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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/17/23 Music Licensing Inc. 1-SA/A 6/30/22 1:224K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 1-SA/A Amendment No. 1 to Form S-A HTML 170K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Review Report | ||||
| " | Balance Sheet | ||||
| " | Income Statement | ||||
| " | Changes in Equity Statement | ||||
| " | Cash Flow Statement | ||||
| " | Notes to the Financial Statements | ||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA/A
SEMIANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
For the Semiannual Period Ended June 30, 2022
MUSIC LICENSING INC.
(Exact name of Registrant as specified in its charter)
Commission File Number: 24R-00045
| Nevada | 82-3156625 | |
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 3811
Airport Pulling Road North, Suite 203 Naples Florida |
34105 | |
| (Address of principal executive offices) | (Zip Code) |
(833) 227-7683
Registrant’s telephone number, including area code
Common Stock, $0.001 par value
(Title of each class of securities issued pursuant to Regulation A)
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In this semi-annual report, the term “Nuvus Gro Corp.,” “we,” “us” “our” or “the company” refers to Nuvus Gro Corp., a Nevada corporation and its subsidiaries.
The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
Item 1. Management’s discussion and analysis of financial condition and results of operations
Overview
Pro Music is a for-profit public performance rights organization representing approximately 2.5 million musical works of songwriters, composers and publishers, many of which originate from Jake P. Noch, Pro Music’s CEO, and that collects license fees on behalf of the songwriters, composers and publishers with whom it is affiliated and then distributes the license fees as royalties to those songwriters, composers and publishers whose musical works have been publicly performed. Pro Music’s repertory is presently accessible by download at https://promusicrights.com.
Pro Music is the one of several public performance rights organization in the United States, including Broadcast Music, Inc, American Society of Composers, Authors, and Publishers, SESAC and Global Music Rights, LLC, with an estimated 7.4% share of the performance rights market based solely on the approximate 2.5 million musical works in its repertory as compared to the publicly available information of the repertoires of Broadcast Music, Inc, American Society of Composers, Authors, and Publishers, SESAC and Global Music Rights, LLC.
Pro Music has a number of reputable artists in its repertory including, OG Maco, best known for his 2014 debut single “U Guessed It,” which went viral and peaked at number 90 on the U.S. Billboard Hot 100.
Pro Music has entered into agreements granting it the right to license the public performance rights in an approximate 2.5 million copyrighted musical works, which include, for example, musical works featuring notable artists such as A$AP Rocky, Wiz Khalifa, Pharrell, Young Jeezy, Juelz Santana, Lil Yachty, MoneyBaggYo, Larry June, Trae Pound, Sause Walka, Trae Tha Truth, Sosamann, Soulja Boy, Lex Luger, Lud Foe, SlowBucks, Gunplay, OG Maco, Rich The Kid, Fat Trel, Young Scooter, Nipsey Hussle, Famous Dex, Boosie Badazz, Shy Glizzy, 2 Chainz, Migos, Gucci Mane, Rich The Kid, Young Dolph, Trinidad James and Fall Out Boy.
Pro Music currently generates revenue by licensing the musical works in its repertory.
Plan of Operation
While we have generated revenue from operations, such revenue does not appear to be recurring and various downstream customers have failed to continue payments under their respective agreements. As reflected in our reviewed balance sheet for the period ended June 30, 2022, our unrecognized revenue is $432,362,906. Our plan of operation for the 12 months through November 2023 is to continue growing our business in the United States by seeking (i) partnerships to grow our repertory, (ii) songwriters, composers and publishers to contribute musical works to our repertory, and (iii) downstream customers to enter into per location or per service licensing agreements with us. We further intend to seek collection on the outstanding accounts receivable. While the Company intends to minimize its operational expenses, the Company has a good faith belief it can monetize certain accounts receivable through the fiscal year end of December 31, 2022. If the Company is unable to collect a significant percentage of its outstanding accounts receivable by December 31, 2022, the Company will likely have insufficient funds to continue its operations, expend resources on marketing or advertising, and otherwise maintain its information systems. Lastly, in such event, our songwriters, composers and publishers may seek to rescind their grants of public performance licenses or otherwise terminate their agreements with us, substantially impacting the Company’s ability to operate as a going concern.
