UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2024

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

Commission File Number: 000-53462

VNUE, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices)

833.937.5493

(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol		Name of each Exchange on which registered
N/A		N/A		N/A

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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

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

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

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

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

The number of shares of registrant’s common stock outstanding as of ~~June~~August 1316, 2024 was 2,~~909~~953,~~303~~760,~~521~~249.

VNUE, INC.

QUARTERLY REPORT ON FORM 10-Q

~~MARCH~~JUNE 3130, 2024

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2024, and 2023 (unaudited)	2
	Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2024, and 2023 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2024, and 2023 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months ended June 30, 2024, and 2023 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024, and 2023 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three and Six Months ended June 30, 2024, and 2023 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2425
Item 4.	Controls and Procedures	2526
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2627
Item 3.	Defaults Upon Senior Securities	2627
Item 4.	Mining Safety Disclosures	2627
Item 5.	Other Information	2627
Item 6.	Exhibits	2728
	SIGNATURES	2829

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

VNUE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
	2024			2023
	(Unaudited)
Assets
Current assets:
Cash	$	4241,~~660~~782		$	25,430
Total current assets		4241,~~660~~782			25,430
Total assets	$	4241,~~660~~782		$	25,430
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	2,~~515~~601,~~205~~548		$	2,424,444
Shares to be issued		247,707			975,174
Accrued payroll officers		247,100			221,850
Accrued payroll-officers		297,600			221,850
Dividends payable		~~569~~639,~~055~~010			499,100
Notes payable		1,~~409~~436,865			1,359,865
Deferred revenue		~~593~~677,~~113~~083			656,290
Convertible notes payable		470,714			470,714
Total current liabilities		6,~~052~~370,~~759~~527			6,607,437
Total liabilities		6,~~052~~370,~~759~~527			6,607,437
Commitments and Contingencies		-			-
Stockholders’ Deficit
Preferred A stock, par value $0.0001: 20,000,000 shares authorized; 3,200,579 and 3,200,579 issued and outstanding as of March 31, 2024, and December 31, 2023		320			320
Preferred A stock, par value $0.0001: 20,000,000 shares authorized; 3,200,579 and 3,200,579 issued and outstanding as of June 30, 2024 and December 31, 2023		320			320
Preferred B stock, par value $0.0001: 2,500 shares authorized; 2,504 and 2,504 issued and outstanding as of March 31, 2024, and December 31, 2023		-			-
Preferred B stock, par value $0.0001: 2,500 shares authorized; 2,504 and 2,305 issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Preferred C stock, par value $0.0001: 10,000 shares authorized; 3,000 and -0- issued and outstanding as of March 31, 2024, and December 31, 2023		-			-
Preferred C stock, par value $0.0001: 10,0000 shares authorized; 3,000 and -0- issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Common stock, par value $0.0001, 4,000,000,000 shares authorized; 2,874,718,247 and 2,645,641,186 shares issued and outstanding, as of March 31, 2024, and December 31, 2023, respectively		287,471			264,563
Common stock, par value $0.0001, 4,000,000,000 shares authorized; 2,909,315,804 and 2,645,641,186 shares issued and outstanding, as of June 30, 2024, and December 31, 2023, respectively		290,931			264,563
Additional paid-in capital		32,~~187~~218,~~047~~068			31,386,902
Accumulated Deficit		(38,484,937	)		(38,233,792	)
Accumulated deficit		(38,838,064	)		(38,233,792	)
Total Stockholders’ Deficit		(6,010,099	)		(6,582,007	)
Total stockholders’ deficit		(6,328,745	)		(6,582,007	)
Total Liabilities and Stockholders’ Deficit	$	4241,~~660~~782		$	25,430

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

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended						For the six months ended
	March 31,
	June 30,						June 30,
	2024			2023			2024			2023
Revenues - related party	$	-2,200		$	3125,~~875~~428		$	2,200		$	129,304
Revenue, net		~~106~~85,~~177~~750			8417,~~870~~856			191,927			102,726
Total revenue		~~106~~87,~~177~~950			88143,~~745~~284			194,127			232,030
Direct costs of revenue		4847,~~376~~789			48101,~~202~~077			96,166			149,279
Gross profit		57,801			40,543
Gross profit (loss)		40,160			42,208			97,961			82,751
Operating expenses:
General and administrative expense		29203,~~658~~931			~~104~~113,~~817~~601			233,588			218,419
Payroll expenses		~~107~~32,~~277~~019			~~127~~89,~~101~~687			139,296			216,788
Professional fees		5552,~~152~~369			~~120~~204,~~775~~660			107,521			325,435
Total operating expenses		~~192~~288,~~087~~319			~~352~~407,~~693~~948			480,406			760,642
Operating loss		(~~134~~248,~~286~~159	)		(~~312~~365,~~150~~740	)		(382,444	)		(677,891	)
Other (expense)
Other (expense),
Financing costs		(4635,~~904~~013	)		(6179,~~254~~359	)		(81,917	)		(140,613	)
Other (expense)		(4635,~~904~~013	)		(6179,~~254~~359	)		(81,917	)		(140,613	)
Net (loss)	$	(~~181~~283,~~190~~172	)	$	(~~373~~445,~~404~~100	)	$	(464,362	)	$	(818,504	)
Preferred B Stock dividends		(69,955	)		(6583,~~596~~107	)		(139,910	)		(148,703	)
Net (loss) available to common shareholders	$	(~~251~~353,~~145~~127	)	$	(~~439~~528,~~000~~206	)	$	(604,272	)	$	(967,207	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		2,~~719~~907,~~856~~935,~~578~~120			1,~~714~~851,~~131~~028,~~603~~206			2,813,895,849			1,782,958,071.46

