VNUE VNUE Inc (PK)

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

Notification of Late Filing

 

(Check One):

☒ Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☐ Form 10-Q   ☐ Form N-SAR

 

For Period Ended: December 31, 2022

 

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR

 

For the Transition Period Ended: N/A

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.   Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

VNUE, INC.

Full Name of Registrant

N/A

Former Name if Applicable

104 West 29th Street, 11th Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10001

City, State and Zip Code

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-(b), the following should be completed. (Check box, if appropriate)

 

☒

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N- SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

☐

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be file within the prescribed period.

 

The Company was unable to compile the necessary financial information required to prepare a complete its Annual Report on Form 10-K. The Company would be unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period.

 

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contract in regard to this notification.

 

Zach Bair		(833)		937-5493
(Name)		(Area Code)		(Telephone Number)

 

(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☒ Yes   ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes   ☐ No

 

The Company will report a very substantial loss in 2022 compared to a profit in 2021 primarily due to the following the following reasons:

 

●

In 2021 the Company reported a gain on its statement of operations of $3,156,582 on the change in the fair value of its derivative liability of $3,156,582 compared to $-0- in 2022 because the Company no longer had any derivative liabilities on its balance sheet as of December 31, 2022.

 

●

In 2021 the Company recorded other income of $1,172,789 on its statement of operations related to the cancellation of a liability, compared to $-0- in 2022.

 

●

In 2022 the Company recorded a non-cash charge of $15,300,000 due to its issuance of a new series of preferred Series C Preferred Stock that granted super voting rights to the Company’s officers.

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

VNUE, INC.

(Name of Registrant as specified in charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: March 31, 2023	VNUE INC.
	By:	/s/ Zach Bair
	Zach Bair
	Chief Executive Officer