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CEO talked a good game about potential listings on the Canadian and European exchanges, at the height of the Twitter or (X) non stop self promotional postings even floated the notion or intention of a possible listing on the NYSE. IMO PMR is looking more and more to be a house of cards ready to collapse under the slightest breeze, ripe for further dilution in the pursuit of self enrichment and major exchange listing through dilutive measures tied to the use (possible abuse) of the 3(a)(10). Proposed buybacks are meant to counteract or offset effects felt from dilution, however IMO the effect from the amount of dilution required will by far outweigh the effect of any proposed buybacks. CEO laid out a hypothetical about post split open market purchases in the amount of $500k. Open market purchase along with buybacks may provide some form of temporary relief but are not a solution to the much larger problem.
It was actually 1 for 500,000 and one can only assume new stock to be issued to HUMMM let me guess who gets it?
LOL...1 for 50,000 RS.
Gawd...
LOL...1 for 50,000 RS.
Gawd....
Jake managed to stop any chance of uplisting to NASDAQ by reducing the known shareholders to 10, NASDAQ requires 450. at best, 450 shareholders can own roughly 13 shares each on average to get there. This of course, will never happen until... you guessed it, Jake comes up with a new excuse to convert more 3a10 into shares and sell into the market. Only a matter of time.
A petulant child in need of a silver spoon being removed from his mouth and placed where the sun don't shine. https://archive.completemusicupdate.com/article/sosa-entertainment-boss-calls-spotifys-fraudster-claims-laughable-and-blatantly-false/
Thanks for sharing
According to the link below the average annual salary of a dance studio owner is between $33k and $43k with the lowest being around $16k per annum
https://dancerents.com/how-much-do-dance-studio-owners-make/
This kind of puts the recurring $12 million annual basic salary Jake has awarded himself into perspective
Assuming this is a normal small dance studio owner earning $16k to $43k and not an owner of a major chain of dance studios personally I wouldn’t be able to sleep at night if a member of my team had charged them $20,000 for a one year proforma SONG PRO licence let alone $100,000 for a five year contract assuming the contract was on the basis of the proforma SONG PRO licence you shared
In the past we did bespoke music projects for certain small businesses (at their request) where the small business was seeking their own unique specially composed music catalog and their own specially recorded music which over 5 years might have grown to $100,000 of expenditure for satisfied customers based on mutually agreed terms and staged progress payments hence $100,000 of unpaid invoices never built up on such bespoke music projects.
Do you know anything about the size of the dance studio being licensed here or if they were getting a lot more than an off the shelf standard SONG PRO licence for $100,000 ?
Whereas a 5 year PRO agreement is often negotiated by a professional and knowledgeable music user with significant scale (on their terms) such as a big TV broadcaster or a major global platform such as YouTube I have personally never heard of small business owners asking for 5 year minimum terms on $100,000 contracts with no break clauses
Sadly I suspect the dance studio won’t be able to pay the $100,000 that SONG is seeking through the courts nor sadly I suspect will SONG be able to pay Jake the $12 million recurring annual basic salary he awarded himself (with the approval of his board)
I seem to recall that other PRO’s such as ASCAP use an independent arbitration process rather than the court process to resolve misunderstandings with their customers
What were the other SONG board members thinking when they signed off Jake’s $12m plus employment agreement given the operating cash flow history of SONG ?
As a benchmark, according to Digital Music News in April 2020 the salary of ASCAP CEO Elizabeth Matthews was believed to be in the low 7-figure range which is presumably a lot closer to $1m than $12 million.
Unlike SONG which I understand has 1 or maybe 2 employees, ASCAP is a big organisation and has over 600 employees so I speculate purely as an outsider with little knowledge of SONG that a better benchmark for a professional CEO of SONG might be at (or below) the average ASCAP executive compensation of circa. $216,053 a year
[ source : https://www.comparably.com/companies/ascap/executive-salaries ]
Congrats jake, you killed your stock. Can't wait for the dilution train to start again.
Thanks for the correction.
the 73 shares went off at 12:16.
https://ih.advfn.com/stock-market/USOTC/music-licensing-SONGD/trades
That's risky. You got balls.
I've got my Bid in for .0001...LOL
I think 73 shares sold @ $10.00 per share at closing. The ask became $ 100.00 and the next bid went to $ 5.50 this is all according to ihub quote.
https://ih.advfn.com/stock-market/USOTC/music-licensing-SONGD/stock-price
Volume 73
Bid Price 5.05
Ask Price 100.00
Music Licensing Inc SONGD OTCMarkets Common Stock
Price Change Change Percent Stock Price Last Traded Upgrade Icon
0.00 0.00% 100.00 16:00:00
Open Price Low Price High Price Close Price Prev Close
100.00 100.00
Trades Volume Avg Volume
1 73 -
Last Trade Time Type Quantity Stock Price Currency
Closed 73 10.00 USD
SONGD
Music Licensing, Inc.
