+18332277683

Registrant’s telephone number, including area code

Common Shares

(Title of each class of securities issued pursuant to Regulation A)

MUSIC LICENSING, INC.

FORM 1-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

Part II.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Annual Report pursuant to Regulation A on Form 1-K (the “Annual Report”) that are forward-looking statements within the meaning of the federal securities laws. The words “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “continue,” “could,” “might,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions or statements regarding future periods or the negative of these terms are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Annual Report or in the information incorporated by reference into this Annual Report.

The forward-looking statements included in this Annual Report are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.

Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for distribution, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in our offering circular dated February 15, 2023, filed pursuant to Rule 253(g)(2), under the caption “RISK FACTORS” and which are incorporated herein by reference (link to filing on SEC.gov-https://www.sec.gov/Archives/edgar/data/1671132/000121390023012047/0001213900-23-012047-index.htm).

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Annual Report. All forward-looking statements are made as of the date of this Annual Report and the risk that actual results will differ materially from the expectations expressed in this Annual Report will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Annual Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Annual Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Annual Report will be achieved.

ITEM 1. DESCRIPTION OF BUSINESS

Description of Business

Corporate History

History of the Company

The Company was originally incorporated as Hyperbaric Oxygenation Corporation in the State of Nevada on November 17, 1997. The Company subsequently changed its name to Building Turbines, Inc. on January 1, 2011 in connection with the Company’s December 1, 2010 acquisition of Building Turbines, Inc which was in the development of wind turbines for office buildings. Prior to the acquisition of Building Turbines, Inc, the Company had been engaged in the business of Hyperbaric care centers in Canada.

On February 26, 2016, an exchange agreement was entered into by and among certain shareholders and debt holders of the Company, representing the majority of the outstanding shares of the Company and FutureWorld, Corp., a Delaware Corporation which was the owner of the partially owned subsidiary, NUVUS GRO. On March 10, 2016, Building Turbines, Inc. changed its name to HempTech Corp. There was a change of control in connection with the name change. As HempTech Corp, the Company was a provider of advanced controlled environment agriculture with sophisticated automation and analytical tools for the cultivators of legal industrial hemp and cannabis. On March 13, 2018 the Company changed its name to Nuvus Gro Corp. On November 21, 2022, the Company changed its name to Music Licensing Inc.

On July 19, 2022, Jake P. Noch Family Office LLC acquired control of the Company by purchasing 37,900,000 Shares of Common Stock of the Company from C&S Advisors Inc., which had previously acquired 44,941,214 Shares of common stock from Talari Industries LLC and Harvest Fund LLC. Jake P. Noch paid $430,000 to Eric Horton for these 37,900,000 Shares of Common Stock. Eric Horton is currently a Shareholder of the Company.

In the transaction whereby Eric Horton acquired 44,941,214 Shares of Common Stock from Talari Industries LLC and Harvest Fund LLC the persons involved were Sam Talari, former CEO of the Company, and Eric Horton. Eric Horton is a Shareholder of the Company. Sam Talari is not affiliated with the Company in any way. Assignment of value to this transaction cannot be determined at this time. The value of this transaction cannot be determined at this time because this transaction was executed under the direction of prior management and such information is not available to the Company’s current management.

Pro Music was formed as “Pro Music Rights, LLC,” a Florida limited liability company effective as of January 31, 2018, and converted into a Delaware corporation on November 4, 2020 resulting in, among things, a change of the legal name from “Pro Music Rights, LLC” to “Pro Music Rights Inc.” See Exhibit “2” – Certificate of Conversion.

On September 22, 2022, the Company, filed a Certificate of Amendment to Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada, pursuant to which the authorized shares of common stock was increased to 20,000,000,000. On November 21, 2022 the Company filed a Certificate of Amendment to the Articles of Incorporation to change the name of the Company from Nuvus Gro Corp. to Music Licensing Inc. See Exhibit “3” – Certificate of Amendment.

Share Exchange Agreement Transaction

The Company, as Nuvus Gro Corp., entered into a Share Exchange Agreement on August 15, 2022 with Pro Music Rights Inc., a Delaware corporation (“Pro Music” or “PMR”) and the shareholders of Pro Music (the “Pro Music Shareholders”), pursuant to which the Pro Music Shareholders exchanged 100% of their securities of Pro Music in consideration of 3,500,000,000 Shares of common stock of the Company. The closing occurred on August 15, 2022 and, as a result, Pro Music became a wholly owned subsidiary of the Company. The proposed terms of the Share Exchange Agreement were referenced in the Stock Purchase Agreement dated July 19, 2022, wherein Jake P. Noch became the majority shareholder and a Director of the Company. The Share Exchange Agreement was effectuated pursuant to an agreement that was executed by the same individual controlling shareholder of both parties to the transaction, Jake Noch. In addition to Mr. Vito Roppo, Mr. Paul Ring, Mr. Rodrigo Di Federico, and Mr. James R. Chillemi were also appointed as Directors after the Share Exchange transaction. The transaction was approved by Jake P. Noch, who was the controlling party of both companies at the time the Share Exchange Agreement was executed. Because Jake P. Noch was the controlling shareholder of both companies, the transaction constituted a conflict of interest. See Exhibit “4” – Share Exchange Agreement.

At the time of the exchange, Pro Music Rights, Inc. had authorized capital stock of 1,000,000,000 shares of Class A Common Stock, $0.00001 par value per share, of which 909,500,000 shares of Class A Common Stock were outstanding; and 500,000,000 shares of Class B Common Stock, $0.00001 par value per share, of which all 500,000,000 were outstanding; and 50,000,000 shares of preferred stock, $0.00001 par value per share, of which no shares were issued and outstanding. Both shares of Common Stock included voting rights. Preferred voting stock were excluded from the Share Exchange transaction in an effort to minimize the complexity of the transaction.

Mr. Noch, along with the other Directors, Vito Roppo, Paul Ring, Rodrigo Di Federico, and James Chillemi, consented to the Share Exchange Agreement and received Shares in the Company proportional to the shares previously held with PMR. Mr. Noch and the other Directors represented at all times that they were acquiring the shares for investment purposes only, and not with a view toward distribution or resale except in compliance with applicable securities laws.

Even though Vito Roppo, Paul Ring, Rodrigo Di Federico, and James Chillemi are now Directors of the Company, these persons were not Directors of the Company at the time of the Share Exchange Transaction, and were only Directors of Pro Music Rights, Inc. during the transaction. Theses Directors had no authority in Nuvus Gro Corp. at the time of the Share Exchange Transaction- and were only appointed Directors of Nuvus Gro Corp. after the Share Exchange Transaction.

Nuvus Gro Corp expects to account for the Share Exchange Agreement Transaction for accounting purposes as a recapitalization and reverse merger pursuant which the historical financial statements of Pro Music will become the historical financial statements of the registrant subsequent to the closing. The Transaction is intended to constitute a tax-free reorganization under Section 351 of the Internal Revenue Code of 1986, as amended. The market value of Nuvus Gro Corp shares at the time of the exchange was $0.11 per share. This represents a fair market value of $385,000,000 for the exchange Transaction. The consideration exchanged in this Transaction was shares of Pro Music Rights, Inc. were all 1,409,500,000 outstanding shares in Pro Music Rights (Class A and Class B, $0.00001 par value per share). No fair market value was assigned to Pro music Rights Shares at the time of the Transaction. The number of shares offered through this Transaction was arbitrarily determined and set by the previous CEO of Nuvus Gro Corp, Sam Talari, prior to Jake Noch’s involvement with the Company (see below).

History of the Share Exchange Transaction

Prior to the Share Exchange Transaction and the events that led up to the Share Exchange Transaction, Pro Music Rights was seeking to go public. Initially the strategy was to file a registration statement with the SEC, but instead Pro Music Rights started looking for already-trading companies to affect a reverse merger or acquire.

On June 29, 2022, attorney Steven Flemming reached out to Jake P. Noch to inform him about Nuvus Gro Corp, a company that specialized in sustainable agriculture and plant-based products. That same day, Jake P. Noch signed a non-disclosure agreement (NDA) to protect the confidential information of Nuvus Gro Corp. that Steven would be sharing with him.

On July 1, 2022, Jake P. Noch requested that Mr. Flemming place a letter of intent (LOI) on Nuvus Gro, indicating his interest in potentially investing in the company. Mr. Flemming promptly provided Mr. Noch with an escrow agreement, which outlines the terms and conditions of the proposed deal. Jake P. Noch also provided proof of funds on the same day to demonstrate his financial capability to invest in the company.

On July 7, 2022, Jake P. Noch signed an escrow agreement related to the Stock Purchase Transaction. Mr. Flemming then sent Jake P. Noch a link to a data room containing due diligence items, which allowed Jake P. Noch to thoroughly review the Nuvus Gro’s financials, operations, and other important information.

On July 13, 2022, Jake P. Noch wired the funds to escrow, as per the terms of the escrow agreement. On July 19, 2022, Mr. Flemming presented Jake P. Noch with a term sheet, outlining the final terms of the Stock Purchase Agreement - which had the fundamental terms of the Share Exchange Agreement included. Mr. Flemming informed Jake P. Noch that if the Stock Purchase Agreement was not signed, the deal would be off. Jake P. Noch signed the Stock Purchase Agreement later that same day, and the Stock Purchase Agreement was executed in accordance with its terms. See Exhibit “5” – Stock Purchase Agreement.

On July 19, 2022, Jake P. Noch became the CEO of the Company, and the prior CEO, Sam Talari, resigned. Prior to Mr. Noch’s installment as the Company’s CEO, the terms of the Stock Purchase Agreement had already been negotiated; but the terms of the Share Exchange Agreement had yet to be executed through formal agreement. At the time the Share Exchange Agreement was executed, Jake P. Noch was the controlling shareholder of both companies.

On August 15, 2022, Nuvus Gro Corp entered into a Share Exchange Agreement with Pro Music Rights Inc., a corporation incorporated in the State of Delaware (“Pro Music” or “PMR”) and the shareholders of Pro Music (the “Pro Music Shareholders”), pursuant to which the Pro Music Shareholders exchanged 100% of their securities of Pro Music in consideration of 3,500,000,000 shares of common stock of the Company & the Rights to Preferred voting stock, however the preferred voting stock was excluded from the Share Exchange transaction in an effort to minimize the complexity of the transaction. The closing occurred on August 15, 2022 and, as a result, Pro Music became a wholly-owned subsidiary of the Company. At the time the Share Exchange Agreement was executed, Jake P. Noch was the controlling shareholder of both companies involved in the transaction and, as such, the transaction constituted a conflict of interest.