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

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31~~JUNE 30, 2024 AND 2023

(Unaudited)

	Preferred A				Preferred B				Preferred C				Par value $0.0001				Additional
	Shares				Shares				Shares				Common Shares				Paid-in		Accumulated
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2022		4,250,579	$	425		2,305	$	-		3,000	$	-		1,676,034,753	$	167,601	$	30,179,731	$	(36,808,403	)	$	(6,460,646	)
Issuance of preferred B shares for Cash						111												111,000					111,000
Financing fees paid in Preferred B shares						6												6,000					6,000
Series B dividends																				(65,596	)		(65,596	)
Shares issued from the Company’s equity line for cash														107,494,116		10,749		247,848					258,597
Net loss				-				-				-				-		-		(373,404	)		(373,404	)
Balance, March 31, 2023		4,250,579	$	425		2,422	$	-		3,000	$	-		1,783,~~528~~508,869	$	178,~~350~~349	$	30,544,579	$	(37,247,403	)	$	(6,524,049	)
Issuance of Preferred B Shares for cash						73												81,012					81,012
Financing fee paid in Preferred B shares						9												9,988					9,988
Series B dividends																				(83,107	)		(83,107	)
Shares issued from the Company’s equity line for cash														106,968,935		10,697		246,144					256,841
Common stock issued for services														5,000		500		18,000					18,500
Net loss				-						-		-								(445,100	)		(445,100	)
Balance, June 30, 2024		4,250,579	$	425		2,504	$	-		3,000	$	-		1,890,477,804	$	189,547	$	30,899,723	$	(37,775,608	)	$	(6,685,915	)

	Preferred A				Preferred B				Preferred C				Par value $0.0001				Additional
	Shares				Shares				Shares				Common Shares				Paid-in		Accumulated
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Capital		Deficit			Total
Balance - December 31, 2023		3,200,579	$	320		2,504	$	-		3,000	$	-		2,645,641,186	$	264,563	$	31,386,902	$	(38,233,792	)	$	(6,582,007	)
Shares issued in escrow related to Stage It transaction														72,026,336		7,203		720,264					727,467
Series B dividends																				(69,955	)		(69,955	)
Shares issued from the Company’s equity line for cash														157,050,725		15,705		79,880					95,585
Net loss				-				-				-				-		-		(181,190	)		(181,190	)
Balance, March 31, 2024		3,200,579	$	320		2,504	$	-		3,000	$	-		2,874,718,247	$	287,471	$	32,187,047	$	(38,484,937	)	$	(6,010,099	)
Shares issued for services														22,033,333		2,203		24,237					26,440
Series B dividends																				(69,955	)		(69,955	)
Shares issued from the Company’s equity line for cash														12,564,224		1,256		6,785					8,041
Net loss				-				-				-								(283,172	)		(283,172	)
Balance, June 30, 2024		3,200,579	$	320		2,504	$	-		3,000	$	-		2,909,315,804	$	290,931	$	32,218,068	$	(38,838,064	)	$	(6,328,745	)

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

VNUE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended
	For the six months ended
	March 31,
	June 30,
	2024			2023
Cash Flows From Operating Activities:
Net (loss)	$	(~~181~~464,~~190~~362	)	$	(~~373~~818,~~404~~504	)
Adjustments to reconcile net income to net cash used in operating activities
Depreciation		-			9,134
Beneficial conversion feature of Preferred B stock		-			1120,000
Impairment of goodwill and intangible assets		-			6,000
Shares issued for financing costs		-			23,600
Shares issued for services		26,440			18,500
Impairment of goodwill and intangible assets
Changes in operating assets and liabilities
Prepaid expenses		-			(~~131~~10,~~100~~000	)
Accounts payable and accrued expenses		90177,~~762~~104			6963,~~464~~996
Deferred revenue		~~(63~~20,~~177~~793	)		10(78,~~393~~331	)
Accrued payroll officers		2575,~~250~~750			(~~13,700~~965	)
Net cash used in operating activities		(128,355	)		(412,213	)
Net cash (used in) operating activities		(164,274	)		(772,570	)
Cash Flows From Investing Activities:
Net cash used in investing activities		-			-
Cash Flows From Financing Activities:
Proceeds from the Company’s equity line from the sale of common stock		95103,~~585~~626			~~258~~515,~~597~~438
Proceeds from the sale of Series B Preferred Stock		-			~~100~~164,~~000~~400
Proceeds from the issuance of promissory notes		5077,000			25,000
Net cash provided by investing activities		~~145~~180,~~585~~626			~~383~~704,~~597~~838
Net Increase (Decrease) In Cash		1716,~~230~~352			(2867,~~616~~732	)
Cash At The Beginning Of The Period		25,430			82,807
Cash At The End Of The Period	$	4241,~~660~~782		$	5415,~~191~~075
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash financing information:
Supplemental disclosure of non-cash information:
Common shares issued for the Stage It acquisition	$	727,467		$	~~572,738~~-
Issuance of Preferred C voting shares	$	-		$	15,300,000
Preferred B shares issued upon the conversion of debt and accrued interest	$	-		$	176,410

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

VNUE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

History and Organization

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

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

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

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

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

Pursuant to the Merger Agreement, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) were converted into the right to receive the applicable portion of the Merger Consideration. $1,085,450 of the Merger Consideration was paid in cash and satisfaction of certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion was paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, was held back for the purposes of satisfying certain contingent obligations of Stage It.