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Our business is to license public performance rights of songwriters, composers and publishers to downstream customers, such as digital streaming services and radio stations. Our primary product and service is our songwriter’s composer’s and publisher’s public performance rights. As stated herein, we have obtained a significant repertory of musical compositions to offer to downstream customers, so that such customers can publicly perform such compositions publicly. While we have generated revenue in 2021 and through the six months ended June 30, 2022, as reflected on our financial statements, we seek to raise capital in order to scale our business operations. In the past, we have relied on our founder to fund operations. Once we entered into agreements with downstream customers, we began to generate revenue. Yet we continued to incur expenses for advertising and promoting the business, the musical works in our repertory and our songwriters, composers and publishers. We have encountered hesitation by songwriters, composers and publishers to switch performing rights organizations to us in any material numbers, and for downstream customers to enter into licensing agreements with us. We continue to believe that our royalty-payment model will prevail and songwriters, composers and publishers will perceive the added value in our offering to payout the entirety of royalties.
Pro Music’s License Agreements with Customers for the Public Performance of Musical Works in its Repertory
We have entered into written “Business License Agreements” with approximately 466 customers granting them a nonexclusive right and license to publicly perform the musical works of our songwriters, composers and publishers in our repertory. Of the approximate 2.5 million musical works in our repertory, approximately 2.2 million are musical works of Mr. Noch. The Business License Agreements are designed to encompass the entirety of the songwriter’s, composer’s or publisher’s writer share and publisher share on each of their respective musical compositions. For example, if a songwriter holds 10% of the writer share of a musical composition in 50 musical compositions, then the Business License Agreement is designed for Pro Music Rights to represent such songwriter’s 10% interest of the writer share for such compositions. The period of those agreements is for an initial term of five (5) years, which term automatically renews for successive one (1) year periods unless either party gives notice of termination no later than ninety (90) days prior to the end of the then-current term. Our Business License Agreements with our songwriters, composers and publishers encompass the entirety of their public performance rights in musical works. Such agreements are not generally entered on a song-by-song basis with artists, as the artists generally lack ownership of the public performance rights in and to the musical works except to the extent such artist is a songwriter, composer or publisher of such musical work. Nor do we generally enter into such agreements with the individual or group producing the musical work, except to the extent such individual or group is a songwriter, composer or publisher of such musical work.
We charge the following license fee to our customers and the following usage fees (i.e., royalties) for the public performance of musical works in our repertory: A base licensing fee of $50.00 per month for each business location, which fee shall increase every January 1 thereafter at a rate of 2.5% annually. Additionally, a per usage fee for each public performance of the musical works in our repertory is charged based on $0.00005 per usage for every 1% of a work registered with Pro Music Rights representing a total of 100% publisher and 100% writer share for a maximum of 200%. Such fee shall increase on a yearly basis every January 1st at 2.5% annually, rounded highest to the nearest $0.01, for example:
| Ownership of Musical Work | Usages | Total
Usage Fee | Base License Fee Per Business Location | Total
Fee Per Month | ||||||||||||
| 1% Ownership of Publisher and Writer share | 1,000,000 | $ | 100.00 | $ | 50.00 | $ | 150.00 | |||||||||
| 50% Ownership of Publisher and Writer share | 1,000,000 | $ | 5,000 | $ | 50.00 | $ | 5,050.00 | |||||||||
| 100% Ownership of Publisher and Writer Share | 1,000,000 | $ | 10,000.00 | $ | 50.00 | $ | 10,050.00 | |||||||||
With respect to the above table, if a composer holds a 1% interest of the publisher share and a 1% interest of the writer share then, based on 1,000,000 usages of the work over which the composer holds such 1% interest, the composer would receive a royalty payment from the usages equal to 1% of the $0.000005 per each of the 1,000,000 usages for the writer share and a royalty payment from the usages equal to 1% of the $0.000005 per each of the 1,000,000 usages for the publisher share, for a total royalty payment of $100.00.