The terms of the Share Exchange Agreement mirrored the terms of the Stock Purchase Agreement with the exception of the exclusion of voting preferred stock from the transaction.

Mr. Noch, along with the other Directors, Vito Roppo, Paul Ring, Rodrigo Di Federico, and James Chillemi, consented to the Share Exchange Agreement and received shares in the Company proportional to the shares previously held with PMR. Mr. Noch and the other Directors represented the Company in the Share Exchange Agreement, which was effectuated on August 15, 2022. The Share Exchange Agreement was structured in such a way that the Pro Music Shareholders would receive 3,500,000,000 shares of common stock as well as preferred voting stock of the Company in exchange for 100% of their securities of Pro Music, however Preferred voting stock were excluded from the Share Exchange transaction in an effort to minimize the complexity of the transaction.

As a result of the Stock Purchase Agreement dated July 19, 2022, Jake P. Noch was already the controlling shareholder, sole director, and officer of the Company prior to the closing of the Share Exchange Agreement on August 15, 2022. With the closing of the Share Exchange Agreement, Pro Music became a wholly-owned subsidiary of the Company. Although there was no change in control or in the composition of the board of directors, Mr. Vito Roppo, Mr. Paul Ring, Mr. Rodrigo Di Federico, and Mr. James R. Chillemi were appointed as additional Directors based on their experience and qualifications in the music industry to assist the Company in achieving its goals and objectives.

At the time of the exchange, Pro Music Rights, Inc. had authorized capital stock of 1,000,000,000 shares of Class A Common Stock, $0.00001 par value per share, of which 909,500,000 shares of Class A Common Stock were outstanding; and 500,000,000 shares of Class B Common Stock, $0.00001 par value per share, of which all 500,000,000 were outstanding; and 50,000,000 shares of preferred stock, $0.00001 par value per share, of which no shares were issued and outstanding. Preferred voting stock were excluded from the Share Exchange transaction in an effort to minimize the complexity of the transaction as non-were outstanding.

In conclusion, the Share Exchange Agreement between Nuvus Gro Corp and Pro Music Rights Inc. allowed the Company to acquire a wholly-owned subsidiary in the form of Pro Music, while also providing the Pro Music Shareholders with a significant number of Shares in the Company. The change of control that occurred as a result of the Stock Purchase Agreement was executed in accordance with the terms of the Stock Purchase Agreement, and the newly appointed Directors were chosen based on their experience and qualifications in the music industry.

The Certificate of Amendment was approved by the holders of approximately 99% of the total issued and outstanding common stock of the Company by written consent on September 22, 2022.  Such approval and consent constitute the approval and consent of at least a majority of the voting power of the Company’s outstanding capital stock and are sufficient under Section 78.320 of the Nevada Revised Statutes and the Company’s Articles of Incorporation and Bylaws then in effect to approve the Certificate of Amendment.

Prior to the Share Exchange Agreement the Company was a provider of advanced controlled environment agriculture with sophisticated automation and analytical tools for the cultivators of legal industrial hemp and cannabis. The Company has ceased all operations in this industry. As of August 15, 2022, all of the Company’s operations are those of a public performance rights organization.

Plan of Operation

The Company is a public performance rights organization representing approximately 2.5 million musical works of songwriters, composers and publishers. The Company collects license fees on behalf of the songwriters, composers and publishers with whom it is affiliated and then distributes 100% of the license fees as royalties to those songwriters, composers and publishers whose musical works have been publicly performed. The Company’s repertory is presently accessible by download at https://promusicrights.com. Separately, even though the Company provides its songwriters, composers and publishers 100% of the royalties attributable to the public performance of their musical works, the Company generates revenue from monthly or annual license fees, including on a per-location basis, to its customers for the public performance of musical works in its repertory. This model differs from competitors as the Company does not charge their artists an administration fee or utilize a royalty pool model.

The Company 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. The Company 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.

The Company requires its songwriters, composers and publishers to enter into written agreements granting the Company the right and license to publicly performance their respective copyrighted musical works. Under the approximate 3,714 agreements with the Company, such songwriter, composer and/or publisher has granted the Company the right to license non-dramatic public performances of their respective musical works, along with the rights and remedies to enforce the copyrights to such musical works. The period of those agreements is for an initial two-year period with successive two-year additional periods unless terminated prior to the then-applicable term with not more than six (6) months or less than three (3) months written notice. The Company is obligated to distribute one hundred percent (100%) of all per-use royalties collected (not including blanket licenses) less any third-party processing fees.

Although the Company’s songwriters, composers and publishers grant the Company the right and license to publicly performance their respective copyrighted musical works, such musical works may be subject to prior agreements with other performance rights organizations, such as Broadcast Music, Inc., American Society of Composers, Authors, and Publishers, Society of European Stage Actors and Composers, and Global Music Rights, LLC. Because such other agreements may not have been terminated, or may not have been properly terminated, such other performance rights organization may continue to claim rights with respect to the musical works that are now subject to written agreement with the Company. Additionally, such other agreements may have granted such other performance rights organizations with the continuing right to administer licenses and collect royalties with respect to the musical works that are not subject to written agreement with the Company.

Intellectual Property

The Company’s License Agreements with Customers for the Public Performance of Musical Works in its Repertory

The Company has entered into written “Business License Agreements” with approximately 494 customers granting them a nonexclusive right and license to publicly perform the musical works of its songwriters, composers and publishers in the Company’s repertory. Of the approximate 2.5 million musical works in the Company’s repertory, approximately 2.2 million are musical works owned by Mr. Noch. The licensing of these approximately 2.2 million musical works with the Company was made pursuant to the Company’s form business licensing agreement (the “Business Licensing Agreement(s)”) 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 the Company 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. The Company’s Business License Agreements with 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 does the Company 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.

The Company charges the license fee to customers and the following usage fees (i.e., royalties) for the public performance of musical works in its 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 the Company’s repertory is charged based on $0.00005 per usage for every 1% of a work registered with the Company 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:

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.

Market Information

The Company’s customers include television and radio stations, internet/streaming services and mobile technologies, satellite audio services, nightclubs, restaurants, bars and other venues, digital jukeboxes, and live concerts.

The Company relies significantly on songwriters, composers and publishers to enter into agreements with the Company, so that the Company has musical works to license on their behalf. The Company’s revenue model is heavily dependent on securing musical works to license on behalf of songwriters, composers and publishers, and then licensing those musical works to its downstream customers, such as digital streaming services and radio stations. All payments are processed utilizing checks, wires and ACH through financial institutions. While, the Company presently does not engage in credit card processing, it may explore other options to collect payments.

As an early-stage performing rights organization, the Company is working to grow its market share and provide an alternative solution to the existing business model of the other performance rights organizations. The Company will rely heavily on organic marketing through digital channels. The Company also has available an automated, transparent music licensing dashboard and reporting system, which is expected to facilitate additional licensing and transactional revenue. As part of the rollout of such dashboard and system, the Company has lowered the monthly music licensing fee to $50.00 per month per location/service which is in addition to the fees payable for using the musical works in its repertory.

Employees

As of the date of this report, the Company has one (1) full-time employee and no part-time employees. None of the Company’s employees are represented by a labor union or covered by a collective bargaining agreement.

Legal Proceedings

See below.

Declaratory Judgement: April 9, 2018

On April 9, 2018, the Company appeared for a hearing which was held before the Twelfth Circuit Court in Desoto County, Florida for the purposes of obtaining a judicial declaratory judgment as to the Company’s status under the Securities laws for Rule 144 determination, as to whether the Company has ever been a “Shell” Company under the Securities Laws. Pursuant to Chapter 86 of the Florida Statutes, the Company had filed the declaratory action so the Court could determine whether the Company had ever met the definition of being a shell company under Rule 405 of the Securities Act. The Company found this necessary so that all shareholders would be able to utilize Rule 144 for exemption from registration.

At the hearing, the Court received evidence including corporate history, financials, SEC filings, and other historical evidence, as well as relevant testimony. The Court entered an Order in the matter finding that the Company was not currently, nor had it ever been a shell company for purposes of Rule 144 exemption from registration.

The Order of the Court as filed in the Twelfth Circuit Court of Florida, Desoto County under case number 2018-CA-00133 is attached as Exhibit 16A.

Arbitration: Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. vs. OTC Link LLC

On November 23, 2022 the Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. submitted an arbitration claim with FINRA against OTC Link LLC for damages in the amount of $386,574,108.25 from claims arising out of (1) breach of contract; (2) Negligence; (3) negligent supervision; and, (4) negligent misrepresentation. No resolution has arisen for this matter as of the date of this Offering Circular.

The claimants’ breach of contract claim alleges the following: Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. and OTC Link LLC had a contractual relationship. OTC Link LLC reviewed the Pro Music Rights proposed reverse merger, whereby Company would trade through OTC Link LLC under the symbol NUVG on the Pink sheets market. OTC Link LLC reviewed the proposed transaction, and financials for NUVG and Company. OTC Link LLC approved the reverse merger and allowed Company to begin trading in August. OTC Link LLC subsequently breached that agreement by removing Company from the Pink sheets market for reasons that existed prior to OTC Link LLC’s approval of Company for trading.  

The Company’s negligence claim alleges the following:  OTC Link LLC had a duty to follow and abide by the rules and the guidelines of FINRA, SEC, and its own compliance manuals. These rules and guidelines establish the industry standard of care. For years OTC Link LLC carelessly permitted NUVG stock to trade on its platform with inadequate financials, albeit while OTC Link LLC listed NUVG as compliant. In addition, Company paid OTC Link LLC for listing approval months prior to OTC Link LLC’s unilateral removal of Company from the Pink sheet platform. OTC Link LLC was negligent in its approval of the proposed reverse merger. In addition, OTC Link LLC has been negligent in ignorantly listing NUVG as shell risk company despite countless evidence to the contrary. OTC Link LLC and its affiliates misconduct has caused foreseeable damages to the Company. OTC Link LLC’s breach constitutes gross negligence. OTC Link LLC’s breaches of its duties are the proximate cause of Company’ damages.

The Company’s negligent supervision claim alleges the following:  Securities laws impose a duty upon OTC Link LLC to properly and reasonably supervise its representatives according to the general and statutory standard of care. In addition OTC Link LLC by virtue of its superior knowledge, judgment, and skill in the financial markets owed Company a duty to properly and reasonably supervise its representatives who reviewed the proposed reverse merger. OTC Link LLC also failed in supervising employees that wrongfully listed NUVG as a shell risk company. Company suffered damages as a result of OTC Link LLC’s failure to supervise its employees.