The Merger Agreement provides for the issuance of earnout shares which the company estimates will not be achieved.

NOTE 2 – GOING CONCERN

The accompanying condensed 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 condensed consolidated financial statements as of ~~March~~June 3130, 2024, the Company had $4241,~~660~~ 782 in cash on hand, had negative working capital of $6,~~010~~328,~~099~~ 745 and had an accumulated deficit of $38,~~484~~838,~~937~~064. Additionally for the three months ended ~~March~~June 3130, 2024, the Company used $~~128~~164,~~355~~ 274 in cash from operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed 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 condensed consolidated 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, 2023, condensed consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

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

NOTE 3 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Consolidation

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

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

Revenue Recognition

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

Stage It receives revenue through a percentage of ticket sales and tipping. This show-based revenue creates a pool that is shared with the performing artist. Once a show is completed the revenue that has been created through tickets and tips is allocated. Typically, Stage It retains 23% of the revenue as an agent and the artist receives 77% of the revenue as the performer, however, there are occasions when the profit split has different ratios. Revenue is recognized once a show is complete and the performance obligation to the consumer has been met. Since Stage It acts as an agent, revenue is recorded on a net basis only on the 23% portion, less direct expenses such as broadcast costs, merchant processing fees, bank services charges, license fees and the cost of production.

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

As of ~~March~~June 3130, 2024 and December 31, 2023 deferred revenue amounted to $~~593~~677,~~113~~083 and $656,290, respectively. As of ~~March~~June 3130, 2024, deferred revenue was comprised of solely of $~~593~~677,~~113~~083 in unredeemed notes at Stage It that have been purchased by customers but not used toward any events. When these notes will be redeemed, on average the performing artists will receive 77%, and the Company will record 23% of the value of these notes as revenue.

Use of Estimates

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

Stock Purchase Warrants

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

Fair Value of Financial Instruments

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

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

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

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

The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of our notes payable approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. There were no derivative liabilities outstanding as of ~~March~~June 3130, 2024 and December 31, 2023.

Income (Loss) per Common Share

Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that is then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share on ~~December~~June 30, 2024 and June 3130, 2023, because their impact would have been anti-dilutive.

Property and Equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows:


Computers, software, and office equipment		3 years
Furniture and fixtures		7 years

As of ~~March~~June 3130, 2024 and December 31, 2023, the Company’s property, which consisted solely of computers at its Stage It subsidiary was fully depreciated and amounted to $-0- and $-0-, respectively. Depreciation expense for the three months ended ~~March~~June 3130, 2024, and 2023, amounted to $-0- and $9,134, respectively.

Goodwill and Intangible Assets

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

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

Recently Issued Accounting Pronouncements

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

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 $~~-0-~~2,200 and $3129,~~875~~304 for the six month periods ended ~~March~~June 3130, 2024 and ~~March~~June 3130, 2023, respectively, were recorded using the assets licensed under this agreement. For the periods ended ~~March~~June 3130, 2024 and 2023 the fees would have amounted to $~~-0-~~110 and $~~194~~6,465 respectively. The Company’s Chief Executive Officer agreed to waive the right to receive these license fees for both years and has never taken any fees pursuant to this agreement.

NOTE 5 – BUSINESS ACQUISITION

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

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration. A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It, as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction. A portion of the Merger Consideration, $1 million, will be held back to satisfy certain contingent obligations of Stage It.

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

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

On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the Company issued the initial 135,000,000 shares and paid certain amounts as detailed under the Merger Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are set forth in the Merger Agreement. Stage It did not meet its EBITA targets to issue Earn Out shares.

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

Consideration paid

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

Net assets acquired and liabilities assumed


Cash and cash equivalents	$	107,689
Computer equipment		36,882
Total assets		144,571

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

Net liabilities assumed	$	2,871,066

The Company has allocated the fair value of the total consideration paid of $10,400,000 to goodwill and $2,600,000 to intangible assets with a life of three years. The value of goodwill represents Stage It’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on March 31, 2022 and did not complete a valuation study with an independent third party During the year ended December 31, 2022, the Company recorded $758,333 in amortization expense.

On December 31, 2022 the Company, based on its internal analysis estimated that its Stage It subsidiary would not achieve its Earnout and that all of the goodwill and intangible assets relating to the acquisition of Stage It was fully impaired. As a result the Company recorded an impairment of goodwill and intangible assets charge net of the earnout reversal of $4,262,683 on its Statements of Operations for the year ended December 31, 2022.