Common Stock
100.00
0.00
0.00%
75.00 / No Inside (1 x 1)
Thanks for that, especially the ASCAP link which clearly shows prices, something Jake's website doesn't do until you fill out a form that he then says is a 5 year contract you've signed.
So, it looks as if an annual ASCAP license to use their huge catalog for a large dance studio is around $300.
Meanwhile Jake is suing a North Carolina dance studio for $100,000 for not respecting a 5 year contract they are probably unaware of.
Hope that helps in your understanding of the industry and where PRO’s are positioned relative to other music companies
thank you so much. as a person who knows nothing about the subject, i find that quite helpful.
Even as a Music Exec I found the SONG proforma licence confusing on a quick glance and hence I haven’t done a full review
Almost certainly the big streaming and social media platforms and big Media corporations would not sign such a generic document as they have standard business models and their own in house licensing templates for PRO’s and other music suppliers which have formed the basis of negotiations I had as a Music Publisher in the past when we were direct licensing music to them
I won’t go into specifics about the SONG proforma PRO licence as that requires a detailed review by music lawyers looking at the agreement in the context of different user types as each user type review will flag up specific clauses that are either irrelevant or inappropriate to that user class or simply missing as not all users of music are the same
Instead, I trust my personal perspective of the music industry below will help you understand the world of PRO’s yourself a little better and to allow you to make your own judgement about where SONG fits in the music industry
The world of music licensing can indeed be very complex and in my opinion the key to building a successful music corporation is great music and a great team than can create even more great music that the market wants whilst building a great customer service experience for music users ( people who actually pay for the music ) that makes the music user experience easier for the music user and creates satisfied customers and hence recurring revenue streams
The days of consumers buying records being the major music industry revenue stream are long gone with revenue streams such as public performance income having grown over the last two decades
To generate revenues you need also to understand music rights and to understand music rights first you need to understand the difference between ;
A) Rights in the Musical Composition created by the Composer / Songwriter often in association with a Music Publisher
PRO’s ( Performing Rights Organisations ) collect public performance royalties on the public performances of the music works ( rather than the recording thereof) that the PRO manage on behalf of the copyright owner ( Music Publishers / Composer / Songwriter) who have signed to the PRO usually for a term period
Many customers such a the big TV broadcasters or platforms may prefer to take out a PRO licence with the a few major PRO’s ( ASCAP, BMI, SESAC etc ) to get access to as much music as they need rather than negotiating with multiple smaller entities such as individual Major or Minor Music Publishers or Composers or smaller PRO’s etc
B) Rights in the Recordings created by Record Labels and Artists
Without access to recordings there is unlikely to be any public performance of the musical composition unless the user wishes to invest in recording their own recordings with the consent of the music publisher or composer
Music Corporations such as Universal own both Music Publishers and Record Labels and in the U.S. can direct licence certain U.S. public performance rights but are also aligned to ASCAP, BMI or SESAC and occasionally GMR based on their composer affiliation to allow them to participate in the collective licensing of the PRO’s
I am not aware of how many recording rights SONG controls and licences alongside the PRO rights created by its composers and publishers or AI or how SONG licences these recording rights as I just don’t know the SONG catalog or operations in any detail
Without access to to recordings the revenue stream from music compositions alone is limited
Most PRO’s invest heavily in trying to help their customers find the right sort of licence for their needs and Educating their customers hence retaining them as regular customer going forwards even if that means referring them direct to a record label or music publisher if the PRO doesn’t hold all of the rights that they need for a specific usage instead of selling them a licence they do not need
Unlike the generic SONG pro forma PRO licence that you shared most PRO’s I have worked with have a wide different license types each tailored to the needs of the different user types
In many instances even these pro formas need to be topped and tailed to meet the specific requirements of a specific customer
For example see the different types of proforma licence types and different price lists and reporting forms that ASCAP have created for their users having access to to a huge catalog including works by many famous artists on the link below
https://www.ascap.com/music-users/licensefinder
As I mentioned above the PRO licence typically only covers use of the rights in the music composition created by their affiliated music publishers and composers and managed by the PRO
The rights to use the recording created by record companies / artists is subject to an additional licence as explained in the ASCAP
As SONG seems to have at least some recording rights it is not solely a PRO I wonder how licensing to use recording rights fits into the SONG business model
Hope that helps in your understanding of the industry and where PRO’s are positioned relative to other music companies
Is this what shareholder value looks like? Asking for a friend.