The Company’s negligent misrepresentation claim alleges the following:   Securities laws impose a duty upon OTC Link LLC to only list securities for trading on the OTC markets that meet industry disclosure requirements. OTC Link LLC failed in this regard. NUVG was deficient in its audited financials for approximately 5 years, while OTC Link LLC allowed NUVG to trade. OTC Link LLC continuously represented to the market that NUVG’s financial filings were up to date. In addition, OTC Link LLC and its affiliates continue to list NUVG as a shell risk company despite evidence to the contrary. Company has suffered significant damages as a result of OTC Link LLC’s misconduct.

Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. has suffered damages principally as a result of a diminution of its valuation, among other ways. The effect of OTC Link LLC’s actions rendered Company’s stock on the essentially non-tradable on the OTC markets. Because  of this effect, the Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. (and therefore the Company, through Pro Music Rights) is seeking damages equal to the value of the Company prior to the wrongful actions of OTC Link LLC. These actions occurred on September 28, 2022 when the Company’s Shares were put on the OTC Expert markets. The Damages sought are equal to the capital contribution of Jake P. Noch Family Office, LLC as of September 28, 2022.

The damages sought by the Jake P. Noch Family Office, LLC and Pro Music Rights, Inc. are $386,574,108.25. The Company came by this value by determining the total capital contribution for the Company’s outstanding Shares held by Jake P. Noch Family Office prior OTC Link LLC’s actions on September 28, 2022. This is equal to 3,476,410,075 shares transferred to Jake P. Noch Family Office, LLC on August 15, 2022 at $0.11 per share, and 37,900,000 shares transferred to Jake P. Noch Family Office, LLC on July 25, 2022 at $0.11 per share. The total consideration to Jake P. Noch Family Office, LLC was equal to the sought damages of $386,574,108.25.

Special Characteristics of the Company’s Operations and Competing Products/Procedures

Competition

The Company is the one of several public performance rights organization in the United States, including the following:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Item 7 titled “Financial Statements” included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the Company’s Offering Circular dated February 15, 2023 (https://www.sec.gov/Archives/edgar/data/1671132/000121390023012047/ea173738-1aa16_music.htm). Our fiscal year end is December 31, and references throughout this prospectus to a given fiscal year are to the 12 months ended on that date.

Overview

Music Licensing, Inc. 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, the Company’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. The Company’s repertory is presently accessible by download at https://promusicrights.com.

Music Licensing, Inc. 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.

The Company 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.

The Company 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.

The Company currently generates revenue by licensing the musical works in its repertory.

Plan of Operations

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.

The Company has signed Business License Agreements with 494 Customers as of December 31, 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 543,218,511 at the end of 2022.

Our plan of operation for the 12 months through December 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, 2023. If the Company is unable to collect a significant percentage of its outstanding accounts receivable by December 31, 2023, 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.

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 2022, 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.

The Company’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 494 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:

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.

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.

The Company’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 the Company’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, the Company 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.

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.

Liquidity and Capital Resources

As of December 31, 2022, we had a cash balance of $996. 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.

Risk FactorS

Risk Factor: Potential Retaliatory Actions by OTC Link / OTC Markets Group

We face the risk of retaliatory actions by the OTC Link / OTC Markets Group, which may adversely affect our ability to provide transparent and accurate information to our shareholders and potential investors. Such actions may include, but are not limited to, the inaccurate representation of our financial statements on our OTC Markets profile, barring our company from utilizing their disclosure and news service, and the false display of a “Shell Risk Warning” on our profile.

Despite obtaining a declaratory judgment confirming that our company has never been a shell company in 2018, there remains a risk that OTC Markets Group & OTC Link may continue to take actions against our company. These actions could potentially harm our reputation, create confusion among investors, and ultimately affect our stock price and market liquidity.

In the event of such retaliatory actions, we may be required to take legal action to protect our interests and maintain the integrity of our public disclosures. The costs associated with such legal proceedings could be significant and could divert our management’s attention and resources, which could further adversely impact our business operations and financial performance.

We continue to monitor our relationship with OTC Link / OTC Markets Group and actively engage with them to ensure compliance with their rules and requirements. However, we cannot guarantee that we will be successful in preventing or mitigating any future retaliatory actions taken by the OTC Link / OTC Markets Group.

Risk Factor: Potential Failure to Successfully List on International Exchanges

Our company is currently in the process of attempting to list its securities on various international exchanges, including the Nigerian Stock Exchange, Nasdaq Stockholm, The Jamaican Stock Exchange, Euronext Amsterdam, Euronext Access France, Euronext Growth France, The Australian Stock Exchange, the London AIM Stock Exchange, the TSX Venture Exchange in Canada, Portfolio Exchange in Spain, and A2X in South Africa. The successful listing on these exchanges is subject to various factors and uncertainties, and there is no guarantee that our efforts will be successful.

The listing process on each of these international exchanges involves meeting specific regulatory, compliance, and financial requirements, as well as addressing potential operational, legal, and market-related risks. Furthermore, the process may also be impacted by macroeconomic factors, geopolitical tensions, and changes in regulations within each jurisdiction, which may significantly hinder or delay our listing efforts.

Failure to successfully list on one or more of these exchanges could limit our access to capital, reduce our liquidity and market exposure, and potentially hinder our growth prospects. Additionally, our inability to list on these international exchanges may negatively impact our reputation, limit potential investor interest, and ultimately affect our overall financial performance.

We are committed to working diligently to meet the requirements and mitigate the risks associated with listing on these international exchanges. However, investors should be aware that there is no assurance that our securities will be listed on these exchanges, and the potential failure to list could have a material adverse effect on our business, financial condition, and results of operations.

Risk Factor: Uncertainty Surrounding the Success of AI-Generated Content Development and Implementation

The Company is in the process of exploring and testing new AI-generated content across various mediums, including but not limited to books, audio books, movies, TV shows, news articles, news videos, and continuous news video live streams. The development and implementation of these AI-generated content initiatives are still in the early stages, and there is no guarantee that they will be successful or generate the anticipated revenues or market acceptance.

The success of these initiatives depends on several factors, including the effectiveness and reliability of the AI technology used, the ability to protect and enforce intellectual property rights, and the ability to comply with applicable laws and regulations. In addition, the Company faces competition from other content providers and AI technology developers, which may impede our ability to establish a strong market presence or achieve the desired level of success.

If the Company’s AI-generated content initiatives do not achieve the expected results, the Company may need to reevaluate its strategy, make significant changes, or discontinue these initiatives altogether. Any such adjustments could have a material adverse effect on the Company’s business, financial condition, and operating results. Furthermore, failure to successfully develop and implement AI-generated content may harm the Company’s reputation and could result in the loss of customers, partners, or investors, which may materially and adversely affect the Company’s prospects and financial performance.

Risk Factors

Pro Music Rights, Inc. (“the Company”) plans to launch a Music Distribution Service and a Publishing Administration Service as part of its strategic growth initiative. The successful implementation and operation of these services are subject to a variety of risks and uncertainties, which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The Company’s ability to successfully launch and operate these services is dependent on several factors, including, but not limited to:

There can be no assurance that the Company will be able to successfully launch and operate the Music Distribution Service and Publishing Administration Service or that these services will generate the anticipated revenue or profits for the Company. Failure to successfully launch or operate these services, or the occurrence of any of the risks and uncertainties described above, could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Risk Related to Management - Dyslexia, Dysgraphia, Dyscalculia, and Attention Deficit Disorder of Our CEO & Chairman

Our CEO and Chairman, Mr. Jake P. Noch, has been diagnosed with dyslexia, dysgraphia, dyscalculia, and Attention Deficit Disorder (ADD). Dyslexia is a learning disorder that can affect reading, writing, and spelling abilities. Dysgraphia is a condition that impairs an individual’s writing skills, including issues with grammar, punctuation, and organization. Dyscalculia is a mathematical learning disability that can impact an individual’s ability to understand and process numerical information. ADD is a neurodevelopmental disorder characterized by difficulties in focusing, organizing, and completing tasks.

These conditions may pose potential risks to our company’s regulatory compliance and overall performance, as they could result in unforeseen errors or misunderstandings related to our financial reporting, disclosure requirements, and other compliance obligations. Although we have implemented measures to mitigate these risks, such as assigning additional personnel to review and verify our compliance-related documentation and providing Mr. Noch with appropriate accommodations and support, there can be no assurance that these measures will be sufficient to prevent errors or omissions caused by these disabilities.

In the event that our CEO and Chairman’s disabilities result in non-compliance with applicable laws, regulations, or reporting requirements, our company could face regulatory actions, fines, penalties, or other negative consequences, which could have a material adverse effect on our business, financial condition, and results of operations.

Risk Factor: Potential Retaliatory Action by OTC Markets Group / OTC LINK Regarding the Acceptance of Pro Music Rights, Inc.’s Financial Statements  In the summer of 2022, our company underwent a merger transaction, resulting in the historical and future financial statements of Pro Music Rights, Inc. becoming the financial statements of Music Licensing, Inc. This change was made pursuant to Section 351 of the Internal Revenue Code of 1986, as amended. We have duly informed the OTC Markets Group / OTC LINK (OTC) of this development, ensuring that they are aware of the change in our financial statements.  However, there is a risk that the OTC may not recognize or accept the financial statements of Pro Music Rights as the correct statements for our SEC reporting requirements. In such a scenario, the OTC may take retaliatory action by claiming that our company is not current in its SEC reporting, which could adversely affect our standing with the OTC and, consequently, our overall business operations.  We are actively working to maintain transparent communication with the OTC and relevant regulatory authorities to mitigate this risk. Nevertheless, there can be no assurance that the OTC will accept our position and not take any adverse action against our company. If the OTC were to take such action, it could result in a negative impact on our company’s reputation, investor confidence, and share price, which may materially and adversely affect our business, financial condition, and results of operations.

