United States securities and exchange commission logo
February 3, 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. 11 to
Offering Statement on Form 1-A
Filed January 31,
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 27, 2023 letter.
Amendment No. 11 to Offering Statement on Form 1-A Filed January 31,
2023
History of the Share Exchange Transaction, page 17
1. We note your amended
disclosure in response to comment 2 and we reissue it in part.
Please clarify that
execution of the Share Exchange Agreement presents a conflict of
interest. In each
instance where you make statements about Mr. Noch's inability to make
changes to the Share
Exchange Agreement, please also disclose that the Share Exchange
Agreement was agreed
upon by Jake Noch, the controlling shareholder of both parties to
the transaction.
Additionally, we note your statement that "[t]he 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."
We note the following
term from Section 4(o) in the Stock Purchase Agreement:
Jake Noch
Music Licensing Inc.
February 3, 2023
Page 2
"Buyer represents that following the closing, Pro Music Rights, Inc. will
be acquired by
the Company through a merger or share exchange in consideration of
3,500,000,000
shares of common stock of the Company and voting preferred stock."
Please disclose whether voting preferred stock were part of the Share
Exchange
Agreement, and if not, why not.
2. We note your statement that "[t]he closing of the Share Exchange
Agreement occurred on
August 15, 2022, and as a result, Pro Music became a wholly-owned
subsidiary of the
Company. This also resulted in a change of control, as Jake P. Noch
became the majority
shareholder and a Director of the Company. This change of control was
effectuated by the
execution of the Share Exchange Agreement, which was agreed upon by the
controlling
shareholder of both parties to the transaction, Jake Noch." Please refer
to comment 2 in
our letter dated January 6, 2023, which we reissue in part here. Your
disclosure in your
Form 1-U dated July 22, 2022, and your disclosure elsewhere in this
offering circular,
indicates that Jake P. Noch acquired control of the Company and was
appointed as
Chairman of the Board of Directors of 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 Stock Purchase Agreement.
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,
FirstName LastNameJake Noch
Division of
Corporation Finance
Comapany NameMusic Licensing Inc.
Office of Trade &
Services
February 3, 2023 Page 2
cc: Nick Antaki
FirstName LastName