SEC Comment Letter 0000000000-23-001456 to Music Licensing Inc. (SONG) (CIK 0001671132) (SONG)
Music Licensing Inc. (SONG) (CIK 0001671132)
Date: Feb. 13, 2023 · CIK: 0001671132 · Accession: 0000000000-23-001456
AI Filing Summary & Sentiment
File numbers found in text: 024-12048
Letter
United States securities and exchange commission logo February 13, 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. 13 to Offering Statement on Form 1-A Filed February 8, 2023 File No. 024-12048 Dear Jake Noch: We have reviewed your amended offering statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 7, 2023 letter. Amendment No. 13 to Offering Statement on Form 1-A Filed February 8, 2023 General 1.We note the revised legal opinion filed in response to comment 2 opines on the legality of "2,500,000,000 units." Please revise to reflect the offering of 2,500,000,000 shares of common stock, not "units." Separately, for offering statements that register the resale of shares that are already outstanding, in this case the 750,000,000 shares of common stock to be sold by the selling shareholder, the legality opinion should recognize that these securities are already outstanding and fully paid. Please have counsel revise the opinion to state that the shares to be offered by the selling shareholder “are” legally issued, fully paid and non-assessable. Refer to the Division of Corporation Finance Staff Legal Bulletin 19, Section II.B.2.h. for guidance.
FirstName LastNameJake Noch Comapany NameMusic Licensing Inc. February 13, 2023 Page 2 FirstName LastName Jake Noch Music Licensing Inc. February 13, 2023 Page 2 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
Show Raw Text
United States securities and exchange commission logo
February 13, 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. 13 to Offering Statement on Form 1-A
Filed February 8, 2023
File No. 024-12048
Dear Jake Noch:
We have reviewed your amended offering statement and have the following comment. In
our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 7, 2023 letter.
Amendment No. 13 to Offering Statement on Form 1-A Filed February 8, 2023
General
1.We note the revised legal opinion filed in response to comment 2 opines on the legality of
"2,500,000,000 units." Please revise to reflect the offering of 2,500,000,000 shares of
common stock, not "units." Separately, for offering statements that register the resale of
shares that are already outstanding, in this case the 750,000,000 shares of common stock
to be sold by the selling shareholder, the legality opinion should recognize that these
securities are already outstanding and fully paid. Please have counsel revise the opinion
to state that the shares to be offered by the selling shareholder “are” legally issued, fully
paid and non-assessable. Refer to the Division of Corporation Finance Staff Legal
Bulletin 19, Section II.B.2.h. for guidance.
FirstName LastNameJake Noch
Comapany NameMusic Licensing Inc.
February 13, 2023 Page 2
FirstName LastName
Jake Noch
Music Licensing Inc.
February 13, 2023
Page 2
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