Jake Noch: Director, Chief Executive Officer

Mr. Noch founded Pro Music Rights and served as its Chief Executive Officer, President, Chief Financial Officer, Secretary and Chairman of the Board since its formation in January 2018 and as Chairman and executive officer of the Company from August 2022 until the Company’s conversion to Music Rights, Inc., of which Jake Serves as the Chief Executive Officer and Director. In the prior five years, Mr. Noch has been the Manager of (i) Pro Music Rights Financial Group, LLC since October 2019; (ii) Pro Music Rights Distribution, LLC since June 2018; (iii) Pro Music Rights Publishing Group, LLC since July 5, 2018; (iv) YouTube Music Ads, LLC since February 2019; (v) Noch Financial Group, LLC since July 2019; (vi) Publishing Company A, LLC since April 2018; (vii) Publishing Company B, LLC since April 2018; (viii) Publishing Company C, LLC since April 2018; (ix) Dance Hall Distribution, LLC since September 2019; (x) AZO Technology, LLC since April 2019; (xi) Free Dope Gang Records, LLC since February 2017; (xii) Global Affiliates Information Technology, LLC since February 2017; (xiii) Global Affiliates Music Group, LLC since February 2017; (xiv) Melody Latina, LLC since February 2017; (xv) Global Affiliates Music Distribution, LLC since February 2017; (xvi) Global Affiliates Entertainment, LLC since February 2017; (xvii) Cartel Music Group, LLC since August 2017; and (xviii) Brazy Records, LCL since December 2017.

Vito Roppo: Director

Mr. Roppo serves as the Director of the Company and has held the position since August 2022. Prior to his role as Director of the Company, he served as the Director of Pro Music Rights from November 9, 2020 until August 2022. He provides competitive guidance and support through his experience in the music industry. He has been the senior partner at his law firm, Colosseum Counsel PLLC, since July 2015, which provide services to the music industry and its various participants, including various songwriters, publishers and composers, and has served as counsel for the Company and for Pro Music Rights since its inception in January 2018. He and his firm were primary drafter of a substantial number of the agreements the Company uses in its business. Mr. Roppo has extensive professional experience working with artists, songwriters, composers and publishers. His unique blend of business and professional experience in the music industry, including facilitating the structuring of licensing agreements. Further, Mr. Roppo is the Manager of 520208 LLC from November 2018, Vertical Integration Solutions, LLC since December 2020, World Harbor Resource, LLC since December 2020 and Real Systems, LLC since December 2020. His experience with his other companies provides the Company with invaluable business operations insight, corporate governance and information technology overview.

Paul Ring: Director

Mr. Ring serves as the Director of the Company and has held the position since August 2022. Previously, he served at various management capacities for Pro Music Rights since its inception in January 2018.  He has been the President and owner of Bungalo Records since January 2000, and has had a long tenure of success as President of two prominent record companies that have been distributed exclusively through Universal Music Group over the past 25 years. Mr. Ring’s tenure began in 1995 as President of Private Eye Records that had legendary artists such as Rick James, Cameo Gap Band, and James Brown. In 2000, he launched Bungalo Records, which has sustained a rich and diverse history of great artists and producers including Rodney Jerkins, DJ Quik Heavy D, The Game, Bones Thugz and Harmony, and Patti LaBelle to name a few. Mr. Ring provides valuable insight into the music industry from his experience at Bungalo Records. He has pointed knowledge of the structure of the music industry and how performance rights organizations, like the Company, interact with other service providers. His experience is expected to assist the Company understand the mechanics of its industry and how performance rights licenses and royalties are affected by different downstream users of musical compositions.

Rodrigo Di Federico: Director, Chief Technology Officer

Mr. Di Federico serves as the Director of the Company and has held the position since August 2022. He previously served as Pro Music Rights’s Head of Information Technology since its inception in January 2018. Mr. Di Federico has served as Manager of AZO Technology, LLC since April 2019. He was a software developer for Foundups Corp. from January 2020 through January 2015. He was a project manager at Faktory Systems from January 2015 through January 2018. He provides information technology guidance and support through his experience in the music industry. His experience with information technology provides broad analysis and insight to the Company with how to grow and sales solutions in today’s environment, including on how to make the licensing process more technologically seamless and onboarding songwriters, composers and publishers on a much more efficient scale. He is elected by the stockholders to a term of one year and serves until a successor is elected and qualified. Mr. Di Federico has served on PMR’s board of directors since November 2020.

James R. Chillemi: Director

Mr. Chillemi serves as the Director of the Company and has held the position since August 2022. He provides legal guidance and support through his experience in the music industry.  He is junior partner at his law firm, Colosseum Counsel PLLC, which provide services to the music industry and its various participants, including various songwriters, publishers and composers, and his firm had served as counsel for Pro Music Rights since Pro Music Rights’ inception in January 2018. Mr. Chillemi has worked in various capacities with Colosseum Counsel PLLC since June 2015, from legal assistant to junior partner thereof. He has focused his professional experience on music and licensing structuring and negotiations, and he provides the Company with his unique perspective on the music industry, given his experience with record labels, artists, songwriters, composers and publishers, including other music publishing companies. He and his firm were primary drafter of a substantial number of the agreements the Company uses in its business.

Term of Office

Directors of the Company are appointed to hold office until the next annual general meeting of stockholders or until removed from office in accordance with the Company’s Bylaws. Officers of the Company are appointed by the Board of Directors and hold office until removed by the Board, absent an employment agreement.

Family Relationships

No family relationships exist between or among Directors of Officers of the Company.

Legal Proceedings Disclosure

No director, person nominated to become a Director, Officer, promoter, or control person of the Company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

Aggregate Compensation to Directors

The Company has five (5) Directors, Total Compensation to all Directors is $0

Increases in Compensation/Bonuses

The Company does intend to increase compensation to the Directors or Officers.

ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

We have determined beneficial ownership in accordance with rules of the Securities and Exchange Commission (“SEC”). The information does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse. Percentage of beneficial ownership before the offering is based on 3,566,945,290 shares of common stock outstanding as of March 31, 2023.

ITEM 5. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 The Company has not engaged in any transaction, since the beginning of 2022, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest, except as follows:

Mr. Noch advanced $199,900 of capital to fund Company operations. The Company has not entered into any loan, debt or other financing agreements with Mr. Noch, and the Company has no obligation to repay Mr. Noch for his capital contributions. Mr. Noch has funded Company operations from his personal wealth with a full understanding of the personal financial risk.

ITEM 6. OTHER INFORMATION

None.

Note Regarding Item 7. Financial Statements: The Financial Statements for the years ended 2021 and 2022 for Pro Music Rights, Inc. are included below. Pursuant to the Share Exchange Agreement, referenced in this document under “Item 1” and attached as Exhibit 4, Pro Music Rights, Inc. became wholly owned by the Company on August 15, 2022 through a merger. This change was made pursuant to Section 351 of the Internal Revenue Code of 1986, as amended. Accordingly, the Financial Statements reference Pro Music Rights, Inc. as the Company did not begin utilizing its current name, Music Licensing, Inc., until late 2022. The figures represented in the Financial Statements herein are those of Music Licensing, Inc.

ITEM 7. FINANCIAL STATEMENTS

Pro Music Rights Inc.

Financial Statements

For the years ended 2021 and 2022

INDEX TO AUDITED FINANCIAL STATEMENTS

February 18, 2023

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Members of

Pro Music Rights, Inc.

3811 Airport-Pulling Rd.

Naples, FL 34105

REPORT ON FINANCIAL STATEMENTS

I have audited the accompanying balance sheet of Pro Music Rights Inc. as of December 31, 2021 and 2022 and the related statements of operations, changes in owner’s equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation and fair presentation of these financial statements in accordance with principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards as accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, I express no such opinion.

An audit also includes evaluating appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

OPINION

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pro Music Rights Inc. as of December 31, 2021 and 2022 and the results of operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

EMPHASIS OF MATTER 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 $299 thousands 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 2

Without modifying our opinion, we draw attention to note 8 to the financial statements for the years ended December 31, 2021 and 2022 which explains that the contracts and billings for the amount of $543,218,511 has not been recognized in the body of the financial statements.

/s/ Amjad N I Abu Khamis

Feb, 18, 2023

Licensed Public Accountant, NH 08224 CF Audits LLC

159 Main St. STE 100

Nashua NH 03060

603-607-7600

cpa@cfaudits.com

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

Notes to the Financial Statements

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:

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.

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 $299 thousands and negative cash flow from operations since incorporation. During the years ended December 31, 2022 and 2021, cash flows from continuing operating activities was a use of cash of $516 thousands and $217 thousands, 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 receivables 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.

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:

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. As the current intangible assets are working No impairment adjustment was considered necessary as of December 31, 2021, and 2020, respectively.

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:

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.

Income Taxes

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 - MARKETABLE SECURITIES

Marketable Securities are comprised of equity instruments carried at fair value. The securities in this category are those that are intended to be held for a short period of time and will be sold in response to needs for liquidity or in response to changes in the market conditions. These are classified as current assets.

On December of 2021, the Company purchased and sold marketable securities. All marketable securities purchased were sold by the end of 2021 which resulted to a loss amounting to $22.4 thousand.

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.

NOTE 6 – 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 7 – ACCOUNTS PAYABLES AND FORGEVINESS OF RELATED PARTIES ACCOUNTS PAYABLES

The Company has an outstanding accounts payable balance of $92,197 as of December 31, 2022, as legal and professional fees. The management is planning to settle all payables balance by the end of the first quarter of 2023.

Furthermore, the major shareholder of the company had paid $341,685 to the company’s vendors as of December 31, 2022 and issued a non-revocable forgiveness of the total amount on January 2023.

NOTE 8 – BUSINESS LICENSE AGREEMENTS

The Company has signed Business License Agreements with 494 Customers as of December 31, 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.

Total Amount that was invoices to our customers as of December 31, 2022, which was not recorded in the body of the financial statements is $543,218,511.

We believe that our contracts with the customers are legally enforceable as the provision and use of the services was provided. The agreements provide a clear obligation to pay a fixed monthly base license fee, plus any utilization fee, however, based on our judgment and historical pattern of the company’s credit and collection practices, we have concluded not to recognize our receivables against revenues in recording billings to the customers, and we will recognize the revenues upon receipt of cash or settlement from our customers.

ITEM 8. EXHIBITS.

SIGNATURES

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. (Exact name of issuer as specified in its charter).

MUSIC LICENSING, INC.

By /s/ Jake Noch, President and CEO

Date: March 31, 2023

Page 13

Exhibit 1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference to of Music Licensing, Inc Annual Report pursuant to Regulation A of the Securities Act of 1933 on Form 1-K as filed with the SEC of our audit report dated February 18, 2023, with respect to the balance sheet of Pro Music Rights, Inc. as of December 31, 2022 and 2021, and the related statements of operations, changes in equity, and cash flows for the years ended December 31, 2022 and 2021.

