,918) | ||||
Shares returned by former officer, amount | $ 0 | $ (456) | 456 | |||
Warrants issued for notes amendment | 36,533 | 36,533 | ||||
Net loss | (1,400,098) | (1,400,098) | ||||
Balance, shares at Dec. 31, 2019 | 4,126,776 | 770,883,602 | ||||
Balance, amount at Dec. 31, 2019 | (3,777,345) | $ 413 | $ 77,088 | 8,099,346 | 247,707 | (12,201,899) |
Net loss | (4,553,777) | (4,553,777) | ||||
To reclassify shares to be issued to a liability | (247,707) | (247,707) | ||||
Conversion of notes payable to common shares, shares | 422,572,017 | |||||
Conversion of notes payable to common shares, amount | 320,074 | $ 42,257 | 277,817 | |||
Shares issued to pay interest expense, shares | 17,539,543 | |||||
Shares issued to pay interest expense, amount | 11,084 | $ 1,754 | 9,330 | |||
Shares issued for services, shares | 500,000 | |||||
Shares issued for services, amount | 150 | $ 50 | 100 | |||
Balance, shares at Dec. 31, 2020 | 4,126,776 | 1,211,495,162 | ||||
Balance, amount at Dec. 31, 2020 | $ (8,247,521) | $ 413 | $ 121,149 | $ 8,386,593 | $ 0 | $ (16,755,676) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (4,553,777) | $ (1,400,098) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Change in the fair value of derivatives | 2,234,073 | (1,179,556) |
Derivative value considered financing costs | 138,828 | |
Gain on the settlement of vendor obligations | (35,534) | |
Loss on the extinguishment of debt | 532,529 | |
Amortization of debt discount | 78,013 | 389,793 |
Amortization of intangible assets | 101,032 | |
Impairment of intangible assets | 132,397 | |
Warrants issued for financing costs | 36,533 | |
Issuance of preferred stock for services | 590,129 | |
Shares issued for financing costs | 253,194 | 3,500 |
Shares issued for services | 100 | 3,368 |
Changes in operating assets and liabilities | ||
Gain on debt forgiveness | (15,500) | |
Prepaid expenses | (100,000) | 666 |
Accounts payable and accrued interest | 1,395,177 | 132,008 |
Shares to be issued | 0 | 0 |
Deferred revenue | 74,225 | 0 |
Accrued payroll officers | 100,500 | 68,000 |
Net cash (used in) operating activities | (518,493) | (501,905) |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable | 0 | 25,000 |
Payoff of convertible note | (45,134) | (30,000) |
Proceeds from the issuance of convertible notes | 515,989 | 540,810 |
Net cash provided by financing activities | 470,855 | 535,810 |
Net Increase (Decrease) In Cash | (47,638) | 33,905 |
Cash At The Beginning Of The Period | 52,096 | 18,191 |
Cash At The End Of The Period | 4,458 | 52,096 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Financing Activities | ||
Common shares issued upon conversion of notes payable and accrued interest | 0 | 959,290 |
Common shares issued in settlement of accounts payable and accrued expenses | 0 | 31,561 |
Common shares issued upon conversion of accrued payroll | 0 | 40,654 |
Fair value of derivative created upon issuance of convertible debt recorded as debt discount | 0 | 218,637 |
Capital contribution upon conversion of accrued payroll for officer/shareholder | $ 0 | $ 12,046 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
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. On May 29, 2015, VNUE, Inc. entered into a merger agreement with VNUE Washington, Inc. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of any class or series of VNUE Washington were exchanged for an aggregate of 50,762,987 shares of TGRI common stock. As a result of the Merger, VNUE Washington became a wholly-owned subsidiary of the Company, and the transaction was accounted for as a reverse merger with VNUE Washington deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. The Company is developing technology driven solutions for Artists, Venues and Festivals to automate the capturing, publishing, and monetization of their content, as well as protection of their rights. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the year ended December 31, 2020 the Company incurred a net operating loss of $4,553,777 used cash in operations of $518,493 and had a stockholders’ deficit of $16,755,676 as of December 31, 2020. In addition we had negative working capital of $8,247,522. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The Company does not have any commitments for additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2020, consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. On December 31, 2020, the Company had cash on hand of $4,458. In February 2021, the Company raised an additional $150,000 from the issuance of notes payable that was used for corporate operating purposes. Management estimates that the current funds on hand will be sufficient to continue operations through July, 2021. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. Historically, the Company has been able to fund its operations from the proceeds of notes payable and convertible notes. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing. |
SIGNIFICANT AND CRITICAL ACCOUN
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | |
Note 2 - SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | Basis of Consolidation The Company consolidates all wholly-owned and majority-owned subsidiaries in which the Company’s power to control exists. The Company consolidates the following subsidiaries and/or entities: Name of consolidated subsidiary or Entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/ disposition, if applicable) Attributable interest VNUE Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % VNUE Inc. (VNUE Washington) The State of Washington October 16, 2014 100 % VNUE LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts The Company recognizes revenue on the sale CDs and USB drives that contain the recording of live concerts and made available to concert attendees immediately after the show and on-line. Revenue is recognized on the sale of a product when our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates include the assumptions used for impairment testing of intangible assets, assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates. Fair Value of Financial Instruments The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The fair value of the derivative liabilities of $3,156,582 and $922,509 on December 31, 2020, and December 31, 2019, respectively, were valued using Level 3 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 consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Income (Loss) per Common Share Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on December 31, 2020, because their impact was anti-dilutive. As of December 31, 2020, the Company had 23,805,027 outstanding warrants and 1,948,265,842 shares related to convertible notes payables respectively, which were excluded from the computation of net loss per share. Intangible Assets The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. As of December 31, 2020 based on the assessment of Management, the Company determined that its intangible asset had been impaired. Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact on the Company’s financial statements since all Company leases are month to month, or short-term rentals. |
PREPAID EXPENSE
PREPAID EXPENSE | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSE | |