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2
In general, if our songwriter, composer or publisher does not hold both 100% of the publisher share of a musical work and 100% of the writer share of a musical work, we would nonetheless collect royalties for the public performance of such musical work but only to the extent of the ownership percentage in the public performance rights of such songwriter, composer or publisher of such musical work, as set forth in above. Further, as a general matter, any individual or entity publicly performing a federally copyrighted musical work without a public performance license from the holders of the public performance rights for such musical work could be found liable for copyright infringement, among other claims. Even if our songwriters, composers or publishers own less than 100% of the publisher share and 100% of the writer share of a musical work, we nonetheless charge business license fees for the license granted to us in our Business License Agreement from our songwriters, composers and/or publishers for the musical works.
Pro Music’s customers are required, on the first of each month, to submit a musical work usage report detailing the usage of each musical work in Pro Music’s repertory. Such report shall contain the amount of usage and/or streams of which the customer utilized the musical works in our repertory. Upon receiving such report, Pro Music issues an invoice for the appropriate usage fee to the customer. In the event the customer submits such report later than five days after such reports are due, we charge the customer an additional fee. We collect payment from our customers through WePay, PayPal, checks, wire transfer and ACH. Once payments are collected from such agreements, we retain the monthly or annual fee as revenue and collect the usage fees, which are then distributed as royalties to our songwriters, composers and publishers.
Limited Business History; Need for Additional Capital
There is limited historical financial information about the Company upon which to base an evaluation of our performance. We are an early-stage corporation with limited operations and unsustainable revenues from business operations. We cannot guarantee we will be successful in our business plans. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration and/or development, and possible cost overruns due to price and cost increases in services. We are considering options to negotiate business combinations, mergers or acquisitions. However, there is no guarantee that we will be successful in closing these transactions we are considering. We have a specific business plan and timetable to complete our 12-month plan of operation based on the success of our service to license the public performance of musical works in our repertory to potential customers, such as, for example, television and radio stations; broadcast and cable networks; new media, including the Internet/streaming services and mobile technologies; satellite audio services like XM and Sirius; nightclubs, hotels, bars, restaurants and other venues; digital jukeboxes; and live concerts. Specifically, we have entered into various licensing agreements under which we have generated accounts receivables. Our reviewed balance sheet as of June 30, 2022 identifies $432,362,906 of unrecognized revenue predominantly arising from such licensing agreements. The accounts receivable consisted of the following: (1) monthly license subscription fee; (2) musical work usage non-declaration fee; and (3) interest charges. Our inability to raise additional funding may impair our ability to expand our operations, increase revenue, expend resources for advertising and promotion, enter into new licensing agreements and otherwise grow our business.
We will need additional financing to operate our business. We cannot provide investors with any assurance that we will be able to raise sufficient funding to continue or otherwise sustain business operations. We do not currently have any arrangements in place for any future equity financing. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future. If such financing is not available on satisfactory terms, we may be unable to continue or expand our business. Equity financing could result in additional dilution to existing shareholders. We will need to secure financing in the future to continue or otherwise sustain business operations.