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

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

NOTE 6 – DEFERRED REVENUE

As of ~~March~~June 3130, 2024 and December 31, 2023 deferred revenue amounted to $~~593~~677,~~113~~ 083 and $656,290 respectively. As of ~~March~~June 3130, 2024, deferred revenue was comprised solely of $~~593~~677,~~113~~ 083 in unredeemed notes at Stage It that have been purchased by customers but not used toward any events. When these notes are redeemed, on average the performing artists will receive 73%, and the Company will record 27% of the value of these notes as revenue.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable 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 ~~March~~June 3130, 2024, and December 31, 2023:

Schedule of accrued liabilities
	March 31, 2023		December 31, 2023
	June 30, 2023		December 31, 2023
Accounts payable and accrued expense	$	2,~~025~~077,~~991~~965	$	1,974,488
Accrued interest		~~343~~378,~~685~~054		304,427
Soundstr Obligation		145,529		145,529
Total accounts payable and accrued liabilities	$	2,~~515~~601,~~205~~548	$	2,424,444

NOTE 8 – SHARES TO BE ISSUED

As of ~~March~~June 3130, 2024 and December 31, 2023 the balances of shares to be issued were $247,707 and $975,174, respectively. The balance is comprised of 5,204,352 shares of common stock with a value of $247,707 due for past services provided for an acquisition in previous years.

During the three months ended March 31, 2024 the Company issued 72,026,036 shares valued at $727,467 into a Stage It shareholder escrow account for unclaimed shares issuable to certain former Stage It shareholders pursuant to the Company’s February, 2022 acquisition of Stage It.

NOTE 9 – NOTES PAYABLE

The balance of the notes payable outstanding as of ~~March~~of June 3130, 2024, and December 31, 2023, was $1,~~409~~436,865 and $1,359,865, respectively. The balance as of ~~March~~June 3130, 2024, was comprised of numerous 8% notes for $1,~~147~~159,760 due to Ylimit who advanced $5077,000 to the Company during the ~~three~~six months ended ~~March~~June 3130, 2024. The Ylimit Note and accrued interest is due and payable on September 30, 2024. The remaining $277,~~104~~ 105 in notes payable ~~are~~is comprised of five notes due to former Stage It shareholders. The Stage It notes are past due.

NOTE 10 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consist of the following:

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

(a)

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 the date of issuance as discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to 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 requested conversion. During the year ending December 31, 2019, the Company issued new notes payable of $53,331 and $23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019, was $339,010. As of December 31, 2019, $285,679 of these notes were past due. As of ~~March~~June 3130, 2024 all of the Golock notes amounting to $339,011 were past due.

As a result Golock has assessed the Company additional penalties and interest of $1,172,782. The Company disagreed with the accrued interest and penalties due to Golock. Initially, the Company recorded this amount as a liability on its balance during the period ended 2021. Subsequent during the three month period ended September 30, 2021, the Company obtained a legal opinion supporting its position that these charges were egregious, and reversed the liability on its balance sheet The Company intends to litigate this amount as well as the validity of the principal and interest outstanding, if a settlement on a vastly reduced amount, cannot be reached.

(b) As of ~~March~~June 3130, 2024 all of these notes were in dispute and are past due

NOTE 11 – STOCKHOLDERS’ DEFICIT

Common stock

The Company has authorized 4,000,000,000 shares of $0.0001 par value common stock. As of ~~March~~June 3130, 2024, and December 31, 2023, there were 2,~~874~~909,~~718~~315,~~247~~804 and 2,645,641,186 shares of common stock issued and outstanding respectively.

Preferred Stock Series A

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

As of ~~March~~June 3130, 2024 and December 31, 2023 the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 3,200,579 and 3,200,579 shares of Series A Preferred Stock issued and outstanding.

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

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

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

Preferred Stock Series B

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

No Preferred B shares have issued during 2024.

During the year ended December 31, 2023 the Company issued 199 Preferred B shares to GHS. These share shares were valued as follows:

During the year ended December 31, 2022 the Company issued 2,305 Preferred B shares to GHS. These share shares were valued as follows:

● 1,980 shares were used to raise $1,964,600 in gross proceeds

●

266 shares were used to retire $319,200 in debt

●

59 shares were used to pay financing fees -these shares were valued at $68,400

As of ~~March~~June 3130, 2024 and December 31, 2024 there were 2,504 Preferred B shares issued and outstanding.

Warrants

In connection with the issuance of Series B Preferred Stock to the Company described in Note 14, the Company has issued 335,440,817 warrants, with a five-year life, at an average strike price of $0.00694.

A summary of warrants is as follows:

Schedule of warrants
	Number ofWarrants
Balance outstanding and exercisable, December 31, 2021		15,800,319
Warrants exercised or forfeited		(15,800,319	)
Warrants granted during the year ended December 31, 2022		279,655,690
Balance outstanding and exercisable, December 31, 2022		279,655,690
Warrants exercised or forfeited		-
Warrants granted during the year ended December 31, 2023		55,875,127
Balance outstanding and exercisable, December 31, 2023		335,440,817
Warrants exercised or forfeited		-
Warrants granted during the three months ended March 31, 2024		-
Warrants granted during the three months ended June 30, 2024		-
		335,440,817

(a)	The strike price on these warrants range between $0.00264 and $0.01122 and are subject to adjustment based on the market price of the Company’s stock price.

Information relating to outstanding warrants on ~~March~~June 3130, 2024, summarized by exercise price, is as follows:

The weighted-average remaining contractual life of all warrants outstanding and exercisable on ~~March~~June 3130, 2024 is approximately 32.1893 years. As of ~~March~~June 3130, 2024 these warrants ~~has~~had no intrinsic value.

Preferred Stock Series C

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

As of ~~March~~June 3130, 2024 and December 31, 2023, the were 3,000 shares of Series C Preferred Stock outstanding.

