SecProbe.io

United States securities and exchange commission logo
December 16, 2022
Jake Noch
Chief Executive Officer
Music Licensing Inc.
3811 Airport Pulling Road North, Suite 203
Naples, FL 34105
Re:Music Licensing Inc.
Amendment No. 6 to Offering Statement on Form 1-A
Filed December 7, 2022
File No. 024-12048
Dear Jake Noch:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 29, 2022 letter.
Amendment No. 6 to Offering Statement on Form 1-A Filed December 7, 2022
Plan of Distribution, page 15
1.We note your amended disclosure in response to comment 1.  Please revise to include a
risk factor that describes the risks associated with shares offered by the company and your
selling shareholder at the same time, including the fact that you may not raise the intended
proceeds due to competing offers and sales.
Legal Proceedings
Arbitration: Music Licensing Inc. vs. OTC Link LLC, page 19
2.We note your disclosure regarding your arbitration with OTC Link LLC.  Please describe
in further detail the allegations against OTC Link LLC and how you arrived at the value

 FirstName LastNameJake Noch
 Comapany NameMusic Licensing Inc.
 December 16, 2022 Page 2
 FirstName LastNameJake Noch
Music Licensing Inc.
December 16, 2022
Page 2
of the damages sought.
Interest of Management in Certain Transactions, page 33
3.We note your amended disclosure in response to comment 3, including your statement
that you cannot assign value to the purchase of 44,941,214 shares of Common Stock by
Eric Horton of C&S Advisors Inc. from Talari Industries LLC and Harvest Fund LLC.
Please explain in further detail why such valuation cannot be determined.  We also note
your statement regarding the Share Exchange Agreement between Nuvus Gro Corp. and
Pro Music Rights that "[a]ssignment of value to this transaction cannot be determined at
this time since this was a Share exchange transaction."  Please explain in further detail
why such valuation cannot be determined at this time.  For example, please elaborate on
why fair value, book value, or par value was not or could not be assigned to the shares in
the transaction, and if no value can be assigned, how you determined the number of shares
to issue or amount that was paid.  Please also explain your statement on page 33 that
"[t]he Shares being offered by Mr. Noch as a Selling Shareholder do not exceed the value
he relinquished for such Shares" in light of the fact that you have not assigned a value to
the shares exchanged in the Share Exchange Agreement.  Additionally, please revise the
risk factor that you added to page 13 to discuss the risks associated with interested parties
involved on both sides of the transactions. Finally, elaborate upon your disclosure where
you indicate that "all of the directors (Jake Noch, Vito Roppo, Paul Ring, Rodrigo Di
Federico and James Chillemi) were involved in this transaction," to explain the manner in
which they were "involved."
Security Ownership of Management and Certain Securityholders, page 33
4.Please revise to include the voting securities beneficially owned by the directors, in
addition to the voting securities beneficially owned by Jake Noch.  Please refer to Part II.
Item 12 of Form 1-A.
Pro Music Rights, Inc. Financial Statements
Notes to the Financial Statements
Note 3 - Significant Accounting Policies, page 35
5.We note your response to comment 5; however, it did not address the substance of
our comment.  We therefore reissue our comment.  Please provide a robust description of
the facts and circumstances whereby all billings were generated and provide the specific
authoritative guidance you used in your determination that deferred revenue and the
corresponding accounts receivable met the criteria under generally accepted accounting
principles to be recorded in your financial statements.
Nuvus Gro Corp. Financial Statements
Independent Auditors' Report, page 35
6.We note your response to comment 6; however, we do not see where your auditor has

 FirstName LastNameJake Noch
 Comapany NameMusic Licensing Inc.
 December 16, 2022 Page 3
 FirstName LastName
Jake Noch
Music Licensing Inc.
December 16, 2022
Page 3
included a report date in accordance with Rule 2-02 of Regulation S-X.  We therefore
reissue the comment.  Please have your auditor amend their report to include the report
date.
General
7.Please file your auditor's currently dated consent (Exhibit A-11) for Nuvus Gro Corp in
the next amendment.
8.We note your revised disclosure in response to comment 8; however we still note multiple
references to "selling securityholders" and "selling shareholders" throughout your offering
circular.  Please revise to remove such references.
            You may contact Blaise Rhodes at (202) 551-3774 or Theresa Brillant at (202) 551-3307
if you have questions regarding comments on the financial statements and related
matters.  Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Nick Antaki