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Liquidity and Capital Resources
As of June 30, 2022, we had a cash balance of $175,725. We will need to raise funds to commence our 12-month plan of business operation and fund any ongoing operational expenses. Historically, we have financed our operations and capital expenditures primarily through capital infusion from Jake Noch, our executive officer and director. For clarity, we have not entered into any loan, debt or other financing agreements with Mr. Noch, and we have no obligation to repay Mr. Noch for his capital contributions. Mr. Noch has funded our operations from his personal wealth with a full understanding of the personal financial risk thereof. While Mr. Noch intends to continue providing the Company with capital to fund its operations, there can be no assurance that he will continue to do so in the future, although Mr. Noch is aware that any cessation of his funding our operations will result in a total loss of his investment and the value of his substantial shareholding of the Company. In the future, we may raise additional capital through additional debt or equity financings to support our business, to respond to business opportunities, challenges, or unforeseen circumstances, or for other reasons. On an ongoing basis, we are evaluating sources of financing and may raise additional capital in the future. Our ability to obtain additional capital will depend on our development efforts, business plans, investor demand, operating performance, the condition of the capital markets, and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges senior to the rights of existing stockholders, and existing stockholders may experience dilution. Further, if we are unable to obtain additional capital when required, or are unable to obtain additional capital on satisfactory terms, our ability to continue to support our business or to respond to business opportunities, challenges, or unforeseen circumstances would be adversely affected.
Use of Estimates
The Company prepares financial statements in conformity with generally accepted accounting principles that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.
Fair Value of Financial Instruments
The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
Item 2. Other Information
None.
Item 3. Financial Statement
The accompanying semiannual financial statements are reviewed and have been prepared in accordance with the instructions to Form 1-SA. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with accounting principles generally accepted in the United States of America. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 1-K for the year ended March 31, 2022. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included, and all such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that can be expected for the year ending December 31, 2022.
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4
PRO MUSIC RIGHTS, INC.
FINANCIAL STATEMENTS
As of June 30, 2022
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F-1
 |
Pro Music Rights Inc |
Pro Music Rights Inc Financial Statements
As of June 30, 2022
Index to Reviewed Financial Statements
| Review Report | Page 3 |
| Balance Sheet | Page 5 |
| Income Statement | Page 6 |
| Changes in Equity Statement | Page 7 |
| Cash Flow Statement | Page 8 |
| Notes to the Financial Statements | Page 9 |
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F-2
INDEPENDENT ACCOUNTANT REVIEW REPORT
Board of Directors and Members of
Pro Music Rights, Inc.
3811 Airport-Pulling Rd.
We have reviewed the accompanying balance sheet of Pro Music Rights Inc (the company) as of June 30, 2022 and the related statement of income, statement of equity and statement of cash flows for the period ended from January 1, 2022 to June 30, 2022.
A review includes primary applying analytical procedures to management’s financial data and making inquiries of the company’s management. A review is less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting principles generally accepted in the United States of America; and this includes the design, implementation, and maintenance of financial statements that are free from material misstatement, whether due to fraud or error.
Accountant Responsibility
Our responsibility is to conduct the review in accordance with the Statement on Standards of Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of material modifications that should be made in the financial statements for them to be in accordance with the accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our report.
Accountant’s Conclusion
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with the accounting principles generally accepted in the United States of America.
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F-3
INDEPENDENT ACCOUNTANT REVIEW REPORT
Emphasis of Matter Paragraph 1
The accompanying financial statements have been prepared assuming that the company will continue as going concern. As discussed in note 2 the Company has incurred cumulative net losses of $(409,903) and negative cash flow from operations since incorporation. This raises substantial doubt about the company’s ability to continue as going concern. Management plan is also explained in note 2 Our opinion is not modified with respect to this matter.
Emphasis of Matter Paragraph 2
As discussed in Note 6 in the financial statements, the company has unrecognized revenues 432,362,906 as of the June 30, 2022, the note discuss the reasons for not recognizing those revenues. Our opinion is not modified with respect to that matter.