/s/ Amjad N I Abu Khamis

Amjad N I Abu Khamis

March 30, 2023

Certified Public Accountant, NH 08224
CF Audits LLC
159 Main St. STE 100
Nashua NH 03060
603-607-7600
cpa@cfaudits.com

Exhibit 2

Exhibit 3

CERTIFICATE OF INCORPORATION

OF

PRO MUSIC RIGHTS, INC.

A DELAWARE CORPORATION

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

ARTICLE I.

The name of this Corporation is PRO MUSIC RIGHTS, INC.

ARTICLE II.

The registered office of the corporation in the State of Delaware shall be 12 Timber Creek Lane, Newark, New Castle County, Delaware 19711, and the name of the registered agent of the corporation in the State of Delaware at such address is The Incorporators Ltd.

ARTICLE III.

The purpose of this Corporation is to carry on any and all business and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV.

Section 1. The aggregate number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 1,550,000,000 (a) 1,000,000,000 shares of Class A Common Stock, par value $0.00001 (the “Class A Common Stock”); (b) 500,000,000 shares of Class B Common Stock, par value $0.00001 per share (the “Class B Common Stock”); (c) 50,000,000 shares of Preferred Shares, par value $0.00001 per share (the “Preferred Stock”). The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation (as defined below) and irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 2. A statement of the designations of each class of the Corporation’s capital stock and the powers, preferences and rights and qualifications, limitations or restrictions thereof is as follows:

a. COMMON STOCK.

1. Voting Rights.

i. General Right to Vote Together. Except as otherwise provided expressly herein or required by applicable law, the holders of shares of Class A Common Stock and Class B Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation.

ii. Votes per Share. Except as otherwise expressly provided herein or required by applicable law, each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Except as otherwise expressly provided herein or required by applicable law, each holder of shares of Class B Common Stock shall be entitled to one hundred (100) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

2. Identical Rights. Except as otherwise expressly provided herein or required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation:

i. Dividends. The holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the Corporation legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A Common Stock, as the case may be, and the holders of Class B Common Stock shall receive Class B Common Stock or rights to acquire Class B Common Stock, as the case may be

ii. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Class A Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.

iii. Subdivision or Combinations. If the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other class will be subdivided or combined in the same proportion and manner, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class

b. PREFERRED STOCK.

Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto in accordance with the General Corporation Law of the State of Delaware (the “Preferred Stock Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware. The powers, preferences and relative, participating, optional and other special rights of each such series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Without limiting the generality of the foregoing, the resolution or resolutions providing for the issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law. Subject to the rights of the holders of any series of Preferred Stock pursuant to the terms of this Certificate of Incorporation or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

ARTICLE V.

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2. Number of Directors; Election. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be established from time to time by the Board of Directors. The number of directors that constitute the whole Board of Directors shall be fixed pursuant to a resolution of the Board of Directors. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director’s death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

ARTICLE VI.

A director of the Corporation shall not be personally liable to the Corporation or its stockholder for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware. No amendment, modification or repeal of Article VI shall adversely affect the rights and protection afforded to a director of the Corporation under this Article VI for acts or omission occurring prior to such amendment, modification or repeal.

ARTICLE VII.

Section 1. In furtherance and not in limitation of the powers conferred upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any series of Preferred Stock, the Board of Directors shall have the power to adopt, amend, alter or repeal the Certificate of Incorporation of the Corporation and/or the Bylaws of the Corporation. The stockholders may not adopt, amend, alter or repeal the Certificate of Incorporation of the Corporation and/or the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, by the affirmative vote of the holders of at least two-thirds in voting power of the issued and outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 2. Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of Class B Common Stock shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article VII.

ARTICLE VIII.

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

ARTICLE X.

The name and the mailing address of the Sole Incorporator is as follows:

JAKE NOCH

1978 GULF SHORE BLVD. S.

NAPLES, FL 34102

[Remainder of this page intentionally left blank]

This Certificate has been subscribed as of November 4, 2020 by the undersigned who affirms that the statements made herein are true and correct.

PRO MUSIC RIGHTS, LLC

WRITTEN CONSENT IN LIEU OF A

SPECIAL MEETING OF THE SOLE MEMBER

November 4, 2020

The undersigned, being the sole member of Pro Music Rights LLC, a Florida limited liability company (the “Company”), in lieu of holding a special meeting of the sole member of the Company (the “Member”), pursuant to the Florida Revised Limited Liability Company Act (the “Act”) and in accordance with Section 265 of the General Corporation Law of the State of Delaware (“DGCL”), hereby takes the following actions and adopts the following resolutions by written consent:

WHEREAS, the Member of the Company deems it advisable and in the best interests of the Company that the Company convert from a Florida limited liability company to a Delaware corporation pursuant to Sections 605.1041 through 605.1046 of the Act and in accordance with Section 265 of the DGCL (the “Conversion,” and the Company, from and after the Conversion, referred to herein as the “Corporation”);

WHEREAS, the Member has approved the form, terms and provisions of the Articles of Conversion, to be filed with Secretary of State of the State of Florida (the “FL Articles of Conversion”), attached hereto as Exhibit A;

WHEREAS, the Member has approved the form, terms and provisions of the Certificate of Conversion, to be filed with Secretary of State of the State of Delaware (the “DE Certificate of Conversion”), attached hereto as Exhibit B;

WHEREAS, the Member has approved the form, terms and provisions of the Certificate of Incorporation of the Corporation to be filed with Secretary of State of the State of Delaware (the “Certificate of Incorporation”), attached hereto as Exhibit C;

WHEREAS, the Member has presented and recommended to the Member a Plan of Conversion (the “Plan of Conversion”), attached hereto as Exhibit D, of the Company;

WHEREAS, the Conversion shall be effective upon the filing of the Certificate of Conversion and the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”);

WHEREAS, at the Effective Time and as a consequence of the Conversion, all of the outstanding membership interests in the Company, shall, without any further action on the part of anyone, be canceled and extinguished and be converted into and represent ownership interest in the Corporation on a one for one basis, such that one hundred percent (100%) of the membership interests of the Company, shall, by virtue of the conversion, be converted into one hundred percent (100%) ownership of the of the Corporation; and

NOW, THEREFORE, BE IT RESOLVED, that the Conversion be, and hereby is, authorized and approved;

FURTHER RESOLVED, that the FL Articles of Conversion, substantially in the form reviewed by the undersigned and attached hereto as Exhibit A, be, and hereby is, in all respects authorized and approved;

FURTHER RESOLVED, that the DE Certificate of Conversion, substantially in the form reviewed by the undersigned and attached hereto as Exhibit B, be, and hereby is, in all respects authorized and approved;

FURTHER RESOLVED, that the Certificate of Incorporation, substantially in the form reviewed by the undersigned and attached hereto as Exhibit C, be, and hereby is, in all respects authorized and approved; and

FURTHER RESOLVED, that the form, terms and provisions of the Plan of Conversion, substantially in the form reviewed by the undersigned and attached hereto as Exhibit D, and the Company’s performance of its obligations under the Plan of Conversion be, and hereby are, in all respects, approved

RESOLVED, that any and all acts taken by any of the officers of the Company, taken on behalf of the Company, in connection with the foregoing be, and hereby are, ratified, confirmed and approved as the acts or actions of the Company.

RESOLVED, that in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, any of the officers are hereby authorized and directed to take all such further actions and to negotiate, execute and deliver all such further instruments, documents and certificates, on behalf of the Company, and to pay all such fees and expenses, which shall in their sole judgment be necessary, proper or advisable.

The actions taken by this consent shall have the same force and effect as if taken at a special meeting of the Member duly called and constituted pursuant to the Act.

*****

IN WITNESS WHEREOF, the undersigned has executed this consent as of the date first set forth above.

PRO MUSIC RIGHTS, LLC SOLE MEMBER WRITTEN CONSENT

EXHIBIT A

FLORIDA ARTICLES OF CONVERSION

EXHIBIT B

DELAWARE CERTIFICATE OF CONVERSION

EXHIBIT C

CERTIFICATE OF INCORPORATION

EXHIBIT D

FORM OF PLAN OF CONVERSION

PLAN OF CONVERSION

OF

PRO MUSIC RIGHTS, LLC,

a Florida Limited Liability Company

INTO

PRO MUSIC RIGHTS, INC.,

a Delaware Corporation

This PLAN OF CONVERSION (the “Plan”), dated as November 4, 2020, is hereby authorized, adopted and approved by Pro Music Rights, LLC, a Florida limited liability company (the “Converting LLC”) and its sole member, in order to set forth the terms, conditions and procedures governing the conversion (the “Conversion”) of the Converting LLC into a Delaware Corporation to be known as “Converted Entity” (the “Converted Entity”) pursuant to Sections 605.1041 through 605.1046 of the Florida Revised Limited Liability Company Act (the “FLLCA”) and Section 265 of the Delaware General Corporation Law (as amended, the “DGCL”).

WHEREAS, the Converting LLC is a limited liability company formed and existing under the laws of the State of Florida;

WHEREAS; the sole Member of the Converting LLC has determined that it is in the best interest of Converting LLC and its member to convert into a Delaware corporation, and the sole Member has authorized and approved the Conversion and the execution, delivery and filing of any and all instruments, certificates and documents necessary or desirable in connection therewith;

NOW, THEREFORE, the Converting LLC does hereby authorize, adopt and approve this Plan to effectuate the conversion of the Converting LLC to a Delaware corporation as follows:

1. Conversion. Upon the Effective Time (as hereinafter defined), the Converting LLC shall be converted from a Florida limited liability company into a Delaware corporation named “Pro Music Rights, Inc.” pursuant to Section 265 of the DGCL and Sections 605.1041 through 605.1046 of the FLLCA (the “Conversion”) and the Corporation, as converted to a Delaware corporation (the “Converted Entity”), shall thereafter be subject to all of the provisions of the DGCL, except that notwithstanding Section 106 of the DGCL, the existence of the Converted Entity shall be deemed to have commenced on the date the Corporation commenced its existence in the State of Florida.

2. Certificate of Conversion; the Certificate of Incorporation; Effective Time.

a. As promptly as practicable following the adoption of the Plan, the Converting LLC shall cause the Conversion to be effective by:

b. Effective Time. The Conversion shall become effective upon such filing of the Certificate of Conversion and the Certificate of Incorporation. The date and time of such effectiveness is referred to herein as the “Effective Time.”