NOTE 12 – COMMITMENT AND CONTINGENCIES

Litigation

Legal Matters

In the matter of VNUE, Inc. v. Power Up Lending Group, Ltd. On October 6, 2021, the Company commenced an action against Power Up Lending Group, Ltd. “Power Up”) and Curt Kramer (“Kramer”) (Power Up and Kramer together, the “Power Up Parties”) in the United States District Court for the Eastern District of New York. The complaint alleges that: (1) Power Up is an unregistered dealer acting in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, pursuant to Section 29(b) of the Act, the Company is entitled to recessionary relief from certain convertible promissory notes (“Notes”) and securities purchase agreements (“SPAs”) entered into by the Company and Power Up; (2) Kramer is liable to the Company as the control person of Power Up pursuant to Section 20(a) of the Act; and (3) Power Up is liable to the Company for unjust enrichment arising from the Notes and SPAs.

On December 10, 2021, the Power Up Parties filed their pre-motion conference request letter with the Court regarding their forthcoming motion to dismiss the Company’s complaint. On December 17, 2021, the Company filed its opposition thereto. On January 26, 2022, the Company filed its amended complaint, which asserted the same causes of action set forth in the initial complaint, and further alleged that Power Up made material misstatements in connection with the purchase and sale of the Company’s securities in violation of Section 10(b) of the Act and, thus, the Company is entitled to recessionary relief from the Notes and SPAs pursuant to Section 29(b) of the Act.

On February 9, 2022, the Court ordered an initial conference. The initial conference was scheduled for May 16, 2022, at 12:00 p.m. (EST). As of the date hereof, the Company intends to litigate its claims for relief against the Power Up Parties.

On June 7, 2022, the Company filed a voluntary dismissal of the action because the parties’ reached a confidential settlement.

On September 29, 2021, Golock Capital, LLC (“Golock”) and DBW Investments, LLC (“DBW”) (Golock and DBW together, the “Golock Plaintiffs”) commenced an action against the Company in the United States District Court for the Southern District of New York. The Golock Plaintiffs alleged that the Company was in breach of certain convertible promissory notes, securities purchase agreements and common stock warrants.

Following a bench trial, on June 1, 2023, the District Court ruled in the Golock Plaintiffs’ favor on its breach of contract claims and against the Company. On the same day, the Company appealed the District Court’s decision to the United States Court of Appeals for the Second Circuit (“Second Circuit”).

On June 16, 2023, the District Court entered a judgment in the Golock Plaintiffs’ favor and against the Company for: (1) $1,218,897.62 in favor of Golock, and (2) $268,211.18 in favor of DBW.

On July 5, 2023, the District Court entered an amended judgment in favor of the Golock Plaintiffs’ favor and against -the Company. In addition to the amounts awarded on June 16, the District Court awarded the Golock Plaintiffs $223,328.20 for the attorney’s fees incurred in connection with this action.

As of the date hereof, the Company’s appeal to the Second Circuit. ~~The~~was ~~Second Circuit~~denied, ~~however,~~and ~~has~~the ~~not~~judgement ~~yet~~was ~~rendered a decision on the appeal~~upheld. The Company ~~will~~is ~~continue~~considering toits ~~vigorously~~options ~~defend~~on ~~itself in~~ this matter.

On June 15, 2022, the Company commenced an action against LG Capital, LLC, Joseph Lerman, Boruch Greenberg and Daniel Gellman (collectively, “LG Defendants”) in the United States District Court for the Eastern District of New York. The Company’s complaint alleges that the LG Defendants (1) violated the Racketeer Influenced and Corrupt Organizations Act through the collection of an unlawful debt imposed under a certain convertible promissory note, and (2) were unjust enriched by their collections of a certain convertible promissory note.

On March 7, 2023, the Company filed an amended complaint against the LG Defendants. The amended complaint raises the same claims for relief as the initial complaint.

On January 12, 2024, the Magistrate Judge assigned to this matter recommended that the LG Defendants’ motion to dismiss be denied.

As of the date hereof, the District Court has not yet entered an order on the LG Defendants’ motion to dismiss.

The Company intends to vigorously pursue its claims for relief and the damages it maintains that it is entitled to thereunder.

NOTE 13 – SUBSEQUENT EVENTS

~~The~~Subsequent ~~financial~~to ~~statements of the Company for the fiscal years ended December~~June 3130, ~~2022 and 2023 were audited by BF Borgers CPA PC (“Borgers”). On May 3,~~ 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against Borgers that it failed to conduct audits of a number of public companies in accordance with the standards of the Public Company ~~Accounting~~issued ~~Oversight Board (the “PCAOB”). As part of the settlement~~44, ~~Borgers agreed to a permanent ban on appearing or practicing before the SEC. As a result of Borgers’ settlement with the SEC (“Borgers Settlement”) ty~~444,445 ~~the Company dismissed Borgers as its independent account because it is no longer authorized~~ to ~~perform~~consultants ~~audits~~ for ~~the Company~~services.

Borgers opinion on the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, other than a going concern qualification.

During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through May 3, 2024, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related instructions thereto, with Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Borgers, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same period, the only reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, were the material weaknesses in the Company’s control environment and monitoring pursuant to the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, previously reported in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, some of which have not yet been remediated.