| /s/ Amjad N I Abu Khamis |
Jan 15, 2023
Amjad N I Abu Khamis
Certified Public Accountant, NH 08224
CF Audits LLC
159 Main St. STE 100
603-607-7600
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|
Pro Music Rights Inc |
As of June 30, 2022
| June 2022 | ||||
| ASSETS | ||||
| Current Assets | ||||
| Available Cash | 175,725 | |||
| Prepayments | 420 | |||
| Total Current Assets | 176,145 | |||
| Intangible Assets | ||||
| Copy Rights and Domain Names | 45,135 | |||
| Total Fixed Assets | 45,135 | |||
| TOTAL ASSETS | 221,280 | |||
| LIABILITIES AND EQUITY | ||||
| Liabilities | - | |||
| Current Liabilities | ||||
| Accounts payable | 18,912 | |||
| Sales tax payable | 4,536 | |||
| Advances from a shareholder | 359,264 | |||
| Total Liabilities | 382,712 | |||
| Equity | ||||
| Common Shares | 14,100 | |||
| Additional Paid In Capital | 234,371 | |||
| Retained Earnings | (409,903 | ) | ||
| Total Equity | (161,432 | ) | ||
| TOTAL LIABILITIES AND EQUITY | 221,280 | |||
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F-5
|
Pro Music Rights Inc |
As of June 30, 2022
| June 2022 | ||||
| Total Revenues | 35,445 | |||
| Income | 35,445 | |||
| Total Revenues | 35,445 | |||
| Less Operating Expenses | ||||
| Accounting and Legal Fees | 123,819 | |||
| Professional Fees | 78,356 | |||
| Insurance Expense | 2,514 | |||
| Dues and Subscriptions | 234 | |||
| General and Administrative | 957 | |||
| Tax Expenses | 1,208 | |||
| Total Operating Expenses | 207,088 | |||
| Net Operating Income (Loss) | (171,643 | ) | ||
| Net Income (Loss) | (171,643 | ) | ||
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F-6
|
Pro Music Rights Inc |
Statement of Changes in Equity
As of June 30, 2022
| Paid in Capital | Additional Paid in Capital | Retained Earnings | Equity Balance | |||||||||||||
| Beginning Balance as of January 1, 2022 | 14,100 | 234,371 | (238,260 | ) | 10,211 | |||||||||||
| Shares Issued During 2022 | - | - | - | 10,211 | ||||||||||||
| Net Loss During 2022 | - | (171,643 | ) | (161,432 | ) | |||||||||||
| Equity Ending Balance as of June 30, 2022 | 14,100 | 234,371 | (409,903 | ) | (161,432 | ) | ||||||||||
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F-7
|
Pro Music Rights Inc |
As of June 30, 2022
| OPERATING ACTIVITIES | June 2022 | |||
| Net Income (Loss) | (171,643 | ) | ||
| Adjustments to Reconcile Net Income to Net Cash provided by operations: | - | |||
| Change in Accounts Payables | 12,879 | |||
| Prepaid Expenses | (420 | ) | ||
| Net cash used by operating activities | (154,184 | ) | ||
| FINANCING ACTIVITIES | ||||
| Owners Contribution | 159,364 | |||
| Net cash provided by financing activities | 159,364 | |||
| NET CASH INCREASE (DECREASE) FOR PERIOD | 180 | |||
| Cash at the beginning of the period | 175,545 | |||
| CASH AT END OF PERIOD | 175,725 | |||
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F-8
|
Pro Music Rights Inc |
Notes to the Financial Statements
As of 31 December 2021
Those notes are an integral part of these financial statements
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Pro Music Rights, Inc. (“Pro Music” or “the Company”) is a music performing rights organization that represents songwriters, composers, and music publishers and issues public performance licenses to businesses for a flat monthly fee. Included in the standardized public performance license is a usage fee that is distributed as royalties to the songwriters, composers & music publishers that the Company represents. This model differs from competitors as the Company does not charge their artists an administration fee or utilize a royalty pool model.
The Company’s customers include television and radio stations, internet/streaming services and mobile technologies, Satellite audio services like XM and Sirius, nightclubs, restaurants, bars and other venues. Pro Music which is recognized in U.S. copyright law as a licensor of music was founded in 2018 and is based in Naples, FL.
