NEW YORK, NY / ACCESSWIRE / October 7, 2021 / VNUE, Inc. (OTC PINK:"VNUE") announced today that the Company has commenced a lawsuit against Power Up Lending Group, Ltd. and its CEO, Kurt Cramer, in the United States Federal District Court for the Eastern District of New York, in order to challenge and rescind several convertible note transactions that the company believes were unlawfully made and performed by Power Up as part of an alleged and potentially illegal convertible note business stemming over several years.
The industry for these types of note investments, sometimes referred to as "toxic lending," has been under heightened scrutiny and investigation by the Securities & Exchange Commission. It is the company's position that Power Up, and numerous other lenders purporting to be "investors" that prey on small OTC Markets companies, failed to register as dealers, violating Section 15(a)(1) of the Securities Exchange Act of 1934. Per the SEC's website (sec.gov), the SEC has commenced actions against several lenders accused by the SEC of violating this provision, including John Fife and his companies; Justin Keener and his company JMJ Financial; John D. Fierro and his company JDF Funding; Chip Rice and his company Carebourn Capital, GPL Ventures, LLC; and Ibriham Almagarby and his company Microcap Equity Group, LLC (MEG).
All of the SEC actions have been brought based on those lenders' failure to register as a dealer, and purveyors that buy convertible notes, convert the notes to stock, then sell the stock into the public markets and fail to register as a dealer violate the securities laws. A copy of the complaint will be published to our website, www.vnue.com.
VNUE, Inc.'s CEO, Zach Bair, stated "When we took these notes, we did so reluctantly, because we had no other funding source at the time, and it was either that, or be unable to execute our business plan. The intent was always to pay them off rather than have them convert to shares. But it was only recently through our attorneys that we learned that they were alleged to be unregistered dealers, taking advantage of dozens of small companies like ours, and likely breaking the law in the process. No one really likes to get involved in litigation, but VNUE will no longer tolerate these predatory lenders profiting off of our shareholders and the hard work of our staff."
The company has recently taken several steps to dramatically improve its balance sheet and to control the trajectory of the company and improve shareholder value. VNUE has, over the past several months, eliminated millions of dollars in convertible debt, including completely restructuring its largest convertible note into a simple note with ordinary business terms for repayment in cash, not stock. The Company will soon be disclosing in an upcoming regulatory filing that our attorneys have also forced the complete cancellation of another transaction that could have decimated the company's stock value.
Today's lawsuit announcement is a decisive step taken by the company, on behalf of its shareholders, and sends a strong message that these types of lenders are not welcome, and that the Company now has the resources to take a proactive approach to claw back lost shareholder value, such as that due to Power Up's alleged unlawful activities. We have instructed our attorneys to provide information to the SEC in any investigation of any and all potential lenders that the Company had contracted with and believes to possibly be non-registered but acting as dealers, and we will be keeping our shareholders apprised of the progress of this case.
We cannot express any opinion at this time on whether the company will be successful in its suit against Power Up, nor can we estimate the value of any stock or cash recovery if successful. Additionally, the cases referenced above may still be in litigation, so it is not the Company's place or right to determine whether or not the SEC will be successful; the cases noted are provided for informational and background purposes only.
About VNUE, Inc. (www.vnue.com)
VNUE, Inc., (OTC:VNUE) is a multi-faceted music technology company dedicated to monetizing the live music experience for artists, labels, writers, and publishers, with products such as its set.fm instant content distribution platform (www.set.fm), exclusive license partner and "instant live" pioneer DiscLive (www.disclive.net), and protecting the rights of artists and writers with the company's Soundstr music recognition technology (MRT) (www.soundstr.com). The veteran entrepreneurs, artists and songwriters behind VNUE, led by music and tech entrepreneur and recording artist Zach Bair (www.zachbairmusic.com), are passionate about the future of their industry and ensuring that rights holders' value is not lost amid always-changing technology. VNUE also holds a 4.99% stake in RockHouse Live International, a new live music venue & restaurant chain that was recently launched in Clearwater Beach Florida, and which is expanding globally, with new locations recently opened in Key West, FL, and Oxford, MS.
This press release may contain forward looking statements which are based on current expectations, forecasts, and assumptions that involve risks as well as uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by the Company with the U.S. Securities and Exchange Commission (SEC). Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in our filings with the SEC. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including but not limited to general stock market conditions. Reference is hereby made to cautionary statements set forth in the Company's most recent SEC filings. We have incurred and will continue to incur significant expenses in our expansion of our existing as well as new service lines noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long term. Additional service offerings may expose us to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations we will be providing services in, the impact of which cannot be predicted at this time.
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SOURCE: VNUE, Inc.