The Company has approved the engagement of Bush & Associates CPA (“Bush”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, which engagement was effective May 8, 2024. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period to May 8, 2024, neither the Company nor anyone acting on its behalf consulted with Bush regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Bush concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Subsequent to March 31, 2024 2023 the Company issued 12,562,224 shares and received $8,041 in gross proceeds pursuant to draws on its equity line of credit. Additionally, the Company issued 22,033,333 shares to a consultant for accounting services.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15c and 15d-15c under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Based on that evaluation, and the material weaknesses outlined below under Internal Control Over Financial Reporting, our principal executive officer and principal accounting officer concluded, as of ~~March~~June 3130, 2024, due to weaknesses in our internal controls described below, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the time periods specified in the SEC’s rules and forms, and that such information may not be accumulated and communicated to our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our principal executive officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~March~~June 3130, 2024 using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of ~~March~~June 3130, 2024, the Company determined that there were deficiencies that constituted material weaknesses, as described below.

Lack of proper segregation of duties due to limited personnel.

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

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

Lack of independent board member(s).

Lack of independent audit committee.

Management is currently evaluating remediation plans for the above material weaknesses.

In light of the existence of these material weaknesses, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control-Integrated Framework issued by COSO.

Changes in Internal Control

During the three months ended ~~March~~June 3130, 2024, there were no other changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

PART III

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

Forward-Looking Statements

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

	●	Competition and market acceptance of our product,

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

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

	●	Our ability to negotiate and enter into license agreements,

	●	Our ability to raise capital, and

	●	Our ability to protect our intellectual property rights.

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

Presentation of Information

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

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

Overview

We were incorporated as a Nevada corporation on April 4, 2006. We are a music technology company that utilizes our platforms to record live concerts and then sell the content to consumers. We make the content we record available to the set.fm platform, as well as our website, immediately after the show is finished. Our technology helps artists and record labels generate alternative income from the recorded content. We also offer high-end collectible products such as CDs, USB drives and laminates, which feature our fully mixed and mastered live concert content.

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

●

Set.fm™ / DiscLive Network™ - Our consumer app platform allows customers to download and purchase, via their individual mobile device, the concert they just attended. There are also physical collectible products that are recorded and sold at shows as well as online through the Company’s exclusive partner DiscLive Network™. The app itself is free to download and allows for in-app purchases regarding the content. (Currently, this is the only platform that generates any revenue for the Company.)

●

Soundstr™ - a comprehensive music identification and rights management Cloud platform that we are developing, when fully deployed, can accurately track and audit public performances of music, creating a more transparent ecosystem for general music licensing and associated royalty payments, which will help ensure the correct stakeholders are compensated through the use of our “big data” collection.

While Set.fm™ and Soundstr™ are proprietary marks of the Company, DiscLive, and its related marks and names are not owned by the Company and are owned and utilized by RockHouse Live Media Productions, Inc. The Company has not filed any formal trademark applications relating to Set.fm™ with the United States US Patent and Trademark Office but has been using these marks openly since 2017 and claims common law rights to them.

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

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

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

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

On February 14, 2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company.

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

Recent Developments

InLast ~~late July~~year, we announced that the Company is launching an aggressive campaign to deploy its Soundstr Music Recognition Technology in every bar, restaurant and hotel in Key West, FL, and ~~has~~ brought on local resources to have “boots on the ground” for the rollout. The effort is continuing, yet at a slower pace due to lack of meaningful funding.

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

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

~~Also,~~The ~~in late July, we announced the~~ Company ishas ~~partnering~~also ~~with~~installed ~~Key~~Soundstr ~~West’s Barefoot Radio 104.9 and RockHouse Live Key West~~ devices in ~~collaboration~~Jackson, onTN; aLos ~~new~~Angeles, ~~music show~~CA; ~~centered~~Memphis, ~~around~~TN; ~~local~~Southaven, ~~artists~~MS; ~~and~~Olive ~~those~~Branch, ~~artists~~MS; ~~who~~Clearwater, ~~pass~~FL; ~~through the exotic~~ and ~~beautiful~~ ~~island~~Tampa, ~~on tour~~FL.

~~Live~~The ~~and~~Company ~~Local~~has atalso ~~RockHouse~~signed ~~Live~~a ~~Key~~MOU ~~West™~~with ~~will~~Eyeora, an ~~air~~innovative ~~every~~“XR” ~~Thursday~~metaverse ~~night,~~company. ~~starting~~The Company sees a benefit in working with Eyeora as it relates to extending the Stage ~~September 1,~~It ~~2022,~~experience ~~from~~and 8introducing PMadditional revenue streams to 10the ~~PM,~~company. ~~100%~~Eyeora ~~live~~is ~~from~~fully ~~RockHouse~~developed ~~Live~~and ~~Key~~commercialized. ~~West’s~~Users ~~exclusive~~don ~~Rock~~3D ~~Room~~goggles to enter this metaverse world and can experience musical artists in 3D and as avatars.

InAlso ~~addition~~recently, tothe ~~being~~Company ~~carried~~announced ~~on terrestrial radio by Barefoot 104.9,~~ the ~~show will~~addition ~~also~~of ~~air~~veteran onrecord ~~VNUE’s~~company ~~online~~executive ~~and~~Jody ~~app-based~~Best ~~radio~~to ~~station,~~its ~~VNUE~~extended ~~Radio~~team, ~~and~~providing itrecord ~~will~~promotion beservices ~~professionally~~for ~~livestreamed on~~ VNUE’s ~~StageIt~~Artist Services Division.~~com~~ ~~platform,~~VNUE ~~both~~has ofbeen ~~which~~working ~~reach~~to abuild ~~global~~out ~~audience, and the latter with over~~ a ~~million~~full ~~subscribers.~~suite ~~And~~of itservices ~~will~~for ~~also~~interested ~~air~~artists, onleveraging ~~select~~VNUE ~~screens~~staff’s atrecord ~~each of the~~label, ~~other RockHouse Live locations in Clearwater Beach~~digital, ~~Oxford~~marketing, ~~MS,~~ and ~~Memphis,~~promotional ~~TN.~~experience