I've got my Bid in for .0001...LOL
LOL
Thanks
And thanks for the comic relief!!!!!!!!!!!!
What a horrible contract this is. No songwriter would ever sign this unless they were coerced to do so. This contract would bleed you dry. You’d never see a penny.
Meanwhile Jake is announcing on Twitter that he's just got another $208 dollars from the Listerine royalties stake that cost him $79,500.
He's already spent that $208 on press releases saying the $208;
underscores the success of Music Licensing, Inc.’s investment strategy. Through prudent decision-making and proactive engagement, the company has secured a reliable revenue stream that adds value to its shareholders.
OTC done 4 life. I rather buy anything else
HERE COME THE OTC RS's there are many more to come
Indooooooooobitably one of the biggest reverse splitzkies of all time, and by one of the most self-righteous morons (or Maroon if'n you're a Bugs Bunny fan) of all time.
Maybe Noch could put the reverse split to music and lyrics to soothe his hapless shareholders who can't even sit down because that part of their anatomy was split like the San Andreas fault line.
I'm glad I never bought any of this POS. I feel sorry for those that did. On top of that the CEO is actually trying to sue them for not enjoying it. Totally absurd...this is so bizarre.
Is this one of the biggest one's you've seen?
Thanks
SONG: READERS DIGEST VIDEO EXPLANATION :
https://www.otcmarkets.com/stock/SONGD/quote...
SONGD
Music Licensing, Inc.
Common Stock
100.00
0.00
0.00%
10.00 / No Inside (1 x 1)
$SONG: REVERSE SPLIT-a-CON TRACKER :)
Well - lets see what Lil Jake and his scam does now -
https://www.otcmarkets.com/stock/SONGD/disclosure
100.00
0.00
0.00%
1.25 / No Inside (1 x 1)
Real-Time Best Bid & Ask: 09:09am 05/20/2024
You'll probably make a bit more sense of this than I can. It is the 5 year contract Jake says anyone who fills the form on his site has agreed to:
https://promusicrights.com/email/Agreement_Music_User.php?local=true&hash=889371005182024024826
How does it compare to a license from the real PROs with real music?
$SONG: FINANCIAL SEC EDGAR DATABASE
Musicexec - just an FYI regarding filings. SONG is a "SEC FILER" where as many (probably 90% or more) of these stinky pinky OTC trading POS scams are "usually" what's known as "Alternative filers" and they merely file a literal MS WORD document to nowhere and no one but the OTC MARKET site.
I just grabbed the 1-K filing off the OTC link as I had that page open and it was quick.
BUT the "official" repository for ALL SEC FILINGS for any SEC filer company - is always the SEC EDGAR database aka US gov maintained, etc.
https://www.sec.gov/edgar/search/#/ciks=0001671132&entityName=Music%2520Licensing%2520Inc.%2520(SONG)%2520(CIK%25200001671132)
That is the link to any and all "official filings" and also is where those filings "officially get uploaded" for ticker $SONG, this here bad train wreck with a massive crash n burn plane disaster wrapped around it.
When I get a few minutes in a little while - I "think" I can probably answer your other questions.
Just "at a glance" reading your post - first place to "understand" the $12,000,000 bullshit as to Lil Jake and his "self issued salary" aka $12 mil annually - he issued to HIMSELF as a "DEBT NOTE OWED IN SHARES OF STOCK, AS MANY SHARES AS NEEDED AND NO LIMIT TO THOSE SHARES" blah blah blah blah paraphrasing.
It's all a hustle - and thus the variable share count issue I "think" is what you were asking about. AND if I'm not mistaken he has that scam "salary" accruing interest OWED TO HIMSELF LOL !!!
These are ALL hallmarks of penny gutter total scams - as gutter as the $1 BILLION in pure vapor-ware and not worth the paper its printed on SCAM "REVENUES" - the Fugazi-a-SCAM INC aka this POS $SONG !!!
Will post some things later - but keep the SEC EDGAR link for anytime you need it - that's the best place to always go for actual, most recent, 100% "true and bona fide" SEC filings, for ANY "SEC LISTED" company.
You can search SEC EDGAR by company name (Example: Apple, or Microsoft etc) and get all their filings - exactly as uploaded to the SEC EDGAR repository :))
Just seen this from the OTC 1k filing :
Risk Factor: The Company may not recuperate all the debts that it is owed.