3. Governance and Other Matters Related to the Converted Entity.

a. Bylaws. Upon the Effective Date, the bylaws substantially in the form attached hereto as Exhibit D (the “Delaware Bylaws”) will be the bylaws of the Converted Entity, and the Board of the Converted Entity shall adopt the Delaware Bylaws as promptly as practicable following the Effective Time.

b. Directors and Officers. The directors and officers of the Converted Entity immediately after the Effective Time shall be those individuals who were serving as officers, respectively, of the Converting LLC immediately prior to the Effective Time. The Converting LLC and, after the Effective Time, the Converted Entity and its Board of Directors shall take such actions to cause each of such individuals to be appointed as a director and/or officer, as the case may be, of the Converted Entity.

4. Effect of Conversion. At the Effective Time and as a consequence of the Conversion:

a. (a) the Converted Entity shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal, and mixed, of the Converting LLC; (b) all debts due to the Converting LLC on whatever account shall be vested in the Converted Entity; (c) all claims, demands, property, rights (including without limitation, contract rights), privileges, powers and franchises (including without limitation all licenses, registrations and approvals of any governmental authority or self-regulatory organization to the extent the same may be transferred in accordance with the terms of their issuance) and every other interest of the Converting LLC shall be as effectively the property of the Converted Entity as they were of the Converting LLC prior to the Effective Time; (d) the title to any real estate vested by deed or otherwise in the Converting LLC shall not revert or be in any way impaired by reason of the Conversion, but shall be vested in the Converted Entity; (e) all rights of creditors and all liens upon any property of the Converting LLC shall be preserved unimpaired, limited in lien to the property affected by such lien as of the Effective Time; and (f) all debts, liabilities and duties of the Converting LLC shall thenceforth attach to the Converted Entity and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

b. all of the outstanding membership interests in the Converting LLC, shall, without any further action on the part of anyone, be canceled and extinguished and be converted into and represent ownership interest in the Converted Entity on a one for one basis, such that one hundred percent (100%) of the membership interests of the Converting LLC, shall, by virtue of the conversion, be converted into one hundred percent (100%) ownership of the Converted Entity.

5. Filings, Licenses, Permits, Titled Property, Etc. As applicable, following the Effective Time, Converted Entity shall apply for new state tax identification numbers, qualifications to conduct business (including as a foreign corporation), licenses, permits and similar authorizations on its behalf and in its own name in connection with the Conversion and to reflect the fact that it is a corporation. As required or appropriate, following the Effective Time, all real, personal or intangible property of Converting LLC which was titled or registered in the name of Converting LLC (including, without limitation, patents, trademarks and other intellectual interests) shall be retitled or reregistered, as applicable, in the name of Converted Entity by appropriate filings and/or notices to the appropriate parties (including, without limitation, any applicable governmental agencies). In addition, following the Effective Time, Converting LLC’s customer, vendor and investor communications (business cards, letterhead, websites, etc.) shall be revised to reflect the Conversion and Converted Entity’s corporate status.

6. Further Assurances. If, at any time after the Effective Time, Converted Entity shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in Converted Entity its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of Converting LLC, or (b) to otherwise carry out the purposes of this Plan, Converted Entity and its proper officers and directors (or their designees), are hereby authorized to solicit in the name of Converting Entity any third party consents or other documents required to be delivered by any third party, to execute and deliver, in the name and on behalf of Converting LLC all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of Converting LLC, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of Converting LLC and otherwise to carry out the purposes of this Plan.

7. Implementation and Interpretation; Termination and Amendment. This Plan shall be implemented and interpreted, prior to the Effective Time, by the sole member of Converting LLC and, following the Effective Time, by the Board of Directors of Converted Entity, (a) each of which shall have full power and authority to delegate and assign any matters covered hereunder to any other party or parties, including, without limitation, any officers of Converting LLC or Converted Entity, as the case may be, and (b) the interpretations and decisions of which shall be final, binding, and conclusive on all parties. The sole member of the Converting LLC or the Board of Directors of Converted Entity, as applicable, at any time and from time to time, may terminate, amend or modify this Plan.

8. Approval by the sole Member. The Plan of Conversion has been duly approved by the written consent of the sole member of the Converting LLC.

9. Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person or entity other than as expressly provided herein.

10. Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.

11. Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of Florida and the State of Delaware, without regard to the conflict of laws provisions thereof.

[Signature page follows]

IN WITNESS WHEREOF, Converting Entity has caused this Plan to be executed by its duly authorized representative, along with the unanimous consent of its sole member, as of the date first stated above.

FLORIDA DEPARTMENT OF STATE

DIVISION OF CORPORATIONS

Attached is a form to convert a “Florida Limited Liability Company” into an “Other Business Entity” pursuant to section 605.1045, Florida Statutes. This form is basic and may not meet all conversion needs. The advice of an attorney is recommended.

Pursuant to s. 605.0102(23) a, F.S., entity means: a business corporation, a nonprofit corporation, a general partnership, including a limited liability partnership, including a limited partnership, including a limited liability limited partnership; a limited liability company; a real estate investment trust; or any other domestic or foreign entity that is organized under an organic law.

Send one check in the total amount payable to the Florida Department of State.

Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter.

For further information, you may contact the Registration Section at (850) 245-6051.

Important Notice: As a condition of conversion, pursuant to s.605.0212(10), F.S., each party to the conversion must be active and current through December 31 of the calendar year this document is being submitted to the Department of State for filing.

COVER LETTER

The enclosed Articles of Conversion and fee(s) are submitted to convert a Florida Limited Liability Company” into an “Other Business Entity” in accordance with s.605.1045, F.S.

Please return all correspondence concerning this matter to:

For further information concerning this matter, please call:

Enclosed is a check for the following amount:

Articles of Conversion

For

Florida Limited Liability Company

Into

“Converted or Other Business Entity”

The Articles of Conversion is submitted to convert the following Florida Limited Liability Company into an “Other Business Entity” in accordance with s. 605.1045, Florida Statutes.

1. The name of the Florida Limited Liability Company converting into the “Other Business Entity” is:

2. The name of the “Converted or Other Business Entity” is:

3. The “Converted or Other Business Entity” is a Corporation                                                                                                                 

(Enter entity type. Example: corporation, limited partnership, sole proprietorship, general partnership, common law or business trust, etc.)

organized, formed or incorporated under the laws of Delaware                                                                                                                 

(Enter state, or if a non-U.S. entity, the name of the country) The formation document is attached (if applicable).

4. The plan of conversion was approved by the converting Florida Limited Liability Company in accordance with Chapter 605, F.S.

5. This conversion shall be effective in Florida on: November 4, 2020                                                                                                     

(The effective date: 1) cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State; AND 2) must be the same as the effective date of the conversion under the laws governing the “Other Business Entity.”)

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.

6. If the “Converted or Other Business Entity” is an out-of-state entity not registered to transact business in Florida, the “Converted or Other Business Entity”:

a.) Lists the following street and mailing address of an office the Florida Department of State may send and process served on the department pursuant to 605.0117 and Chapter 48.

7. The “Converted or Other Business Entity” has agreed to pay any members having appraisal rights the amount to which such members are entitled under ss. 605.1006 and 605.1061-605.1072, F.S.

Signed this 4TH                                         day of November                                                , 2020                                                                

Printed Name:

Jake Noch

Title:

Member

 

Fees:	Filing Fee:	$25.00
	Certified Copy:	$30.00 (Optional)
	Certificate of Status:	$5.00 (Optional)

 

21

 

 

	Audit Trial
TITLE	PMR Conversion
FILE NAME	Filing Memo...1-4-20).pdf and 5 others
DOCUMENT ID	7da4830ae958ce377889fad4649855c6aacb7282
AUDIT TRIAL DATE FORMAT	MM/DD/YYYY
STATUS	● Completed

 

 

Document History

 

	11 / 04 / 2020 17:43:59 UTC	Sent for signature to Jake P. Noch (jake@promusicrights.com) from gorallc@goralaw.com IP: 141.126.202.23
	11 / 04 / 2020 17:50:29 UTC	Viewed by Jake P. Noch (jake@promusicrights.com) IP: 73.107.114.140
	11 / 04 / 2020 17:55:21 UTC	Signed by Jake P. Noch (jake@promusicrights.com) IP: 73.107.114.140
	11 / 04 / 2020 17:55:21 UTC	The document has been completed.

 

 

 

 

22

 

Exhibit 4

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of August 15, 2022 (this “Agreement”), is by and between Nuvus Gro Corp., a Delaware corporation (“NUVG”), Pro Music Rights, Inc., a Delaware corporation (“Pro Music”) and Jake Noch, Vito Roppo, Paul Ring, Rodrigo Di Federico and James R. Chillemi (“the “Shareholders”).

WITNESSETH:

WHEREAS, the Shareholders are the owners of 1,409,500,000 shares of common stock, $0.00001 par value per share (the “Shares”), of Pro Music, including 909,500,000 shares of class a common stock and 500,000,000 shares of class b common stock, which represent all of the issued and outstanding shares of common stock of Pro Music;

WHEREAS, the Shareholders desire to exchange the Shares for 3,500,000,000 shares of common stock, $0.001 par value per share, of NUVG (“NUVG Common Stock”);

WHEREAS, the respective Boards of  Directors of Pro Music and NUVG deem it advisable and in the best interests of Pro Music and NUVG, respectively, and their respective shareholders, to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth herein;

WHEREAS, it is the parties mutual intent that the exchange of the Shares contemplated by this Agreement be part of plan of reorganization under Section 368 of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein and in reliance upon the undertakings, representations, warranties and indemnities contained herein, NUVG, Pro Music and the Shareholders hereby agree as follows:

ARTICLE 1
EXCHANGE OF SHARES; CLOSING

Section 1.1 Sale of Shares. Subject to the terms and conditions herein stated, the Shareholders agree at the Closing to exchange with full title guarantee, transfer, assign and deliver to NUVG, and NUVG agrees to acquire from the Shareholders, the Shares, free and clear of any and all liens.

Section 1.2 Consideration. In consideration for its acquisition of the Shares, NUVG agrees at the Closing to issue and deliver an aggregate of 3,500,000,000 shares of NUVG Common Stock (the “New Shares”) to the Shareholders, to be allocated among the Shareholders in accordance with Schedule I attached hereto.

Section 1.3 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution and delivery hereof at the offices of NUVG or such other place as the parties may agree.

