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February 7, 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. 12 to Offering Statement on Form 1-A
Filed February 6, 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 February 3, 2023 letter.
Amendment No. 12 to Offering Statement on Form 1-A Filed February 6, 2023
History of the Share Exchange Transaction, page 20
1.We note your amended disclosure in response to comment 1, including that the voting
preferred stock element that was set forth in the Stock Purchase Agreement "was excluded
from the Share Exchange transaction in an effort to minimize the complexity of the
transaction."  However, we also note the following statements:

•"The terms of the Share Exchange Agreement were fixed and unable to be changed
since the terms of the Share Exchange Agreement were embedded in the terms of the
Stock Purchase Agreement. Jake P. Noch did not alter the terms of the yet-to-be-
formalized Share Exchange Agreement ... ."

 FirstName LastNameJake Noch
 Comapany NameMusic Licensing Inc.
 February 7, 2023 Page 2
 FirstName LastName
Jake Noch
Music Licensing Inc.
February 7, 2023
Page 2

•"Because of the possibility of breach of fiduciary duty & in an effort to minimize the
complexity of the transaction, no changes to the terms of the Share Exchange
Agreement were made between July 19, 2022 and August 15, 2022."

We note that Mr. Noch signed the Stock Purchase Agreement on July 19, 2022, in which
he agreed to purchase Pro Music Rights, Inc. through a merger or share exchange in
consideration of 3,500,000,000 shares of common stock of the Company and voting
preferred stock.  After the July 19, 2022 Stock Purchase Agreement was signed, with Mr.
Noch as controlling shareholder of Nuvus Gro Corp. and Pro Music Rights, Inc., he
entered into the Share Exchange Agreement, which excluded the voting preferred stock
that was agreed to be included in the transaction, as set forth in the Stock Purchase
Agreement.  Please revise your disclosure to reflect that the terms of the Share Exchange
Agreement were different than the Stock Purchase Agreement and remove all disclosure
that indicates that the Share Exchange Agreement was "fixed," "unable to be changed,"
included "no changes to the terms," or other similar statements.
General
2.We note that you are offering 2,500,000,000 shares of common stock at $0.03 per share,
of which the selling stockholder is selling 750,000,000 shares of common stock.  We note
that the legal opinion filed currently covers 6,500,000,000 units at $.0064 per share.
Please have counsel revise the legal opinion to reflect the offering by you and the selling
stockholder on behalf of Music Licensing Inc.  Please refer to Staff Legal Bulletin No. 19
for guidance.
            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