NOTE 3 - PREPAID EXPENSE | On Jan 9th, 2020, the Company entered into an agreement with recording and performance artist, Matchbox Twenty “MT Agreement”), to record its 2020 tour and sell limited edition double CD sets, download cards, and digital downloads. As part of the deal, the Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4th. We have recorded this amount as a prepaid expense on our consolidated balance sheet as of December 31, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 4 - RELATED PARTY TRANSACTIONS | DiscLive Network On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”) to formalize the terms of the Strategic Alliance entered into by the Company with DiscLive on July 21, 2016. VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services. DiscLive is controlled by our Chief Executive Officer. Revenues of $22,474 and $206,161 and direct cost of revenues of$8,509 and $211,031 during the years ended December 31, 2020, and 2019, respectively, were recorded using the assets licensed under this agreement. For the periods ended December 31, 2020 and 2019. The fees would have amounted to $1,124 and $10,308 respectively. Our Chief Executive Officer agreed to waive the right to receive these license fees for both years. Accrued Payroll to Officers Accrued payroll to officers was $209,750 and $68,000 respectively, as of December 31, 2020, and December 31, 2019, respectively. During the year ended December 31, 2019, the Company entered into a conversion and cancellation of a debt agreement with its Chief Executive Officer. The Company agreed to convert accrued payroll of $52,700 into 15,057,143 shares of the Company’s stock, valued at $40,654 using the closing market price of the Company’s stock on the date of the conversion and cancellation of debt agreements. The difference between the total accrued payroll converted of $52,700, and the market value of the shares issued of $40,654, was recorded as contributed capital of $12,046 in the consolidated statements of stockholders’ deficit for the year ended December 31, 2019. The Chief Executive Officers’ compensation is $170,000 per year all of which was expensed during the years ended December 31, 2020 and 2019; of which $129,500 and $102,000 has been paid and $108,500 and $68,000 was outstanding as of December 31, 2020 and 2019, respectively. Advances from Officers/Stockholders From time to time, officers/stockholders of the Company advance funds to the Company for working capital purposes. During the year ended December 31, 2019, a former employee and stockholder agreed to forgive $14,000 owed by the Company. The Company recorded the $14,000 as a gain on the settlement of debt, leaving a remaining balance of $720 on December 31, 2019. Transactions with Former Director and Officer On September 15, 2017, the Company entered into an Advisory Agreement with Louis Mann (“MANN”), a former officer and director with the Company who previously resigned as an officer and director on August 26, 2015 after a short stint. He was re-appointed to the board on June 23, 2018, while continuing to serve in under the Advisory agreement. The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for nine (9) months and with automatic nine (9) months renewals unless terminated per the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month. Mann is still currently still engaged with the company, and serves as Executive Vice President as well as Director, as noted above. As of December 31, 2018, $40,000 of cash compensation was owed to MANN under the Advisory Agreements and included in accounts payable and accrued expenses. On March 4, 2019, the Company and MANN entered into a conversion and cancellation of debt agreement relating to the $40,000 cash compensation balance outstanding on December 31, 2018. The Company issued 11,428,571 shares of common stock, at $0.0035 per share, as payment in full for the $40,000 balance outstanding on December 31, 2018. The difference between the total obligations of $40,000 that MANN converted, and the market value of the shares issued of $30,857, was recorded as a gain on settlement of obligations of $9,143 in other income in the consolidated statements of operations for the year ended December 31, 2019. During the year ended December 31, 2019, the Company recorded $45,000 of compensation relating to the agreement and made payments of $3,750 leaving a balance owed to MANN of $41,250 on December 31, 2019, which is included in accounts payable and accrued expenses. In May 2019, the Company awarded MANN, 748,429 shares of Series A Preferred Stock. During the year ended December 31, 2020, $60,000 in compensation was accrued for MANN and no payments were made to him. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability. The following table sets forth the components of the Company’s accrued liabilities on December 31, 2020, and December 31, 2019. December 31, 2020 December 31, 2019 Accounts payable and accrued expense (includes $41,250 to a former officer and director at December 31, 2019, Note 4) $ 587,230 577,115 Accrued interest 466,801 271,621 Accrued interest and penalties Golock(a) 1,172,782 - Soundstr Obligation 145,259 169,409 Total accounts payable and accrued liabilities $ 2,372,072 1,018,145 (a) The Company strongly disagrees with the accrued interest and penalties claimed by Golock in regard to their notes, and intends to arbitrate or litigate this amount if a settlement on a vastly reduced amount cannot be reached. |
PURCHASE LIABILITY
PURCHASE LIABILITY | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
NOTE 6 - PURCHASE LIABILITY | On October 16, 2017, the Company entered into an agreement with PledgeMusic, Inc. (the “Seller”), whereby the Company acquired the digital live music distribution platform “Set.fm” from PledgeMusic.The purchase price for the acquisition was comprised of $50,000 paid in cash, and a purchase liability of $300,000, for an aggregate purchase price of $350,000. The Company assigned $350,000 of the purchase price to intellectual property, of which $116,668 was amortized in 2018. As of December 31, 2018, the Company recorded an impairment charge of the remaining balance of $204,165. The purchase liability is payable on the net revenues derived from VNUE’s live recording and content business and must be paid in full to the Seller no later than the three (3) year anniversary of the date of the agreement, or October 16, 2020. If the Company fails to pay the Seller the purchase liability on time, the Seller may request at any time within one hundred eighty days (180) days following the (3) year anniversary of the asset purchase agreement, that the Company immediately forfeit, convey, assign, and transfer to the Seller all or any of the Purchased Assets so requested by the Seller for no additional consideration. For the years ended December 31, 2019 and 2018, there was no net revenue derived from the acquired assets and accordingly, no payments were made on the earnout. The balance due on December 31, 2020 and 2019 was $300,000. |
SHARES TO BE ISSUED
SHARES TO BE ISSUED | 12 Months Ended |
Dec. 31, 2020 | |
SHARES TO BE ISSUED | |
NOTE 7 - SHARES TO BE ISSUED | As of December 31, 2018, the Company had not yet issued 3,964,352 shares of common stock with a value of $243,839 for past services provided and for an acquisition. During the year ended December 31, 2019 the Company became obligated to issue an additional 240,000 shares of common, valued at $184, per the terms of a consulting agreement , and 1,000,000 shares of common stock valued at $3,500, as consideration for amending an existing convertible note. As of December 31, 2020 and 2019, the Company had not yet issued 5,204,352 shares of common stock with a value of $247,707. |