The Company was incorporated in the state of Delaware on November 4, 2020. The Company was created by virtue of the LLC conversion to a corporation under the “Plan of Conversion” from Pro Music Rights, LLC to Pro Music Rights, Inc. which referred herein as “LLC Conversion”. The LLC Conversion has the following effects on the Company:
| 1. | All the claims, demands, property, rights, privileges, powers, franchises, and every other interest of the Converting LLC shall be as effectively the property of the Company as they were of the Converting LLC prior to effectivity of the conversion. |
| 2. | All debts, liabilities and duties of the Converting LLC shall be attached to the Company and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it. |
| 3. | All the outstanding membership interests in the Converting LLC shall be canceled and extinguished and be converted into and represent ownership interest in the Company on a one for one basis, such that one hundred percent (100%) of the membership interests of the Converting LLC shall be converted into one hundred percent (100%) ownership of the Company. |
NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN
Basis of Presentation
The Company has earned insignificant revenues from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.
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F-9
|
Pro Music Rights Inc |
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.
Going Concern
The company is a start-up and funding its operational expenses from the operating revenues, and financing activities. The Company has incurred cumulative net losses of $(409,903) and negative cash flow from operations since incorporation. During the year ended December 31, 2021 and June 30, 2022, cash flows from continuing operating activities was a use of cash of $216.7 thousand and $154 thousand, respectively. Management believes that its go-to-market strategy and subscription based model will result in the Company transitioning to generating positive cash flows from operations.
Management plans to include plans to raise additional equity financing. However, there can be no assurance that the Company will be successful in obtaining sufficient equity financing on acceptable terms, if at all.
Failure to generate sufficient revenues, achieve planned gross margins, control operating costs or raise sufficient additional financing may require the Company to modify, delay or abandon some of its planned future expenditures, which could have material adverse effect on the company’s business, operating results, financial condition and ability to achieve its intended business objectives. These circumstances raise substantial doubt about the Company’s ability to continue as going concern for a reasonable period of time.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management evaluates the estimates and assumptions based on historical experience, and believes that those estimates and assumptions are reasonable based upon information available to them.
Cash
Cash are stated at cost which approximates fair value. The Company deposits its cash with financial institutions that the management believes are of high credit quality. The Company’s cash consists primarily of cash deposited in U.S. dollar denominated investment accounts.
Accounts Receivables and Allowance for Doubtful Accounts
Accounts receivable are stated at Net Realizable Value (NRV). On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write offs, collections, and current credit conditions. A receivable is considered past due if the company has not received payments based on agreed-upon terms. The company generally does not require any security or collateral to support its receivables. No allowance for doubtful accounts was booked as of December 31, 2021 and June 30, 2022.
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F-10
|
Pro Music Rights Inc |
Fair Value of Financial Instruments
Pursuant to the accounting guidance for fair value measurements and its subsequent updates, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market- based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The accounting guidance establishes a three-tier fair value hierarchy that requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets or liabilities;
Level 2—Inputs other than the quoted prices in active markets, that are observable either directly or indirectly;
Level 3—Unobservable inputs based on the Company’s own assumption.
Intangible Assets
Intangible assets are comprised of copyrights and domain names. The Company is the owner for the exclusive rights to use these copyrights and domain names. As such, these assets do have an indefinite life. The Company reviews the currently held copy rights and domain names on an annual basis for impairment to determine if an adjustment is required. No impairment adjustment was considered necessary as of December 31, 2021, and June 30, 2022.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, control has been transferred, the fee is fixed or determinable, and collectability is reasonably assured. In instances where final acceptance of the product Is specified by the customer, revenue is deferred until all acceptance criteria have been met. The Company’s primary source of revenue is the monthly licensing subscription fee.