Section 1.4 Deliveries at Closing. At the Closing:

(a) NUVG shall deliver to the Shareholders:

(i) book entry statements, registered in their individual names in accordance with the allocation set forth on Schedule I, representing the New Shares; and

(ii) resolutions of NUVG’ board of directors, certified by the Secretary of NUVG, authorizing this Agreement and the transactions contemplated hereby;

(b) the Shareholders and Pro Music shall deliver to NUVG:

(i) letter addressed to Computershare, the transfer agent for Pro Music, directing Computershare to transfer all outstanding common stock to NUVG; and

(ii) resolutions of Pro Music’s board of directors and shareholders, certified by the Secretary of Pro Music, authorizing this Agreement and the transactions contemplated hereby;

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PRO MUSIC AND THE STOCKHOLDERS

The Shareholders and Pro Music represent and warrant to NUVG as of the date hereof as follows:

Section 2.1 Organization.

Pro Music is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own its properties and carry on its business as now being conducted. Unless the context otherwise requires, Pro Music and its subsidiaries are collectively referred to as “Pro Music”.

Section 2.2 Capitalization. As of the date of this Agreement, the authorized capital stock of Pro Music consists of 1,000,000,000 shares of class a common stock, $0.00001 par value per share, of which 909,500,000 shares of class a common stock are outstanding, 500,000,000 shares of class b common stock, $0.00001 par value per share, of which 500,000,000 shares of class b common stock are outstanding and 50,000,000 shares of preferred stock, $0.00001 par value per share, of which no shares are issued and outstanding.

Section 2.3 Ownership.

The Shareholders are the sole record and beneficial owners of the Shares in the amounts set forth in Schedule I attached hereto. The Shareholders have good and marketable title to the Shares and the absolute right to deliver the Shares in accordance with the terms of this Agreement, free and clear of all Liens. The transfer of the Shares to NUVG in accordance with the terms of this Agreement transfers good and marketable title to the Shares to NUVG free and clear of all liens, restrictions, rights, options and claims of every kind.

Section 2.4 Authority; Enforceability. The Shareholders have full legal capacity, and Pro Music has full legal right, power and authority, to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Pro Music and the Shareholders and constitutes, and each other agreement, instrument or documents executed or to be executed by Pro Music and the Shareholders in connection with the transactions contemplated hereby has been duly authorized, executed and delivered by Pro Music and the Shareholders and constitutes a valid and legally binding obligation of Pro Music and the Shareholders enforceable against Pro Music and the Shareholders in accordance with their respective terms, except as (a) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws from time to time in effect affecting creditors’ rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 2.5 Third Party Consents. No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement or the consummation by Pro Music of any of the transactions contemplated hereby.

Section 2.6 Title to Assets. Pro Music, and each of its subsidiaries has good and marketable title to all of its assets, and such assets will be free and clear of all liens, charges, security interests or other encumbrances except liens for current taxes not yet due and liens incurred in the ordinary course of business.

Section 2.7 Condition of Assets. Pro Music’s assets have been maintained for their respective intended purposes in the ordinary course of business and are in good condition and repair except for ordinary wear and tear; and the facilities leased in connection with Pro Music’s business operations have been maintained in the ordinary course and no material expenditures are presently required for the repair and maintenance thereof.

Section 2.8 Books and Records. Except with respect to taxes not yet assessed, the underlying books and records of Pro Music reflect all of the debts, liabilities and obligations of any nature (whether absolute, accrued or otherwise, and whether due or to become due) of Pro Music at the dates thereof. Pro Music has not given any guarantees of the obligations of any other person or entity.

Section 2.9 Litigation. There is no litigation, action, suit or other proceeding pending or, to the best of Pro Music ‘s knowledge, any material litigation, action, suit or other proceeding threatened against Pro Music relating to the business or the assets of Pro Music, or which could adversely affect the transactions contemplated by this Agreement other than in the ordinary course of business.

Section 2.10 Taxes. Pro Music and each of the Subsidiaries has duly filed all tax reports and returns (federal, state and local income, corporate, franchise and other) required by it to be filed. These returns and reports are true and correct in all material respects and all taxes due pursuant thereto have been paid. Copies of all such tax returns have been provided to NUVG. Pro Music has not received notice of any tax deficiency outstanding, proposed or assessed against it, nor has it executed any waiver of any statute of limitations on the assessment or collection of any tax. There are no tax liens upon, pending against, or to the best knowledge of Pro Music, threatened against any of the assets of Pro Music. Pro Music is current in its payment obligations for workers compensation and disability insurance, withholding and payroll taxes and other required payments in respect of its employees.

Section 2.11 Compliance with Laws. The business of Pro Music is in compliance in all material respects with all laws, federal, state or local, and all provisions of all rules, and regulations of any federal agency, authority, board, commission, or the like, or any state or local government, or any authority, agency, board, commission, or the like having jurisdiction over such business; including those relating to environmental laws and regulations. Pro Music possesses all material licenses, permits and governmental approvals and authorizations which are required to own its assets and conduct its business as heretofore conducted.

Section 2.12 Material Agreements. All such material contracts, leases and agreements permit the transactions contemplated by this Agreement without the consent of any other party, or, if such consent is required, the consent has been obtained. All such material contracts, leases and agreements are in full force and binding upon the parties thereto, and no party thereto is in material default of any such agreements.

Section 2.13 Officers and Directors. Jake Noch, Paul Ring and Silvio Harris are the executive officers of Pro Music and Jake Noch, James Chillemi and Jimmie Bailey are the directors of Pro Music.

Section 2.14 Charter. True and correct copies of all of its minute and stock record books and certificate of incorporation and bylaws have been delivered to NUVG.

Section 2.15 Insurance. All policies of fire, liability and other forms of insurance held by Pro Music are deemed by Pro Music to be sufficient, and valid policies, in such amounts; will be outstanding and duly in force on the Closing Date.

Section 2.16 Guarantees. Neither Pro Music nor any of its subsidiaries is liable for and/or has guaranteed the obligations of any person or entity other than the obligations of a subsidiary nor is Pro Music or any such subsidiary a party to any agreement to do so.

Section 2.17 Accuracy; Survival. The representations, warranties and statements of Pro Music contained in this Agreement or any Exhibit hereto, or in any Certificate delivered by Pro Music pursuant to this Agreement, are true and correct in all material respects and do not omit to state a material fact necessary in order to make the representations, warranties or statements contained herein or therein not misleading. All such representations, warranties and statements shall survive the Closing (and none shall merge into any instrument of conveyance), regardless of any investigation or lack of investigation by either of the parries to this Agreement.

Section 2.18 No Conflict. Neither the execution and the delivery of this Agreement by the Shareholders, nor the consummation of the transactions contemplated hereby (a) violate, conflict with, or result in a breach of any provisions of, (b) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (c) result in the termination of or accelerate the performance required by, (d) result in the creation of any Lien upon the Shares under any of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Pro Music or, to any material extent, under the terms and conditions of any note, bond, mortgage, indenture, deed of trust, lease, license, loan agreement or other instrument or obligation to or by which either Pro Music or the Shareholders or any of their assets are bound, or (e) to any material extent, violate any Applicable Law binding upon either Pro Music or the Shareholders or any of their assets.

Section 2.19. Investment Representation. Each of the Shareholders acknowledges that the Shares are restricted securities, that such Shareholder is acquiring the Shares for his or her own account with the present intention of holding the Shares for purposes of investment and not with a view to their distribution within the meaning of the Securities Act of 1933, as amended and that the Shares will bear a legend to such effect. Each of the Shareholders represents that it is an accredited investor as such term is defined under the Securities Act of 1933, as amended. Each of the Shareholders has relied solely on his or her independent investigation in making the decision to purchase the Shares. Each of the Shareholder’s determination to purchase the Shares was made independent of, and was not affected by, any statements or opinions (or the lack thereof) regarding the advisability of the purchase or as to the properties, business, prospects or condition of NUVG (financial or other) which may have been made or given by NUVG or its shareholders.

Section 2.20 No Other Representations or Warranties. Except as set forth above in this Section 2, no other representations or warranties of any kind, express or implied, are made in this Agreement by Pro Music or the Shareholders to NUVG.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF NUVG

NUVG represents and warrants to Pro Music and the Shareholders as of the date hereof as follows:

Section 3.1 Organization. NUVG is a corporation duly organized, validly existing and in good standing under the laws of Nevada and has all requisite corporate power and authority to own its properties and carry on its business as now being conducted.

Section 3.2 Capitalization. As of the date of this Agreement, the authorized capital stock of NUVG consists of 5,000,000,000 shares of common stock, $0.001 par value per share, of which 66,945,290 shares are issued and outstanding, and 100,000,000 shares of preferred stock, $0.001 par value per share, of which 273,666 shares of common stock are validly issued and outstanding.

Section 3.3 Authority; Enforceability. NUVG has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of NUVG and no other corporate proceedings on the part of NUVG are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly executed and delivered by NUVG and constitutes a valid and binding obligation of NUVG, enforceable against NUVG in accordance with its terms, except as (a) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium or similar laws from time to time in effect affecting creditors’ rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 3.4 Third Party Consents. No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement or the consummation by NUVG of any of the transactions contemplated hereby.

Section 3.5 NUVG Common Stock. All shares of NUVG Common Stock to be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable.

Section 3.6 No Other Representations or Warranties. Except as set forth above in this Section 3, no other representations or warranties, express or implied, are made in this Agreement by NUVG to Pro Music and the Shareholders.

ARTICLE 4
MISCELLANEOUS

Section 4.1 Survival of Representations, Warranties and Agreements. The representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and shall not be limited or affected by any investigation by or on behalf of any party hereto.

Section 4.2. Further Assurances. Each of NUVG, Pro Music and the Shareholders will use its, his or her, as the case may be, best efforts to take all action and to do all things necessary, proper or advisable on order to consummate and make effective the transactions contemplated by this Agreement.

Section 4.3 Notices. All notices hereunder must be in writing and shall be deemed to have been given upon receipt of delivery by: (a) personal delivery to the designated individual, (b) certified or registered mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier service (against a receipt therefor) or (d) facsimile transmission with confirmation of receipt. All such notices must be addressed to the address of such party on record.

Section 4.4 Headings; Gender. When a reference is made in this Agreement to a section, exhibit or schedule, such reference shall be to a section, exhibit or schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural and vice versa, whenever and as often as may be appropriate.

Section 4.5 Entire Agreement; No Third Party Beneficiaries. This Agreement (including the documents, exhibits and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements, and understandings and communications, both written and oral, among the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 4.6 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada without regard to any applicable principles of conflicts of law.