NOTES PAYABLE -PAST DUE
NOTES PAYABLE -PAST DUE | 12 Months Ended |
Dec. 31, 2020 | |
NOTES PAYABLE -PAST DUE | |
NOTE 8 - NOTES PAYABLE -PAST DUE | On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note was due within 10 business days of the Company receiving notice of the effectiveness of its Form S-1 filed on February 22, 2016. Failure to make payment during that 10 business day period shall constitute an Event of Default, as a result of which the note will become immediately due and payable and the balance will bear interest at 7%. The Company’s Form S-1 was declared effective on March 8, 2016, and payment was due before March 22, 2016. The Company did not repay the note before March 22, 2016; therefore, the note is in default with an interest rate of 7%. On April 30, 2019, the Company issued an unsecured Promissory Note in the principal amount of $25,000. The Note is due and payable on August 30, 2019, along with $5,000 worth of interest. The Promissory Note is past due, however, the maker of the Note has verbally agreed not to call a default. During the years ended December 31, 2020 and 2019; the Company recorded $15,630 and $5,630, respectively, of accrued interest expense on these two Notes. The balance of the Notes Payable outstanding was $34,000 and $9,000 as of December 31, 2020, and December 31, 2019, respectively and are past due. |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | |
NOTE 9 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES | Convertible notes payable consist of the following: December 31, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes (b) 1,336,208 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 238,203 299,069 Total Convertible Notes 1,956,922 1,564,080 Debt discount - (78,013 ) Convertible notes, net $ 1,956,922 $ 1,486,067 (a) In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a “pre-money” valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a “pre-money” valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The notes are due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The balance of the notes outstanding was $45,000 as of December 31, 2018. On March 4, 2019, a note holder elected to forgive and cancel their outstanding convertible note balance of $1,500, which the Company recorded as a gain on extinguishment of debt in the accompanying consolidated statement of operations. The balance of the notes outstanding was $43,500 as of December 31, 2019 of which $28,500 was due to related parties. (b) On May 9, 2016, the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The note is secured by the Company’s rights, titles and interests in all the Company’s tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. On April 12, 2018, and again on August 15, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $190,500 to a total of $707,500, and extended the maturity date to May 9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. This feature gave rise to a derivative liability of $135,900 during the period ended December 31, 2018 that is discussed below. During the year ended December 31, 2018, the Company borrowed an additional $190,500. The balance of notes outstanding was $707,500 as of December 31, 2018 and the balance of the debt discount was $70,078. On November 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory note dated May 9, 2016 along with subsequent amendment and fundings that followed. Under the terms of Ylimit Amendment One, Ylimit extended maturity date of all outstanding convertible debt due to them by the company, to a new maturity date of February 09, 2020. Ylimit received no consideration for this amendment. By verbal agreement Ylimit increased the Company’s borrowing limits by $175,000 and extended this amount of additional funding to the Company during the last three months of 2019 bring the total convertible note balance due to YLimit to a total of $882,500 as December 31, 2019. All note discount related to Ylimit was fully amortized as of December 31, 2019. On February 9, 2020, the Company entered into another amendment with Ylimit (“Ylimit Amendment Two”) to further extend the maturity date of all of the Company’s outstanding debt to August 9, 2020 including the $175,000 that Ylimit funded in the fourth quarter of 2019. Ylimit received no consideration for the Ylimit Amendment Two. During the year ended December 31, 2020, Ylimit provided another $453,708 in funding to the Company bringing their balance to $1,366,208 as of December 31, 2020. On January 5, 2021 the Company entered into Amendment Three to extend the maturity of all notes until February 9, 2022. Ylimit received no consideration for Amendment Three. (c) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company’s common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggyback registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017. On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company’s common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company’s common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount, and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of $553,000 at date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018. On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ending December 31, 2019 the Company issued new notes payable of $53,331 and $23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019, was $339,010. As of December 31, 2019, $285,679 of these notes were past due. As of December 31, 2020 all of the Golock notes amounting to $339,011 were past due. As a result Golock has assessed the Company additional penalties and interest pf $1,172,782. The Company has recorded this amount as an accrued liability as of December 1, 2020. The Company disagrees with the accrued interest and penalties due to Golock and intends to litigate this amount if a settlement on a vastly reduced amount, cannot be reached. (d) As of December 31, 2017 the Company had an outstanding convertible note payable of $61,000. During the year ended December 31, 2018, the Company entered into additional notes of $369,250. The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share. The issuance of notes with conversion features gave rise to derivative liabilities of $559,397 (see discussion below). As of December 31, 2018, the aggregate convertible notes balance to the five lenders was $426,964 and the related debt discount was $179,162. As of December 31, 2020 all $238,303 were past due. During the year ended December 31, 2019, the Company entered into additional notes of $256,000, with interest rates from 10% to 12%, and maturity dates ranging from January 22, 2020, to August 2, 2020, at conversion terms comparable to the terms above. The issuance of notes with conversion features gave rise to derivative liabilities of $357,465 (see discussion below). In addition, On April 29, 2019, one of the lenders entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, the Company issued (a) a warrant to purchase 2,966,986 shares of the Company’s common stock for a period of 48 months exercisable at a strike price of $.00475 with a fair value of $5,934, and (b) the conversion price of outstanding notes was changed from $.015 to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ended