If the company is unable to successfully recover a significant portion of the outstanding amounts owed to it, a revision of the financial statements might be necessary. Such a situation implies that the expected cash flows, previously recognized as receivables, may not materialize, leading to a reassessment of the company’s financial position. The potential inability to collect on these receivables may necessitate writing off these amounts as bad debts, directly affecting the company’s net income and potentially altering stakeholder perceptions of the company’s profitability and financial stability.
Had this been disclosed to the auditor at the time of their audit of the financial statements surely this would have resulted in a going concern qualification on their audit report dated Feb, 22 2024 ?
Is it not usual practice for companies to release their full directors report at the same time they release their financial statements to investors and to the public to avoid speculation on stand alone financial statements by readers who haven’t yet had the opportunity to read the full directors report at the same time they read the company financial statements?
Simultaneous release also allows an auditor to check for inconsistency with the directors report or to ask additional audit questions before signing their audit report on the financial statements
many thanks Dragon Lady for sharing the link to the Form 1-k OTC filing for the year to Dec 23 which were filed on 03/25/2024 which I hadn’t clicked on until now for the reason set out below
https://www.otcmarkets.com/filing/html?id=17393055&guid=iiQ-k61SCP9nB3h
I had until now only seen the company press release with the link to the Dec 2023 financial statements made on 02/26/2024 which I had incorrectly assumed was all the information through Dec 23 that was publicly available from the company for the period but now I see from the OTC link you kindly shared that the financial statement issued in Feb excluded the additional disclosures by the company directors on pages 1 to 20 of the 1k filing including a reference to 2.2 million of the music tracks claimed to be owned by the company being by Jake Noch himself as well as reference to risk factors identified by the directors and other statements by the directors which were not published in Feb with the published financial statements themselves which were released a month earlier without the full 20 page directors report filed with the 1k filing which may shed additional light on the reading of the financial statements of the company which I will now need to re read
As I have only just seen this OTC filing I have only had time so far to have a very very brief read through the additional director disclosures on pages 1 to 20 but immediately saw at least one potential inconsistency between the additional disclosures on pages 1 to 20 and the financial statements released by the company during Feb 2024 as set out below which I’m hoping other members of this forum can clarify for me or maybe even Jake himself could clarify when he next visits this forum.
The additional directors disclosure shows ‘directors compensation’ of $12,308,525 plus $15,000 yet page F3 of the financial statements shows Wages and Salaries of $12,000,000. Anyone understand where the additional costs could be classified in the financial statements if not on the Wages and Salary line of the P&L as the crowdfunding auditor did not flag this as a potential inconsistency in his Form 1-k report so should I assume the cost must be included in another line of the P&L ?
Is there no employer taxes or other costs to be accrued on the accrued salaries ?
I’m personally also struggling to understand why the holding of common shares by the Noch family office is disclosed as being “undeterminable amount of Common Shares 3(a)(10)” as at the balance sheet dates. Can anyone explain ?
Again if anyone can explain this to me in simple terms as I’m still struggling to understand the share capital of this company.
I am also not sure where the payments to artists , composers and third party publishers are shown on the P&L nor the accrual for such payments on the huge accrued revenues amount
I am also trying to understand why no accruals have been made for corporate or deferred taxes payable given the cumulative profits reported in the financial statements
I imagine that like me other people on this forum who read the financial statements issued with the Feb press release may have also assumed the financial statements released by the company at the end of February 2024 had been the full disclosure by the company directors for the year to Dec 23 and hence I assume some readers like me had not clicked on the 1k OTC filing itself and so like me may not have been aware of the 20 pages of additional director disclosures that had not been released at the time the financial statements were released by the company via globe newswire to the general public a month earlier
Any insights from anyone on this forum on these additional 20 pages of disclosures I missed reading myself would be most welcome as I am not sure when I will get time over coming days to properly read 20 pages of additional disclosures myself
$SONG: Lil JAKE X-TWEETS "R/S A GOOD THING" LMAO !!!
The dude is mis-wired and just a plain old garden variety dirt ball to put it mildly........
MONDAY $SONG BECOMES $SONGD for approximately 20 days & approximately 6,004 Shares will be outstanding! pic.twitter.com/coZksuM5Um
— Pro Music Rights (@ProMusicRights) May 17, 2024
Employment Agreement with Jake P. Noch
On June 25, 2023, Music Licensing Inc. entered into an Employment Agreement with Jake P. Noch, appointing him as Chief Executive Officer, Chairman of the Board of Directors, President, Secretary, and Interim Chief Financial Officer. The Agreement outlines various terms of employment, including duties, compensation, and termination provisions.
