SEC Comment Letter 0000000000-23-000207 to Music Licensing Inc. (SONG) (CIK 0001671132) (SONG)
Music Licensing Inc. (SONG) (CIK 0001671132)
Date: Jan. 6, 2023 · CIK: 0001671132 · Accession: 0000000000-23-000207
AI Filing Summary & Sentiment
File numbers found in text: 024-12048
Letter
United States securities and exchange commission logo January 6, 2023 Jake Noch Chief Executive Officer Music Licensing Inc. 3811 Airport Pulling Road North, Suite 203 Naples, FL 34105 Re:Music Licensing Inc. Amendment No. 7 to Offering Statement on Form 1-A Filed December 23, 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 December 16, 2022 letter. Amendment No. 7 to Offering Statement on Form 1-A Filed December 23, 2022 Arbitration: Music Licensing Inc. vs. OTC Link LLC 1.We note your response to comment 2 and we reissue it in part. Please describe in further detail how you arrived at the value of the damages sought from OTC Link LLC. Interest of Management in Certain Transactions 2.We note your amended disclosure in response to comment 3, including that "[t]he number of shares offered through this exchange Transaction was arbitrarily determined and set by the previous CEO of NUVG, Sam Talari, prior to Jake Noch’s involvement with the Company." However, we note your disclosure in your Form 1-U dated July 22, 2022, which indicates that Jake P. Noch was appointed as Chairman of the Board of Directors of
FirstName LastNameJake Noch Comapany NameMusic Licensing Inc. January 6, 2023 Page 2 FirstName LastName Jake Noch Music Licensing Inc. January 6, 2023 Page 2 the Company and as Chief Executive Officer, Chief Financial Officer and Secretary of the Company on July 19, 2022 and Sam Talari resigned as of the same date. Please revise to remove your disclosure that Mr. Noch became the majority shareholder and director of the company as a result of the Share Exchange, when in fact he was already the controlling shareholder and sole director and officer of the company as a result of the transaction reported on Form 1-U. Further revise to consistently state throughout your offering circular that Mr. Noch has served in such roles since July, not August, including your new risk factor disclosure. Also, revise to state that the terms of the Share Exchange were negotiated solely by Mr. Noch or tell us us how Mr. Talari was involved when he had already resigned. Finally, considering all of the company's directors, Vito Roppo, Paul Ring, Rodrigo Di Federico, and James Chillemi, were appointed after the Share Exchange Transaction was effectuated, according to your Form 1-U dated August 15, 2022, clarify that the directors were not involved in the transaction on behalf of the company, but received information on the transaction in their capacity as directors of Pro Music Rights. Pro Music Rights Inc. Financial Statements Notes to the Financial Statements Note 3 - Significant Accounting Policies 3.We note your response to comment 5; however, your response does not address the substance of our comment. Please tell us how you determined that it was appropriate to record an asset for accounts receivables when you have not recognized revenue due to doubts about your collectability of those accounts. In addition, tell us how you determined it was appropriate to record deferred revenue when you have received no corresponding advanced payments. You may contact Blaise Rhodes at (202) 551-3774 or Theresa Brillant at (202) 551-07 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
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United States securities and exchange commission logo
January 6, 2023
Jake Noch
Chief Executive Officer
Music Licensing Inc.
3811 Airport Pulling Road North, Suite 203
Naples, FL 34105
Re:Music Licensing Inc.
Amendment No. 7 to Offering Statement on Form 1-A
Filed December 23, 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 December 16, 2022 letter.
Amendment No. 7 to Offering Statement on Form 1-A Filed December 23, 2022
Arbitration: Music Licensing Inc. vs. OTC Link LLC
1.We note your response to comment 2 and we reissue it in part. Please describe in further
detail how you arrived at the value of the damages sought from OTC Link LLC.
Interest of Management in Certain Transactions
2.We note your amended disclosure in response to comment 3, including that "[t]he number
of shares offered through this exchange Transaction was arbitrarily determined and set by
the previous CEO of NUVG, Sam Talari, prior to Jake Noch’s involvement with the
Company." However, we note your disclosure in your Form 1-U dated July 22, 2022,
which indicates that Jake P. Noch was appointed as Chairman of the Board of Directors of
FirstName LastNameJake Noch
Comapany NameMusic Licensing Inc.
January 6, 2023 Page 2
FirstName LastName
Jake Noch
Music Licensing Inc.
January 6, 2023
Page 2
the Company and as Chief Executive Officer, Chief Financial Officer and Secretary of the
Company on July 19, 2022 and Sam Talari resigned as of the same date. Please revise to
remove your disclosure that Mr. Noch became the majority shareholder and director of the
company as a result of the Share Exchange, when in fact he was already the controlling
shareholder and sole director and officer of the company as a result of the transaction
reported on Form 1-U. Further revise to consistently state throughout your offering
circular that Mr. Noch has served in such roles since July, not August, including your new
risk factor disclosure. Also, revise to state that the terms of the Share Exchange were
negotiated solely by Mr. Noch or tell us us how Mr. Talari was involved when he had
already resigned. Finally, considering all of the company's directors, Vito Roppo, Paul
Ring, Rodrigo Di Federico, and James Chillemi, were appointed after the Share Exchange
Transaction was effectuated, according to your Form 1-U dated August 15, 2022, clarify
that the directors were not involved in the transaction on behalf of the company, but
received information on the transaction in their capacity as directors of Pro Music Rights.
Pro Music Rights Inc. Financial Statements
Notes to the Financial Statements
Note 3 - Significant Accounting Policies
3.We note your response to comment 5; however, your response does not address the
substance of our comment. Please tell us how you determined that it was appropriate to
record an asset for accounts receivables when you have not recognized revenue due
to doubts about your collectability of those accounts. In addition, tell us how you
determined it was appropriate to record deferred revenue when you have received no
corresponding advanced payments.
You may contact Blaise Rhodes at (202) 551-3774 or Theresa Brillant at (202) 551-07 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