December 31, 2019, convertible notes of $388,207 and accrued interest were converted into 540,276,078 shares of common stock. As of December 31, 2019, the aggregate convertible notes balance to the five lenders was $299,069 and the related debt discount was $ 33,667. As of December 31, 2019, $96,069 of these notes were past due. In total, during 2019 convertible notes and accrued interest aggregating $411,309 were converted into 640,276,078 common shares with a fair value of $959,290 and recognized loss on settlement of debt of $548,029 during the year ended December 31, 2019. On December 31, 2019, the aggregate balance of the fair value of the notes outstanding was $1,564,080 and the related debt discount was $78,013. As of December 31, 2019, the above notes are convertible into 3,334,494,813 shares of common stock. During the year ended December 31, 2020, $56,466 of the principal balance and $8,600 of interest was converted to 440,111,560 shares of common stock. The Company recorded a loss on the extinguishment of debt on these two conversions of $263,609. Additionally, the Company paid $4,400 to reduce the principal balance. These were the only note conversions during the year ended December 31, 2020. Summary On December 31, 2020, the aggregate balance of the fair value of all convertible notes outstanding was 1,956,922 and the related debt discount was $-0-, or a net balance of $1,956,922. Of this amount, $620,714 in principal was past due. As of December 31, 2020, the above notes are convertible into 1,948,265,842 shares of common stock. The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Consolidated Statement of Operations. The discount is being amortized using the effective interest rate method over the life of the debt instruments. The balance of the unamortized note discount on December 31, 2017 was $198,025. During the year ended December 31, 2018, the Company issued $583,750 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $1,329,389 of which $483,635 was recorded as a debt discount, and the remaining $845,754 was recorded as a financing cost. During the year ended December 31, 2018, the amortization of debt discount was $432,419 which is included in financing costs on the Company’s statement of operations. The balance of the unamortized note discount on December 31, 2018 was $249,241. During the year ended December 31, 2019, the Company issued $484,331 of convertible notes whose conversion features created a derivative liability upon issuance with a fair value of $357,465 of which $218,637 was recorded as a debt discount, and the remaining $138,828 was recorded as a financing cost. During the year ended December 31, 2019, the amortization of debt discount was $389,793 which is included in financing costs on the Company’s statement of operations. The balance of the unamortized note discount on December 31, 2019 was $78,013. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2020 | |
DERIVATIVE LIABILITY | |
NOTE 10- DERIVATIVE LIABILITY | The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described in Note 6 were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of December 31, 2020 and 2019, the derivative liabilities were valued using probability weighted option pricing models with the following assumptions: December 31, 2020 December 31, 2019 Exercise Price $ 0.0015-0.0018 $ 0.00015–0.00018 Stock Price .0114 $ 0.0003 Risk-free interest rate .17 % 1.59 % Expected volatility 737.80 236 % Expected life (in years) 1.00 1.00 Expected dividend yield 0 % 0 % Fair Value: $ 3,156,582 $ 922,509 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future. During the year ended December 31, 2019, the Company recorded derivative liabilities of $357,465 related to the issuance of certain new convertible notes, a modification of $189,186 relating to an additional derivative, and recognized $1,179,556 as other income, which represented the net change in the value of the derivative liability at December 31, 2019. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS DEFICIT | |
NOTE 11 - STOCKHOLDERS' DEFICIT | On July 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which, 5,000,000 were designated as Series A Convertible Preferred Stock. Common stock The Company has authorized 2,000,000,000 shares of $0.0001 par value common stock. As of December 31, 2020 and December 31, 2019 there were 1,211,495,162 and 770,883,062 shares of common stock issued and outstanding respectively. Common stock returned by a director or officer During the year ended December 31, 2019, a former Company director voluntarily returned 4,555,918 shares of Company common stock to Treasury. These shares were valued at par value of $456 and decreased common stock and increased paid-in capital by the same amount, so the transaction had no impact on the Company’s equity. Shares issued for services During the year ended December 31, 2020, the Company issued 500,000 shares to the vendor who supplied consulting services to the Company. The Company recorded consulting expense of $150 related to this issuance. During the year ended December 31, 2019, the Company issued 2,500,000 shares to the vendor who supplied consulting services to the Company. The Company recorded consulting expense of $3,368 related to this issuance. Shares issued to retire trade debt During the year ended December 31, 2019, the Company reached agreement with a vendor to retire approximately $27,096 in debt at a price of $0.05 per share and issued the vendor 541,912 shares pursuant to the agreement. At the time of the settlement of the debt the Company’s common stock was trading at a price of $.0013, so the Company recognized a profit of $26,391 upon the extinguishment of the debt Preferred Stock Series A As of December 31, 2020 and 2019, the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,126,776 shares of Series A Preferred Stock issued and outstanding. On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776 restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders shall be entitled to share among dividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A Preferred Stock have no liquidation or redemption preference rights but get treated as common stockholders on an as converted basis. The Company believes that the issuance of the Series A Preferred Stock was exempt from the registration requirements under the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act in that said transaction did not involve a public solicitation and said restricted shares were issued to only a small number of employees and consultants with an ongoing relationship with the Company. The Company determined the fair value of the preferred shares to be $590,129 which is included as stock-based compensation in general and administrative expense on the Company’s statements of operations for the year ended December 31, 2019. Warrants No warrants were issued during the year ended December 31, 2020. During the year ended December 31, 2019, the Company issued 15,800,319 warrants to two convertible noteholders as consideration for extending the term of their convertible notes. The warrants are exercisable for a period of four years at a strike price of $0.00475. As a result of the issuance of these warrants, the company recorded a financing expense of $36,533. A summary of warrants for the years ended December 31, 2020 and December 31, 2019, is as follows: Number Weighted of Average Warrants Exercise Balance outstanding, December 31, 2018 8,004,708 0.014 Warrants granted 15,800,319 .00475 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2019 23,805,027 0.079 Warrants granted - - Warrants exercised - - Warrants expired or forfeited - - Balance outstanding and exercisable, December 31, 2020 23,805,027 $ 0.0079 Information relating to outstanding warrants on December 31, 2020, summarized by exercise price, is as follows: Outstanding and Exercisable Weighted Exercise Price Per Average Share Shares Life (Years) Exercise Price $ 0.010-0.015 8,004,708 0.14 $ 0.014 $ 0.004750 15,800,319 2.58 $ 0.00475 The weighted-average remaining contractual life of all warrants outstanding and exercisable on December 31, 2020, is .96 years. The outstanding and exercisable warrants outstanding on December 31, 2020, had no intrinsic value. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENT AND CONTINGENCIES | |