~~Two~~Results ~~musical~~of ~~artists,~~Operations ~~which~~for ~~will~~the ~~range~~three ~~from solo artists to full bands, will be featured~~months ~~every~~ended ~~week~~June 30, ~~and will each be interviewed on-site in the RockHouse Live Rock Room~~2024, in ~~front of a live audience. Each artist will also take the stage,~~ and ~~during~~2023 ~~their performance, the radio station will play recordings by each of the featured artists, as well as other local artists who have submitted material for consideration.~~

The ~~Company~~following ~~has~~discussion ~~been~~and ~~working~~analysis ~~with~~of ~~Matchbox~~our ~~Twenty, a tour that was to commence in~~results ~~2020~~of ~~but~~operations ~~has~~and ~~been~~financial ~~subsequently~~condition ~~delayed~~for ~~until~~the ~~this~~three ~~year~~months ~~due~~ended ~~to COVID. The tour commenced in May 2023. As of~~ June ~~30th~~30, ~~the~~2024, ~~Company had recorded approximately 29 shows (roughly half of the tour)~~ and ~~has~~ ~~been~~2023, ~~selling~~should ~~limited~~be ~~edition~~read ~~live~~in CDconjunction ~~sets. Together~~ with ~~presales enabled with~~ our condensed ~~“upsell”~~consolidated ~~agreement~~financial ~~with~~statements ~~Ticketmaster,~~and ~~our~~related ~~sales~~notes ~~have~~included ~~been~~in ~~along~~this ~~the~~report. ~~lines~~The offollowing ~~our expectations,~~discussion inand ~~the~~analysis ~~area~~ of ~~200-300~~our ~~units per show being sold, sometimes more, not~~results ~~including~~of ~~digital~~operations ~~formats~~and ~~which~~financial ~~will~~condition ~~be introduced~~ for ~~sale upon~~ the ~~completion~~three ~~of the~~months ~~actual~~ended ~~tour~~June 30, 2024, and ~~“box~~2023, ~~sets”~~should ~~which will~~ be ~~offered.~~read ~~Over~~in ~~the~~conjunction ~~course~~with ~~of the tour dates,~~ our ~~crew only encountered a few issues where our services could not be performed, such~~ ascondensed ~~weather,~~consolidated orfinancial ~~inappropriately~~statements ~~excessive~~and ~~fees~~related ~~being~~notes ~~imposted~~included byin ~~the~~this ~~stagehand union~~Report. ~~Overall the tour has been successful.~~

~~Results of Operations for the three months ended March 31, 2024, and 2023~~Revenues

~~The~~For ~~following~~the ~~discussion~~three ~~and~~months ~~analysis~~ended ofJune 30, ~~our~~2024, we ~~results~~had revenue of ~~operations~~$87,950 ~~and~~compared ~~financial~~to ~~condition~~ $143,284 in revenue for the ~~three~~same ~~months~~period ended ~~March~~June 3130, ~~2024~~2023, ~~and~~a ~~2023,~~decrease ~~should~~of be$55,334. ~~read~~The decrease in ~~conjunction~~revenue ~~with~~for the period is primarily attributable to increased revenues at our ~~condensed~~Stage ~~consolidated~~It ~~financial~~subsidiary ~~statements and~~more ~~related~~than ~~notes~~offset ~~included~~offset by a reduction in ~~this~~revenue ~~report.~~at ~~The~~VNUE ~~following~~because ~~discussion~~Matchbox ~~and~~Twenty ~~analysis~~was ofnot on tour during this period. We expect that our ~~results~~revenues ofwill ~~operations~~increase ~~and~~in ~~financial~~future ~~condition~~quarters ~~for~~as ~~the~~a ~~three~~result ~~months~~of ~~ended~~the ~~March 31,~~decreased ~~2024,~~impact of Covid-19 and ~~2023,~~the ~~should~~accompanying belockdowns ~~read~~on inbusinesses, ~~conjunction~~which ~~with~~has ~~our~~been ~~condensed~~an ~~consolidated~~obstacle ~~financial~~for ~~statements~~live performances; ~~and~~however, ~~related~~there ~~notes~~can ~~included~~be inno ~~this Report~~assurances.

Direct Costs of Revenues

For the three months ended June 30, 2024, we had direct costs of revenue of $47,789 compared to $101,077 for the same period ended June 30, 2023.

Operating Expenses

We incurred operating expenses of $288,319 for the three months ended June 30, 2024, as compared with $407,948 for the same three month period ended June 30, 2023, a decrease of $119,629. The decrease in operating expenses in the 2024 period compared to 2023 is attributable to decreases in professional fees and payroll expenses offset by an increase in general and administrative expenses.

Other Expense

We recorded other expenses of $35,013 for the three months ended June 30, 2024, compared to other expenses of $79,359 for the same period ended June 30, 2023, a decrease of $44,346. The decrease in other expenses in the 2024 period compared to 2023 is solely attributable to lower levels of draws on the Company’s equity line in 2024 compared to 2023.