Compensation to Mr. Noch is structured in the form of a convertible note, allowing him to receive shares worth twelve million dollars ($12,000,000.00) upon conversion. The note remains valid until Mr. Noch realizes the full amount, and additional shares may be added to the convertible note as necessary. The timing of payments under this agreement is at the discretion of Mr. Noch and can be received in various increments (monthly, quarterly, or annually). Upon conversion of the note, the beneficiary of the shares may be either Mr. Noch or the Jake P. Noch Family Office LLC.
This employment agreement is perpetual unless terminated according to its terms or voluntarily by either party. It also includes provisions for bonuses, vacation, business expenses, and a car allowance for Mr. Noch. In the event of termination, severance pay and share payments are specified in the Agreement.
The agreement is integral to our executive management structure and is critical in maintaining the leadership necessary for our strategic and operational directives. This Agreement has been approved by the Board of Directors and is in full compliance with our corporate governance policies.
Details of 3(a)(10) Agreement for Executive Compensation and Severance Package.
Page F-15
Music Licensing, Inc.
Notes to the Financial Statements
As of December 31, 2022 and 2023
During the reporting period, Music Licensing Inc. entered into a 3(a)(10) agreement, as per the Securities Act of 1933, to facilitate the compensation of our executive, Jake P. Noch. This agreement is notable for its role in addressing both the executive salary and additional financial commitments as follows:
Executive Salary: The agreement provisions for an annual salary of $12 million for Jake P. Noch. This salary arrangement is primarily financed through the issuance of shares under the 3(a)(10) exemption, thereby minimizing cash outflows for the company.
Additional Executive Expenses: In addition to the salary, the agreement encompasses any additional expenses incurred by Jake P. Noch in the performance of his executive duties. These expenses are covered in a similar manner to the salary, primarily through the issuance of shares, allowing the company to manage cash resources effectively.
Severance Package: A key component of this agreement is an $18 million severance package for Jake P. Noch. This severance is structured to be payable under specific conditions outlined in the executive agreement, ensuring the company’s preparedness for potential future financial obligations.
The implementation of this agreement aligns with the company’s strategic financial management objectives. It provides a structure that allows for effective cash flow management while ensuring competitive executive compensation. This approach is reflective of our commitment to fiscal responsibility and strategic resource allocation.
The above-mentioned agreement and its terms are in compliance with the relevant securities regulations and have been duly approved by the appropriate legal channels. The financial implications of this agreement have been considered in our financial planning and reporting.
Interesting here, scammmmmmm speculating, r s
Couple of days?!
Or get criminal charges....
..
.
Yeah, I was just giving example of any individual holding when R/S occurs. My guess is when that threshold hits, what you are stating, this drops tremendously. In essence, this is a shorty's best case scenario. That's why I would not buy in. This company is not like GE, It's trading in OTC, if you know what I mean. If I could short this one, I would.
You added 0's. The O/S would have been 3,002,000,000. Means he sold 2.2B shares, or $220k for every $0.0001 he dumped them at. He had a pretty stout holding of his own, could be he hasn't sold them into the float just yet.
On the other hand, he has a pretty valuable shell right now as long as he cancels that absurd convertible note issued to himself. A shell with no debt, a paltry 6000 shares issued out of multiple billions in the A/S would be a hot commodity, bet he could get a half million for it.
You're talking about your cost basis, and I'm talking about the closing price on Friday ($0.0002) with the RS applied. The price will show $100 until someone trades 100 shares in a single trade.
Why do you think I stated earlier to sell the minute market opens...LOL. Shorties are going to take advantage here. At least take a small loss instead of a big one. This may drop like a boulder hitting the road. And, I would not buy in until all is done. And I would question even buying back in at all after this shenanigan. I would not want to let this take my money twice. Just my perspective and opinion.
You know about horse-racing, right? Well, the same methodology applies here. Everyone has a system they use to help them calculate and pick and choose. With me, I take somewhat of an unorthodox way, along with researching the company itself. If I state something, people can accept it or not. What I state is just my opinion on things. Or, I may reference what others have stated along with my opinion. People just have to get over themselves, for one never knows if information could be correct.
Yes I know. But OTC uses the OS that the company/TA supply to OTC to calculate the market cap daily.
..
.
Correct, but you know who CAN start selling? Jake.
Don't really know. Have wait and see. Any updates to the OTC are brought to them by the company. OTC doesn't do anything except post information given them by the company.
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