NOTE 12 - COMMITMENT AND CONTINGENCIES | Joint Venture Agreement – Music Reports, Inc. On September 1, 2018, the Company entered into an initial joint venture (“JV”) agreement with Music Reports, Inc., (“MRI”). Music Reports (musicreports.com) will initially partner with VNUE to provide Performing Rights Organization (PRO) data to VNUE’s Soundstr MRT (music recognition technology) platform through its extensive Songdex database, and will eventually work with VNUE to integrate automated direct licensing capability and royalty payment and distribution into the Soundstr platform. The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of December 31, 2020, no net revenue was generated from the JV. Litigation None 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. As of December 31, 2020, the Company had not earned any revenue under this agreement. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
NOTE 13 - INCOME TAXES | Reconciliation between the expected federal income tax rate and the actual tax rate is as follows: Year Ended December 31, 2020 2019 Federal statutory tax rate 21 % 21 % State tax, net of federal benefit 6 % 6 % Total tax rate 27 % 27 % Allowance (27 )% (27 )% Effective tax rate - % - % The following is a summary of the deferred tax assets: Year Ended December 31, 2020 2019 Net operating loss carryforwards $ 3,060,000 2,434,000 Accrued compensation - - Deferred tax asset 3,060,000 2,434,000 Valuation allowance (3,060,000 ) (2,434,000 ) Net deferred tax asset $ - $ - The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2020, the Company had estimated net operating loss carry forwards of approximately $11,333,000 that may be available to reduce future years’ taxable income through 2032 subject to Section 382 limitations. 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. Additionally, the Company has not filed tax returns, therefore the potential realizability of this loss in future periods is indeterminable. 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, 2017 no liability for unrecognized tax benefits was required to be recorded. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 14 - SUBSEQUENT EVENTS | In February 2021, the Company entered into a $165,000 8% Convertible Note Agreement with an accredited investor that matures on November 16, 2021. The Note carried an original issue discount (OID) of 10% so the amount funded to the Company was $150,000.The note contains a conversion Price shall equal $.0171 (fixed price equaling 90% of the lowest variable weighted average price (“VWAP”) for 10 days preceding the Issue Date) (the “Fixed Conversion Price”), subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower. |
SIGNIFICANT AND CRITICAL ACCO_2
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | |
Basis of Consolidation | The Company consolidates all wholly-owned and majority-owned subsidiaries in which the Company’s power to control exists. The Company consolidates the following subsidiaries and/or entities: Name of consolidated subsidiary or Entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition/ disposition, if applicable) Attributable interest VNUE Inc. (formerly TGRI) The State of Nevada April 4, 2006 (May 29, 2015) 100 % VNUE Inc. (VNUE Washington) The State of Washington October 16, 2014 100 % VNUE LLC The State of Washington August 1, 2013 (December 3, 2014) 100 % |
Revenue Recognition | The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts The Company recognizes revenue on the sale CDs and USB drives that contain the recording of live concerts and made available to concert attendees immediately after the show and on-line. Revenue is recognized on the sale of a product when our performance obligation is completed which is when the risk of loss transfers to our customers and the collection of the receivable is reasonably assured, which generally occurs when the product is purchased. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates include the assumptions used for impairment testing of intangible assets, assumptions used to value the derivative liabilities, the valuation allowance for the deferred tax asset and the accruals for potential liabilities. Actual results could differ from these estimates. |
Fair Value of Financial Instruments | The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The fair value of the derivative liabilities of $3,156,582 and $922,509 on December 31, 2020, and December 31, 2019, respectively, were valued using Level 3 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 consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. |
Income (Loss) per Common Share | Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on December 31, 2020, because their impact was anti-dilutive. As of December 31, 2020, the Company had 23,805,027 outstanding warrants and 1,948,265,842 shares related to convertible notes payables respectively, which were excluded from the computation of net loss per share. |
Intangible Assets | The Company accounts for intangible assets in accordance with the authoritative guidance issued by the FASB. Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit. The Company evaluates intangible assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated undiscounted future cash flows. Recoverability of intangible assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. As of December 31, 2020 based on the assessment of Management, the Company determined that its intangible asset had been impaired. |
Segments | The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Recently Issued Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact on the Company’s financial statements since all Company leases are month to month, or short-term rentals. |
SIGNIFICANT AND CRITICAL ACCO_3
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | |
Schedule of 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 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | |
Schedule of accrued liabilities | December 31, 2020 December 31, 2019 Accounts payable and accrued expense (includes $41,250 to a former officer and director at December 31, 2019, Note 4) $ 587,230 577,115 Accrued interest 466,801 271,621 Accrued interest and penalties Golock(a) 1,172,782 - Soundstr Obligation 145,259 169,409 Total accounts payable and accrued liabilities $ 2,372,072 1,018,145 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of Convertible notes payable | December 31, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes (b) 1,336,208 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 238,203 299,069 Total Convertible Notes 1,956,922 1,564,080 Debt discount - (78,013 ) Convertible notes, net $ 1,956,922 $ 1,486,067 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
