SEC Comment Letter 0000000000-23-000940 to Music Licensing Inc. (SONG) (CIK 0001671132) (SONG)
Music Licensing Inc. (SONG) (CIK 0001671132)
Date: Jan. 27, 2023 · CIK: 0001671132 · Accession: 0000000000-23-000940
AI Filing Summary & Sentiment
File numbers found in text: 024-12048
Letter
United States securities and exchange commission logo January 27, 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. 8 to Offering Statement on Form 1-A Filed January 18, 2023 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 January 6, 2023 letter. Amendment No. 8 to Offering Statement on Form 1-A Filed January 18, 2023 Arbitration: Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. vs. OTC Link LLC 1.We note your amended disclosure in response to comment 1, including that you are "seeking damages equal to the value of the Company prior to the wrongful actions of OTC Link LLC." We note that you have determined that value to be $0.11 per share. Please disclose which date you have identified as the start of the "wrongful actions of OTC Link LLC" and explain why you are not using the valuation associated with that date, if different than $0.11 per share.
FirstName LastNameJake Noch Comapany NameMusic Licensing Inc. January 27, 2023 Page 2 FirstName LastName Jake Noch Music Licensing Inc. January 27, 2023 Page 2 Share Exchange Agreement Transaction 2.We note your revised disclosure that "[p]rior to Mr. Noch’s installment as the Company’s CEO, the terms of the Share Exchange Agreement (SEA) had already been negotiated; but had yet to be finalized through formal agreement." Please elaborate on the terms of the deal that were negotiated prior to Mr. Noch's installment as the CEO, including any notable dates, draft agreements, valuations and negotiations. And clarify how execution of the agreement itself doesn't present its own conflict of interest, or acknowledge that it does, and refrain from describing the Share Exchange Transaction as "arms-length," considering you state the opposite on page 13. Pro Music Rights Inc. Financial Statements 3.We note you restated your financial statements in response to comment 3. Please revise to disclose prominently, on the face of the financial statements, that they have been restated, provide a note to the financial statements that thoroughly explains and quantifies revisions made in accordance with FASB ASC 250-10-50-7, and advise your independent accountant to (i) revise their report to refer to the restatement and the explanatory note and (ii) re-date or dual-date their report, as necessary, to comply with AICPA AU-C Section 560.A11. Please also include a currently dated consent from your auditor. 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
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United States securities and exchange commission logo
January 27, 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. 8 to Offering Statement on Form 1-A
Filed January 18, 2023
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 January 6, 2023 letter.
Amendment No. 8 to Offering Statement on Form 1-A Filed January 18, 2023
Arbitration: Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. vs. OTC Link LLC
1.We note your amended disclosure in response to comment 1, including that you are
"seeking damages equal to the value of the Company prior to the wrongful actions of OTC
Link LLC." We note that you have determined that value to be $0.11 per share. Please
disclose which date you have identified as the start of the "wrongful actions of OTC Link
LLC" and explain why you are not using the valuation associated with that date, if
different than $0.11 per share.
FirstName LastNameJake Noch
Comapany NameMusic Licensing Inc.
January 27, 2023 Page 2
FirstName LastName
Jake Noch
Music Licensing Inc.
January 27, 2023
Page 2
Share Exchange Agreement Transaction
2.We note your revised disclosure that "[p]rior to Mr. Noch’s installment as the Company’s
CEO, the terms of the Share Exchange Agreement (SEA) had already been negotiated; but
had yet to be finalized through formal agreement." Please elaborate on the terms of the
deal that were negotiated prior to Mr. Noch's installment as the CEO, including any
notable dates, draft agreements, valuations and negotiations. And clarify how execution
of the agreement itself doesn't present its own conflict of interest, or acknowledge that it
does, and refrain from describing the Share Exchange Transaction as "arms-length,"
considering you state the opposite on page 13.
Pro Music Rights Inc. Financial Statements
3.We note you restated your financial statements in response to comment 3. Please revise to
disclose prominently, on the face of the financial statements, that they have been restated,
provide a note to the financial statements that thoroughly explains and quantifies revisions
made in accordance with FASB ASC 250-10-50-7, and advise your independent
accountant to (i) revise their report to refer to the restatement and the explanatory note and
(ii) re-date or dual-date their report, as necessary, to comply with AICPA AU-C Section
560.A11. Please also include a currently dated consent from your auditor.
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