Net Income (Loss)

As a result of the foregoing, we recorded a net loss available to common shareholders of $353,127 for the three months ended June 30, 2024, compared with a net loss available to common shareholders of $528,206 for the same period ended June 30, 2023.

Results of Operations for the six months ended June 30, 2024, and 2023

Revenues

For the ~~three~~six months ended ~~March~~June 3130, 2024, we had revenue of $~~106~~194,~~177~~127 compared to $88232,~~745~~030 in revenue for the same period ended ~~March~~June 3130, 2023, ana ~~increase~~decrease of $1737,~~432~~903. The ~~increase~~decrease in revenue for the period is primarily attributable to increased revenues at our Stage It subsidiary more than offset offset by a reduction in revenue at VNUE. We expect that our revenues will increase in future quarters as a result of the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for live performances; however, there can be no assurances.

Direct Costs of Revenues

For the ~~three~~six months ended ~~March~~June 3130, 2024, we had direct costs of revenue of $4896,~~376~~166 compared to $48149,~~202~~279 for the same period ended ~~March~~June 3130, 2023.

Operating Expenses

We incurred operating expenses of $~~192~~480,~~087~~406 for the six ~~three~~ months ended ~~March~~June 3130, 2024, as compared with $~~352~~760,~~693~~642 for the same period ended ~~March~~June 3130, 2023, a decrease of $~~160~~280,~~606~~326. The decrease in operating expenses in the 2024 period compared to 2023 is attributable to decreases in professional fees, payroll expenses and general and administrative expenses.

We expect our general and administrative expenses to increase in future quarters with our reporting obligations and the increased expenses associated with increased activity with Stage It operations.22

Other Expense

We recorded other expenses of $4681,~~904~~917 for the ~~three~~six months ended ~~March~~June 3130, 2024, compared to other expenses of $61140,~~254~~613 for the same period ended ~~March~~June 3130, 2023 a decrease of $1458,~~350~~696. The decrease in other expenses in the 2024 period compared to 2023 is solely attributable to lower levels of draws on the Company’s equity line in 2024 compared to 2023.

Net Income (Loss)

As a result of the foregoing, we recorded a net loss available to common shareholders of $~~251~~604,~~145~~272 for the ~~three~~six months ended ~~March~~June 3130, 2024, compared with a net loss available to common shareholders of $~~439~~967,~~000~~207 for the same period ended ~~March~~June 3130, 2023.

Liquidity and Capital Resources

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

The accompanying condensed 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 condensed consolidated financial statements, during the ~~three~~six months ended ~~March~~June 3130, 2024, the Company used cash in operations of $~~128~~164,~~355~~274 and, as of ~~March~~June 3130, 2024, had an accumulated deficit of $38,~~484~~838,~~937~~064 and negative working capital of $6,~~010~~328,~~099~~745. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed consolidated 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On ~~March~~June 3130, 2024, the Company had cash on hand of $4241,~~660~~782 as compared with cash on hand of $25,430 as of December 31, 2023.

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

During the three months ended March 31, 2024, the Company utilized its equity line of credit and received $95,585 in gross proceeds from the issuance of 157,050,725 shares of common stock. As a result of the Borger Settlement described in Note 13 Subsequent Events the Company can longer use its equity line of credit until it has its condensed financial statements re-audited for the years ended December 31, 2023 and December 31, 2022. The re-audits have been mandated by the SEC in its published guidance on all public companies impacted by the Borgers Settlement.23

During the six months ended June 30, 2024, the Company utilized its equity line of credit and received $103,626 in gross proceeds from the issuance of 169,614,949 shares of common stock. As a result of the Borger Settlement described in Note 13 Subsequent Events the Company can longer use its equity line of credit until it has its condensed financial statements re-audited for the years ended December 31, 2023 and December 31, 2022. The re-audits have been mandated by the SEC in its published guidance on all public companies impacted by the Borgers Settlement.

The Company currently does not have the funding to engage its new auditors to undertake the re-audits described above, and is currently looking for other sources of financing to fund its operation. 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. Failure to obtain new sources of financing will have a material adverse impact on 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.

Critical Accounting Policies and Estimates

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

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

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

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

2324

Derivative Financial Instruments

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

Stock-Based Compensation

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

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

Recent Accounting Pronouncements

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

Selected Financial Data

Not applicable.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Not applicable.

2425

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of ~~March~~June 3130, 2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

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

b) Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of ~~March~~June 3130, 2024, the Company determined that there were deficiencies that constituted material weaknesses, as described below.

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

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

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

	4.	Lack of independent board member(s)

	5.	Lack of independent audit committee

Management is currently evaluating remediation plans for the above control deficiencies.

Changes in Internal Controls over Financial Reporting

During the fiscal quarter ended ~~March~~June 3130, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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

2526

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors.

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

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

During the three months ended ~~March~~June 3130, 2024, the Company issued ~~157~~12,~~050~~564,~~725~~224 shares of common stock to GHS Investments, LLC under its equity line of credit and 7222,~~026~~033,~~336~~ 333 shares of its common stock infor ~~escrow issuable to former Stage It shareholders.~~services

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended ~~March~~June 3130, 2024.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

During the quarter ended ~~March~~June 3130, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. Exhibits

Exhibits

Exhibit Number		Description of Document
31.1*		Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*		Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

*	Filed herein

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SIGNATURES

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

Registrant: VNUE, INC

Date: ~~June~~August 1319, 2024

By:	/s/ Zach Bair
	Zach Bair
	Chief Executive Officer and Principal Accounting Officer

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