DERIVATIVE LIABILITY | |
Schedule of derivative liabilities fair value | December 31, 2020 December 31, 2019 Exercise Price $ 0.0015-0.0018 $ 0.00015–0.00018 Stock Price .0114 $ 0.0003 Risk-free interest rate .17 % 1.59 % Expected volatility 737.80 236 % Expected life (in years) 1.00 1.00 Expected dividend yield 0 % 0 % Fair Value: $ 3,156,582 $ 922,509 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS DEFICIT | |
Schedule of warrants | Number Weighted of Average Warrants Exercise Balance outstanding, December 31, 2018 8,004,708 0.014 Warrants granted 15,800,319 .00475 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2019 23,805,027 0.079 Warrants granted - - Warrants exercised - - Warrants expired or forfeited - - Balance outstanding and exercisable, December 31, 2020 23,805,027 $ 0.0079 |
Schedule of warrants outstanding and related prices | Outstanding and Exercisable Weighted Exercise Price Per Average Share Shares Life (Years) Exercise Price $ 0.010-0.015 8,004,708 0.14 $ 0.014 $ 0.004750 15,800,319 2.58 $ 0.00475 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of federal income tax rate and the actual tax rate | Year Ended December 31, 2020 2019 Federal statutory tax rate 21 % 21 % State tax, net of federal benefit 6 % 6 % Total tax rate 27 % 27 % Allowance (27 )% (27 )% Effective tax rate - % - % |
Summary of deferred tax assets | Year Ended December 31, 2020 2019 Net operating loss carryforwards $ 3,060,000 2,434,000 Accrued compensation - - Deferred tax asset 3,060,000 2,434,000 Valuation allowance (3,060,000 ) (2,434,000 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating loss | $ (587,058) | ||
Net cash (used in) operating activities | (518,493) | $ (501,905) | |
Stockholders' Deficit | (16,755,676) | (12,201,899) | |
Working capital | (8,247,522) | ||
Cash | $ 4,458 | $ 52,096 | $ 18,191 |
TGRI [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 50,762,987 | ||
Convertible Notes Payable [Member] | |||
Proceeds from issuance of convertible notes | $ 150,000 |
SIGNIFICANT AND CRITICAL ACCO_4
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Vnue Inc. formerly TGRI [Member] | |
State of Incorporation | Nevada |
Attributable interest | 100.00% |
Entity Incorporation, Date of Incorporation | Apr. 4, 2006 |
Vnue Inc. (Vnue Washington) [Member] | |
State of Incorporation | Washington |
Attributable interest | 100.00% |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Vnue LLC [Member] | |
State of Incorporation | Washington |
Attributable interest | 100.00% |
Entity Incorporation, Date of Incorporation | Aug. 1, 2013 |
Vnue Technology Inc [Member] | |
State of Incorporation | Washington |
Attributable interest | 90.00% |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
Vnue Media Inc [Member] | |
State of Incorporation | Washington |
Attributable interest | 89.00% |
Entity Incorporation, Date of Incorporation | Oct. 16, 2014 |
SIGNIFICANT AND CRITICAL ACCO_5
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair value of derivative liabilities | $ 3,156,582 | $ 922,509 |
Warrant [Member] | ||
Potentially dilutive securities, outstanding | 23,805,027 | |
Three Convertible Notes [Member] | ||
Potentially dilutive securities, outstanding | 1,948,265,842 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
MT Agreement [Member] | |
Description of payment | The Company agreed to pay an advance of $100,000 against sales, to MT and its affiliated companies, which was paid in full in installments, with the last installment of $40,000 paid on March 4th |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 15, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues | $ 22,474 | $ 206,161 | ||
License cost | 1,124 | 10,308 | ||
Accrued payroll-officers | 209,750 | 68,000 | ||
Forgivness of debt | 14,000 | |||
Remaining of debt | 720 | |||
Direct costs of revenue | $ 8,509 | 211,031 | ||
Gain on settlement of vendor obligations | $ (14,000) | |||
Common stock shares issued | 1,211,495,162 | 770,883,062 | ||
Vendor supplied consulting services [Member] | ||||
Licensing fees as a percentage of sales | 5.00% | |||
Debt Agreement [Member] | ||||
Gain on settlement of vendor obligations | $ (9,143) | |||
Mann [Member] | ||||
Shares issued in settlement of accounts payable, Amount | $ 40,654 | |||
Shares issued in settlement of accounts payable, Shares | 15,057,143 | |||
Conversion of accrued payroll into common stock shares | $ 52,700 | |||
Contributed capital | 12,046 | |||
Mann [Member] | In May [Member] | Series A Preferred Stock [Member] | ||||
Compensation paid | 3,750 | |||
Compensation cost | 45,000 | |||
Shares issued in settlement of accounts payable, Amount | 30,857 | |||
Advance from related party | $ 40,000 | |||
Compensation balance outstanding | 41,250 | $ 40,000 | ||
Common stock shares issued | 11,428,571 | |||
Price per share | $ 0.0035 | |||
share balance outstanding | $ 40,000 | |||
Total obligations balance | $ 40,000 | |||
Accrued compensation | $ 60,000 | |||
Advisory agreement, description | The Advisory Agreement provides for MANN’s continued and ongoing advisory services to the Company for nine (9) months and with automatic nine (9) months renewals unless terminated per the agreement. MANN is to receive $5,000 per month and 20,000 shares of common stock per month. Mann is still currently still engaged with the company, and serves as Executive Vice President as well as Director, as noted above. | |||
Chief Executive Officers' [Member] | ||||
Preferred stock shares issued | 748,429 | |||
Compensation paid | 129,500 | $ 102,000 | ||
Compensation outstanding | 108,500 | $ 68,000 | ||
Compensation cost | $ 170,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable and accrued expense (includes $41,250 to a former officer and director at December 31, 2019, Note 4) | $ 587,230 | $ 577,115 |
Accrued interest | 466,801 | 271,621 |
Accrued interest and penalties Golock | 1,172,782 | 0 |
Soundstr Obligation | 145,259 | 169,409 |
Total accounts payable and accrued liabilities | $ 2,372,072 | $ 1,018,145 |
PURCHASE LIABILITY (Details Nar
PURCHASE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 16, 2017 | Dec. 31, 2019 | Dec. 31, 2020 | |
Amortized value of intellectual property | $ 101,032 | ||
Dividend Declared [Member] | |||
Outstanding balance on acquisition | 300,000 | $ 300,000 | |
Purchase liability | $ 300,000 | ||
Purchase price | 350,000 | ||
acquisition cost | 50,000 | ||
Total purchase of intellectual property | 350,000 | ||
Amortized value of intellectual property | $ 116,668 | ||
Impairment charge | $ 204,165 |
SHARES TO BE ISSUED (Details Na
SHARES TO BE ISSUED (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock to be issued, shares | 5,204,352 | 5,204,352 | 3,964,352 |
Common stock to be issued, value | $ 247,707 | $ 247,707 | $ 243,839 |
Common stock shares issued under plan, amount | $ 0 | $ 31,561 | |
Convertible Notes Payable [Member] | |||
Common stock shares issued under plan, shares | 240,000 | ||
Common stock shares issued under plan, amount | $ 184 | ||
PledgeMusic, Inc. [Member] | Business Acquisition [Member] | |||
Common stock shares issued for amending existing convertible notes, shares | 1,000,000 | ||
