Replies to post #7671 on Music Licensing Inc (SONG)

[QTRADERQ]

The "6 or more month" reference pertains to the lock-up period of the $5.5M restricted Pro Music Rights shares from the private placement last month.

[QTRADERQ]

As you indicated, the 8-K and Form 10 disclosures are due by end of day on July 26th.

These filings will include:
A. 2 years audited financial statements of PMR for 2020 & 2021;
(These numbers were already provided in the S-1/A filing. Here they are again:
12/31/20 - Accounts Receivable balance - $107M
12/31/21 - Accounts Receivable balance - $323M


B. 1Q & 2Q 2022 unaudited financial statements;
As per the CEO's tweet on 7/21/22, we know the assets as of 5/31/22 were $414.4M. We do not know the liabilities but I presume they are not material.)

C. Proforma combined financials for the two entities;
(This is not important since NUVG's expenses, assets and liabilities are immaterial.)

D. A detailed company description; and
E. Executive compensation disclosures;
(These items were already provided in the S-1 filing.)

F. A description of the "exchange shares" to be paid by Nuvus Gro Corp to Pro Music Rights, Inc.

The "exchange shares" which $NUVG will issue to Pro Music Rights, Inc will either be Common, Preferred, or both.
(I think it will be a combination of both.)

Here's NUVG's Current Stock Structure:
Common - 66,945,290 OS and 400M AS (as of 7/18/22)
Preferred - 3,246,666 OS and 100M AS (as per NVSOS)

In the S-1, the CEO, Jake Noch has ~56% OS of Pro Music Rights, and the executives of the company have an additional 4% OS. A total of 60% OS. and the remaining 40% is Treasury Stock of the PMR corporation.

Therefore, I believe the exchange shares will consist of two components: Common + Preferred

A. 60% of NUVG Common authorized shares will be split 56% to Jake, and 4% to executives. (Just as they did at PMR since Jake wants 56% OS so he can keep voting and majority control of NUVG.), and

Plus..

B. X number of NUVG Preferred authorized shares of NUVG to be issued to Jake. There are currently ~97M Preferred which could be issued. I could not find a conversion rate in the old filings. In my example, I presume its 1:1 conversion and he receives 97M Preferred.

So, in total Jake (and PMR Executives) are receiving 240M Common (400M AS * 60%) plus 97M Preferred's for a total of 337M fully diluted shares.

Based on $414M in assets as of May 31, 2022 divided by 337M fully diluted shares equals a book value of $1.23. At a 2x book value multiple, that's $2.46.

We closed at $0.30 so there's lots of upside to get to $1.23 - $2.46 based on the assumptions I made in determining the exchange shares.

Since Jake has indicated (in a tweet) his shares are equivalent to being restricted, the low float of 5.4M shares would remain the same.

JMO