Section 4.7 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party.

Section 4.8 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either party.

Section 4.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.

Section 4.10 Amendment and Modification. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

Section 4.11 Brokers. NUVG and Pro Music agree to indemnify, defend and hold harmless each other from and against any liability or expense arising out of any claim asserted by any third party for brokerage or finder’s fees or agent’s commissions, based on an allegation that the other impliedly or expressly engaged such claimant as a finder, broker or agent, or brought such claimant into the negotiations between Pro Music and NUVG.

Section 4.12 Fees and Expenses. Except as otherwise expressly provided in this Agreement or assumed by NUVG in writing; attorneys’ fees, accounting fees and all other fees for professional services incurred by each party in effectuating the transactions contemplated by this Agreement shall be paid by the party which incurred such fees. Except as otherwise expressly provided in this Agreement, NUVG and Pro Music shall each bear its own expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement whether or not such transactions shall be consummated.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed themselves or by their respective duly authorized officers as of the date first written above.

Exhibit 5

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, (the “Agreement”) made this day of July 19, 2022 (the “Effective Date”), by and among Jake P. Noch Family Office, LLC, with an address set forth on the signature page below (“Buyer”) and C&S Advisors, Inc., with addresses set forth on the signature page below (“Seller”).

W I T N E S S E T H:

WHEREAS, the Seller owns 37,900,000 shares of common stock as set forth on the signature page below (the “Stock”) of Nuvus Gro Corp., a Nevada corporation (OTC Pink: NUVG) (the “Company”); and

WHEREAS, Buyer wishes to purchase the Stock;

WHEREAS, the Company trades on the OTCPink under the symbol “NUVG” and is current in its filings with OTC Markets;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, and subject to the terms and conditions hereof, the Buyers and Seller agree as follows:

1. Agreement to Purchase and Sell. Sellers will sell to Buyer and Buyer agrees to purchase the Stock from Sellers in exchange for the payment of $430,000 to Seller at a per share price of $0.01134 (the “Purchase Price”), to be paid to Sellers on or before 5:00 PM EST on the Effective Date (the “Closing”) unless extended by both parties in writing according to the terms and conditions set forth herein.

2. Closing. On or before the Closing the Parties shall perform, in order:

(i) book entry representing the Stock; and

(ii) true and correct copies of all of the Company’s business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts.

3. Representations and Warranties of Sellers. Sellers hereby represent and warrant to Buyers, that the following statements are all true and complete as of the Effective Date:

a) Sellers are the record and beneficial owner and has sole managerial and dispositive authority with respect to the Stock and has not granted any person a proxy that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer the legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever.

b) Sellers have all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and thereby and to sell the Stock, in accordance with the terms hereof and thereof and this Agreement constitutes, and upon execution and delivery by Sellers of the Stock, each of such instruments will constitute, a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

c) There are no shareholder agreements, voting trusts or other agreements or understandings to which Sellers are a party or by which they are bound relating to the voting of any shares of the capital stock of the Company. When transferred the Stock shall be duly authorized for delivery, and shall be validly issued, fully paid and non-assessable and the transfer of said Stock shall not be subject to any preemptive or other similar right.

d) Seller will pay all brokerage or finder’s fees or commissions that are or will be payable by the Company or the Sellers to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

e) The execution, delivery and performance of the sale of Stock by Seller and the transactions contemplated hereby do not and will not: (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected.

f) The Sellers are not required to obtain any consent, waiver, authorization or order of, or give any notice to any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance of the sale of stock, other than as already provided.

g) By entry into this Agreement, the Seller shall be responsible for and the new directors will be bound, as appointed by Buyer, to hereby agree that all assets of Nuvus Gro Corp. as currently held by Nuvus Gro Corp. to include all intellectual property, contractual rights, business plans, architectural works, property rights, and other valuable matters, shall be sold to the Seller, into a new entity formed at their direction, control and benefit, which such transaction shall close August 12, 2022 unless the parties mutually agree in writing to close such transaction sooner (the “Asset Sale Date”). All such properties and assets shall be sold from Nuvus Gro Corp. by a bill of sale, for which the Seller shall pay for such assets and property by an exchange of $461,966.00 in debt due to them from Nuvus Gro Corp. to such Seller. Such purchase shall be operable with the signing of this Agreement with such effective date, as executed herein, by resolution and agreement effective August 12, 2022. All additional debt as due from Nuvus Gro Corp. to such Seller shall be assigned as liabilities to such new private entity as designated by the Seller. The Company will have no liabilities as of the Effective Date. The Company will not have any assets as if the Asset Sale Date nor does it have a bank account.

h) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company does not own any Subsidiaries (as defined below). “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

i) As of the date hereof, the authorized capital stock of the Company consists of 400,000,000 shares of Common Stock, $0.001 par value per share, of which 66,945,290 shares are issued and outstanding and 100,000,000 shares of Preferred Stock, $0.001 par value per share, of which 273,666 shares are issued and outstanding.

j) The execution, delivery and performance of this Agreement and the consummation by Sellers of the transactions contemplated hereby will not (i) conflict with or result in a violation of any provision of the Company’s Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to Seller.

k) There is no and during the last two years there has not been any action, suit, investigation, audit or proceeding pending against, or to the best of Sellers’ knowledge threatened against or affecting, the Company or any of its assets or properties before any court or arbitrator or any governmental body, agency or official. The Company is not and during the last two years there has not been any subject to any outstanding judgment, order or decree. Neither the Company, nor any officer, key employee nor 5% stockholder of the Company in his, her or its capacity as such, is in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or any other government agency. The Securities and Exchange Commission (the “Commission”) has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Act.

l) There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Sellers, threatened against or affecting the Company, or their officers or directors in their capacity as such, that could have a Material Adverse Effect.

m) The Company is not subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. The Company is not a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

n) The Company has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.

o) Sellers are affiliates of the Company. Sellers are not aware of any facts that may constitute a breach of any of Seller’s representations and warranties made herein.

4. Representations and Warranties of Buyers. Buyer hereby represents and warrants to Sellers that the statements in the following paragraphs of this Section 4 are all true and complete as of the date hereof and each Buyer represents as follows:

a) Buyer understands that the offering and sale of the Stock is intended to be exempt from registration under the Act and exempt from registration or qualification under any state law.

b) Buyer represents that it has full power and authority to enter into this Agreement.

c) The Stock to be purchased by Buyer hereunder will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.

d) No oral or written representations have been made other than or in addition to those stated in this Agreement. Buyer is not relying on any oral statements made by Sellers, Sellers’ representatives or affiliates in purchasing the Stock.

e) Buyer understands that the Stock is characterized as “restricted securities” under the Act inasmuch as they were acquired from the Company in a transaction not involving a public offering.

f) Buyer has sufficient knowledge and experience in financial, investment securities, and business matters so as to be capable of evaluating the merits and risks associated with investing in the Company.

g) Buyer understands the nature of an investment in the Company, with limited business and no revenue and no assets at this time, and the heightened risks of loss of my investment associated with such an investment.

h) Buyer understands that there is no guarantee of any financial return on this investment and that I run the risk of losing my entire investment.

i) Buyer understands that this investment is not liquid, and cannot be resold without registration of the securities, or the availability of an exemption from registration, which cannot be determined at this time.

j) Buyer has adequate means of providing for my current needs and personal contingencies in view of the fact that this is not a liquid investment.

k) Buyer is purchasing the Stock for investment only and not with the intent to resell the Stock, in the immediate future.

l) Buyer has completed an investigation as to the Company, and its business, history and current status and has received satisfactory answers to any questions.

m) Buyer is not relying on any representations of the Sellers except as expressly contained in this agreement.

n) Buyer acknowledges that if any transfer of the Stock is proposed to be made in reliance upon an exemption under the Act, the Company may require an opinion of counsel satisfactory to the Company that such transfer may be made pursuant to an applicable exemption under the Act. Buyer acknowledges that a restrictive legend appears on the Stock and must remain on the Stock until such time as it may be removed under the Act.

o) 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. Buyer further represents that the Company will not implement a reverse stock split at a ratio of no more than 5:1 through December 31, 2023.

5. Covenant Not to Sue; Indemnification. The Sellers hereby covenant that it will not commence or maintain any suit against Buyers or the Company, whether at law or in equity. Sellers shall indemnify and hold harmless the Buyer and its members, officers, directors, agents, employees, attorneys, accountants, consultants subsidiaries, successors, affiliates and assigns (“Buyers Covenantees”) from and against any and all losses, damages, expenses and liabilities (collectively “Liabilities”) or actions, investigations, inquiries, arbitrations, claims or other proceedings in respect thereof, arising out of: (i) Sellers’ breach of Section 3 herein; and (ii) enforcement of this Agreement (collectively “Actions”) (Liabilities and Actions are herein collectively referred to as “Losses”). Losses include, but are not limited to all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of Seller’s breach of Section 3 herein or enforcement of this Agreement notwithstanding the absence of a final determination as to Seller’s obligation to reimburse any of Buyers Covenantees for such Losses and the possibility that such payments might later be held to have been improper. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

6. Governing Law; Jurisdiction. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of New York. Buyers and Seller hereby irrevocably and unconditionally submit for themselves and their property, to the nonexclusive jurisdiction of Federal and State courts of the State of York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto:

a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and

b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.

7. Termination. This Agreement may only be terminated by mutual agreement by the Parties.

8. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, except that Buyers may not assign or transfer any of his or her rights or obligations under this Agreement.

9. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.

10. Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

11. Costs, Expenses. Each party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

12. Modifications and Waivers. No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date of this Agreement, and signed by both the Buyers and Seller. No waiver of any breach, term, condition or remedy of this Agreement by any party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy. All remedies, either under this Agreement, by law, or otherwise afforded the Parties shall be cumulative and not alternative.

13. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

14. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

15. Further Assurances. From and after the date of this Agreement, upon the request of the Buyers or Seller, Buyers and Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

16. Term, Survival. This Agreement is effective from the Effective Date hereof and shall remain in effect until all the rights and obligations of the parties hereto have been fully performed, however Sections 5, 6 and 7 shall survive this Agreement.

17. Notices. All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received:

a) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails and

b) if given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any such Person to the other Person pursuant to notice given by such Person in accordance with the provisions of this Section 17.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the date first written above,

SELLERS

C&S Advisors, Inc
Eric Horton
CEO

Buyer

Jake P Noch Family Office LLC