Common stock shares issued for amending existing convertible notes, amount | $ 3,500 |
NOTES PAYABLE -PAST DUE (Detail
NOTES PAYABLE -PAST DUE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 17, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 30, 2019 | Apr. 30, 2019 | |
NOTES PAYABLE -PAST DUE | |||||
Debt Instrument, Maturity Date | Mar. 22, 2016 | Aug. 30, 2019 | |||
Principal amount | $ 9,000 | $ 25,000 | |||
Interest amount | $ 5,000 | ||||
Interest expense - Notes | $ 15,630 | $ 5,630 | |||
Interest rate | 7.00% | ||||
Note payable | $ 34,000 | $ 9,000 | |||
Note payable description | On December 17, 2015, the Company issued a Promissory Note in the principal amount of $9,000. The note became due within 10 business days of the Company receiving notice of the effectiveness of its Form S-1 filed on February 22, 2016 which is when payment was due. The Company did not repay the note before the required date, therefore, the note is in default with an interest rate of 7%. |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Total Convertible Notes | $ 1,956,922 | $ 1,564,080 | |
Discount | 0 | (78,013) | |
Convertible notes, net | 1,956,922 | 1,486,067 | $ 583,750 |
Various Convertible Notes [Member] | |||
Total Convertible Notes | 43,500 | 43,500 | |
Ylimit, LLCC convertible Notes [Member] | |||
Total Convertible Notes | 1,336,208 | 882,500 | |
Golock Capital, LLC Convertible Notes [Member] | |||
Total Convertible Notes | 339,011 | 339,011 | |
Other Convertible Notes [Member] | |||
Total Convertible Notes | $ 238,203 | $ 299,069 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIES TO BE UPDATED (Details Narrative) - USD ($) | Mar. 04, 2019 | May 09, 2016 | Apr. 29, 2019 | Feb. 02, 2018 | Dec. 17, 2015 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 25, 2017 |
Debt conversion, converted instrument, amount | $ 56,466 | $ 411,309 | |||||||||||
Debt conversion, converted instrument, shares issued | 1,956,922 | 640,276,078 | |||||||||||
Fair value of shares issued upon conversion | $ 357,465 | $ 959,290 | |||||||||||
Unamortized note discount | (78,013) | $ 198,025 | $ 0 | (78,013) | $ 198,025 | ||||||||
Convertible note beneficial conversion feature | 1,329,389 | ||||||||||||
Convertible note payable, net | 1,486,067 | 583,750 | 1,956,922 | 1,486,067 | 583,750 | ||||||||
Amortization of debt discount | $ 78,013 | 389,793 | $ 432,419 | 483,635 | |||||||||
Convertible notes payable | 484,331 | 61,000 | 484,331 | 61,000 | |||||||||
Financing cost | 138,828 | 845,754 | |||||||||||
Unamortized notes discount | 78,013 | 78,013 | 249,241 | ||||||||||
Debt discount | 218,637 | $ 218,637 | |||||||||||
Common stock shares issued upon conversion | 1,948,265,842 | 3,334,494,813 | |||||||||||
Accrued interest | $ 8,600 | ||||||||||||
Past due principal | 620,714 | ||||||||||||
Repayment of debt | 4,400 | ||||||||||||
Debt instrument, principal amount | 1,564,080 | 1,867,922 | $ 1,564,080 | ||||||||||
Loss on extinguishment of debt | $ 190,900 | 263,609 | 548,029 | ||||||||||
Increase/decrease in derivative liability | $ 2,234,073 | $ (1,179,556) | |||||||||||
Maturity date | Mar. 22, 2016 | Aug. 30, 2019 | |||||||||||
Debt conversion, converted instrument, shares issued | 440,111,560 | 127,152,659 | |||||||||||
Note past due | $ 238,303 | ||||||||||||
Debt instrument, forgivness | $ 14,000 | ||||||||||||
Accrued liabilities | 271,621 | 466,801 | 271,621 | ||||||||||
Three Convertible Notes [Member] | |||||||||||||
Convertible notes payable | 43,500 | 43,500 | 45,000 | ||||||||||
Loss on extinguishment of debt | $ 1,500 | ||||||||||||
Debt instrument, forgivness | $ 1,500 | ||||||||||||
Due to related parties | 28,500 | $ 28,500 | 28,500 | ||||||||||
Additional Notes [Member] | |||||||||||||
Convertible notes payable | $ 256,000 | 256,000 | 369,250 | ||||||||||
Increase/decrease in derivative liability | $ 357,465 | $ 559,397 | |||||||||||
Debt Instrument, Description | On April 29, 2019, one of the lenders entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, the Company issued (a) a warrant to purchase 2,966,986 shares of the Company’s common stock for a period of 48 months exercisable at a strike price of $.00475 with a fair value of $5,934, and (b) the conversion price of outstanding notes was changed from $.015 to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion | The convertible notes have interest rates ranging from 8% to 12% per annum, maturity dates ranging from August 21, 2018, to June 19, 2020, and are convertible into shares of common stock of the Company at discount rates between 38% and 50% of the lowest trading price for the Company s common stock during the prior twenty (20) trading day period, and for one lender, no lower than $0.035 per share | |||||||||||
Additional Notes [Member] | Minimum [Member] | |||||||||||||
Maturity date | Jan. 22, 2020 | Aug. 21, 2018 | |||||||||||
Interest rate | 0.10% | 0.10% | 0.08% | ||||||||||
Additional Notes [Member] | Maximum [Member] | |||||||||||||
Maturity date | Aug. 2, 2020 | Jun. 19, 2020 | |||||||||||
Interest rate | 0.12% | 0.12% | 0.12% | ||||||||||
Three Convertible Notes One [Member] | |||||||||||||
Interest rate | 0.10% | ||||||||||||
Maturity date description | P1Y | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.001 | ||||||||||||
August 2014 [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Maturity date description | The notes are due and payable on demand at any time after the earlier of (i) 36 months following the note issuance | ||||||||||||
Note conversion price description | 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. | ||||||||||||
Golock Capital, LLC Convertible Notes [Member] | |||||||||||||
Unamortized note discount | $ 40,000 | 19,652 | $ 0 | 19,652 | |||||||||
Convertible notes payable | 302,067 | ||||||||||||
Debt instrument, principal amount | 40,000 | $ 339,011 | $ 191,750 | $ 339,011 | $ 339,011 | $ 191,750 | |||||||
Increase/decrease in derivative liability | $ 553,000 | ||||||||||||
Debt Instrument, Description | The Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion | The notes are convertible into shares of the Company’s common stock at prices between $0.015 and $0.02 per share. | |||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||
Maturity date description | November 2, 2018 | Maturity dates between June 1, 2018 and August 31, 2018 | |||||||||||
Debt discount | $ 5,000 | ||||||||||||
Warrants issued | 250,000 | 4,804,708 | |||||||||||
Exercise price | $ 0.015 | $ 0.014 | $ 0.014 | ||||||||||
Financing cost | $ 43,250 | ||||||||||||
YLimit, LLC [Member] | Three Convertible Notes [Member] | |||||||||||||
Unamortized note discount | $ 137,358 | $ 137,358 | |||||||||||
Convertible notes payable | 882,500 | $ 517,000 | 882,500 | $ 517,000 | |||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||||||
Maturity date | May 9, 2018 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Borrowing limit increased | 175,000 | $ 1,247,208 | |||||||||||
Note amended to authorized total borrowing | $ 517,000 | ||||||||||||
YLimit, LLC [Member] | On April 12, 2018, and again on August 15, 2018 [Member] | Convertible Promissory Note [Member] | |||||||||||||
Unamortized note discount | 70,078 | ||||||||||||
Convertible notes payable | 707,500 | ||||||||||||
Increase/decrease in derivative liability | 135,900 | ||||||||||||
Debt Instrument, Description | The amendment on April 12, 2018 further modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per-share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. | ||||||||||||