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:
| ● | Identify the contract with a customer, |
| ● | Identify the performance obligations in the contract, |
| ● | Determine the transaction price, |
| ● | Allocate the transaction price to performance obligations in the contract, and |
| ● | Recognize revenue as the performance obligation is satisfied. |
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F-11
|
Pro Music Rights Inc |
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in (i) calculating its income tax expense, deferred tax assets and deferred tax liabilities, (ii) determining any valuation allowance recorded against deferred tax assets and (iii) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which amends the existing guidance relating to the accounting for income taxes. ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance.
NOTE 4 – INTANGIBLE ASSETS
Intangible assets consisted of the following:
| June 30, 2022 | 2021 | |||||||
| Copyrights | 19,010 | 19,010 | ||||||
| Domain Names | 26,125 | 26,125 | ||||||
| $ | 45,135 | $ | 45,135 | |||||
In accordance with the LLC Conversion in Note 1, all of the claims, demands, property, rights, privileges, powers, franchises and every other interest of the Converting LLC shall be as effectively the property of the Company as they were of the Converting LLC prior to effectivity of the conversion. Hence, the intangible assets of the LLC amounting to $45,135 is transferred to the Company.
Copyrights and domain names have an indefinite life and are reviewed by management periodically for impairment to determine if an adjustment is required.
C:
F-12
|
Pro Music Rights Inc |
NOTE 5 – STOCKHOLDER’S EQUITY
The Company has authorized 1,000,000,000 shares of Class A Common Stock and 500,000,000 shares of Class B Common Stock with a par value of $ 0.00001 per share. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock are entitle to one hundred (100) votes for each share. Upon the dissolution, liquidation or winding up of the Company, holders of Class A Common Stock will be entitled to receive the assets of the Company after satisfaction of the preferential rights of any outstanding preferred stock or any other outstanding stock ranking on liquidation senior to or on parity with the common stock.
On November 4, 2020, the Company issued 910,000,000 shares of Class A Common Stock and 500,000,000 shares of Class B Common Stock for the one hundred percent (100%) membership interests of the Converting LLC. The fair value of the issued shares is equal to the net book value of the net assets of the Converting LLC at the conversion date.
NOTE 6 – Business License Agreements
The Company has signed Business License Agreements with 441 Customers as of June 30, 2022 to license, on a non-exclusive basis, non-dramatic public performances of their copyrighted musical compositions.
After signing the agreements, and based on the agreement terms, the company issues invoices to its customers for Minimum and Base License Fees and Per Usage Fees based on number of business locations. The company has not recognized the revenues in the financial statements as there is a doubt about the collectability of those revenues and shall need a legal action to determine the collectability percentage.
Total amount of unrecognized revenues was 432,362,906 as of the end of June 2022.
C:
F-13
Item 4. Exhibits
The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.
| (1) | Incorporated by reference to the Form 1-U filed with the Securities and Exchange Commission on August 19, 2022. |
The documents listed in the Exhibit Index of this report are incorporated by reference, in each case as indicated below.
C:
5
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Naples, Florida, on January 17, 2023.
Music Licensing Inc. |
||
| /s/ Jake P. Noch | ||
| By: | Jake P. Noch | |
| Chief Executive Officer,
Chief Financial Officer and Chairman of the Board of Directors |
||
Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.
| /s/ Jake P. Noch | |
| Jake P. Noch | |
| Chief Executive Officer,
Chief Financial Officer and Chairman of the Board of Directors |
|
| Date: January 17, 2023 |
6
| This ‘1-SA/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/17/23 | |||
| 1/15/23 | ||||
| 12/31/22 | ||||
| 8/19/22 | 1-U | |||
| For Period end: | 6/30/22 | 1-SA | ||
| 3/31/22 | 1-K, 1-K/A | |||
| 1/1/22 | ||||
| 12/31/21 | ||||
| 11/4/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/01/22 Music Licensing Inc. 1-SA 6/30/22 16:10M EdgarAgents LLC/FA 8/19/22 Music Licensing Inc. 1-U:1,6,8,9 8/15/22 6:713K EdgarAgents LLC/FA |