Extended maturity date | May 9, 2019 | ||||||||||||
Borrowing limit increased | $ 190,500 | ||||||||||||
Current borrowing limit | $ 707,500 | ||||||||||||
Additional borrowing | 190,500 | ||||||||||||
YLimit, LLC [Member] | February 9, 2020 [Member] | |||||||||||||
Maturity date description | On July 16, 2020, the maturity date of all Ylimit Notes was extended to February 9, 2021. | ||||||||||||
Borrowing limit increased | $ 1,366,208 | 175,000 | |||||||||||
Funding amount from related party | 453,708 | ||||||||||||
Five Lenders [Member] | |||||||||||||
Unamortized note discount | 33,667 | 33,667 | 179,162 | ||||||||||
Convertible notes payable | 299,069 | 299,069 | $ 426,964 | ||||||||||
Notes past due | 96,069 | 96,069 | |||||||||||
Amendment[Member] | Lender[Member] | |||||||||||||
Debt conversion, converted instrument, amount | $ 388,207 | ||||||||||||
Debt conversion, converted instrument, shares issued | 540,276,078 | ||||||||||||
Extended maturity date, description | Extend the maturity of the Notes until July 31, 2019 | ||||||||||||
Amendment[Member] | Golock [Member] | |||||||||||||
Debt conversion, converted instrument, amount | $ 53,331 | ||||||||||||
Convertible notes payable | 339,010 | $ 339,010 | |||||||||||
Debt conversion, converted instrument, shares issued | 100,000,000 | ||||||||||||
Debt Instrument, Description | The conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. | ||||||||||||
Extended maturity date | Jul. 31, 2019 | ||||||||||||
Notes past due | $ 285,679 | 339,011 | $ 285,679 | ||||||||||
Accrued liabilities | $ 1,172,782 | ||||||||||||
Amendments, description | In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion | ||||||||||||
Debt conversion, converted instrument, accured interest | $ 23,102 | ||||||||||||
Financing charge | $ 28,227 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Price | $ .0114 | $ .0003 |
Risk-free interest rate | 0.17% | 1.59% |
Expected volatility | 737.80% | 236.00% |
Expected life (in years) | 1 year | 1 year |
Expected dividend yield | 0.00% | 0.00% |
Fair Value | $ 3,156,582 | $ 922,509 |
Minimum [Member] | ||
Stock Price | $ 0.0015 | $ 0.00015 |
Maximum [Member] | ||
Stock Price | $ 0.0018 | $ 0.00018 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
DERIVATIVE LIABILITY | |
Derivative Liability | $ 357,465 |
Other income | 1,179,556 |
Additional derivative | $ 189,186 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants | ||
Number of Warrants Outstanding, Begining Balance | 23,805,027 | 8,004,708 |
Warrants granted | 0 | 15,800,319 |
Warrants exercised | 0 | 0 |
Warrants expired or forfeited | 0 | 0 |
Number of Warrants Outstanding, Ending Balance | 23,805,027 | 23,805,027 |
Weighted average exercise | ||
Weighted average exercise price or warrants outstanding, Begining Balance | $ 0.079 | $ 0.014 |
Weighted average exercise price, Warrants granted | 0 | .00475 |
Weighted average exercise price, Warrants exercised | 0 | 0 |
Weighted average exercise price, Warrants expired or forfeited | 0 | 0 |
Weighted average exercise price or warrants outstanding and exercisable, Ending Balance | $ 0.0079 | $ 0.079 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants, Outstanding and Exercisable | 23,805,027 | 8,004,708 |
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.079 | $ 0.014 |
Exercise price per share | $ 0 | $ 0 |
Warrant One [Member] | ||
Number of Warrants, Outstanding and Exercisable | 15,800,319 | |
Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 29 days | |
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.00475 | |
Exercise price per share | $ 0.004750 | |
Warrant [Member] | ||
Number of Warrants, Outstanding and Exercisable | 8,004,708 | |
Weighted Average Remaining Contractual Life (Years) | 1 month 21 days | |
Weighted average exercise price or warrants, Outstanding and Exercisable | $ 0.014 | |
Warrant [Member] | Minimum [Member] | ||
Exercise price per share | 0.010 | |
Warrant [Member] | Maximum [Member] | ||
Exercise price per share | $ 0.015 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 02, 2019 | May 22, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||
Common stock, shares outstanding | 1,211,495,162 | 770,883,062 | ||
Common stock, shares issued | 1,211,495,162 | 770,883,062 | ||
Common stock capitalized | 2,000,000,000 | |||
Preferred stock capitalized | 5,000,000 | |||
Shares returned by former officer, shares | 4,555,918 | |||
Shares returned by former officer, amount | $ 456 | |||
Common stock, shares issued for service, amount | $ 3,368 | |||
Preferred stock, shares issued | 4,126,776 | 4,126,776 | ||
Preferred stock, shares outstanding | 4,126,776 | 4,126,776 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock, shares issued | 4,126,776 | 4,126,776 | ||
Preferred stock, shares outstanding | 4,126,776 | 4,126,776 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, designated | 5,000,000 | |||
Common stock shares converted | 50 | |||
fair value of the preferred shares | $ 590,129 | |||
Vendor supplied consulting services [Member] | ||||
Common stock, shares issued for services, shares | 500,000 | 2,500,000 | ||
Common stock, shares issued for service, amount | $ 150 | $ 3,368 | ||
Shares issued | 541,912 | |||
Shares price per share | $ 0.05 | |||
Shares price | $ 27,096 | |||
Trading price of shares | $ .0013 | |||
Profit upon extinguishment of debt | $ 26,391 | |||
Two Convertible Noteholders [Member] | ||||
warrants issued | 15,800,319 | |||
Strike price | $ 0.00475 | |||
Financing expense | $ 36,533 | |||
Weighted-average remaining contractual life | 11 months 16 days |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Dec. 31, 2020 | |
Initial joint venture agreement [Member] | MRI [Member] | September 1, 2018 [Member] | ||
Terms of joint venture | The initial term of the JV is for nine (6) months and requires the Company to Pay MRI fifty percent (50%) of net revenue every quarter. As of December 31, 2020, no net revenue was generated from the JV. | |
Artist Agreement [Member] | I Break Horses [Member] | ||
Description for commission receivable under agreement | 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 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES (Details) | ||
Federal statutory tax rate | 21.00% | 21.00% |
State tax, net of federal benefit | 6.00% | 6.00% |
Total tax rate | 27.00% | 27.00% |
Allowance | (27.00%) | (27.00%) |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
INCOME TAXES (Details) | ||
Net operating loss carryforwards | $ 3,060,000 | $ 2,434,000 |
Accrued compensation | 0 | 0 |
Deferred tax asset | 3,060,000 | 2,434,000 |
Valuation allowance | (3,060,000) | (2,434,000) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
INCOME TAXES (Details Narrative) | |
Operating loss carryforwards, expiration period | through 2032 |
Net operating loss carry forwards | $ (11,333,000) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt conversion original issue discount | $ 56,466 | $ 411,309 | |
Convertible Note Agreement [Member] | Subsequent Event [Member] | |||
Debt conversion original issue discount | $ 150,000 | ||
Conversion price | $ .0171 | ||
Convertible Note Agreement [Member] | Accredited investor [Member] | Subsequent Event [Member] | |||
Proceeds from convertible notes | $ 165,000 | ||
Interest rate | 8.00% | ||
Maturity date | November 16, 2021 |