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Mar 8, 2024 41 tweets 24 min read Read on X
$SONG F it. @Jake_P_Noch from @ProMusicRights is now BLOCKING shareholder for simply asking for a share structure update. The company no longer is about transparency, instead it seems he is dead set on hiding the clear MASSIVE dilution through the ONLY legal way to currently dilute shares into the market, the open 3a10 he did with HIMSELF.

He's gone too far. I have been tagged back in to assist shareholders everywhere.

/THREAD TIME!!!

F THIS PRICK.Image
$SONG @Jake_P_Noch @ProMusicRights Let's talk about the 3a10!!!

**Everything I am about to share is screenshots DIRECTLY FROM JAKES OWN COURT FILINGS. If they are NOT factually correct, he can sue HIMSELF for defamation and defrauding the Collier County Courts.

All citations are from these cases and these files, ANYONE can access them publicly themselves. Again, if anything here is factually incorrect, it means Jake himself filed something fraudulent and untrue.

Defamation requires someone to post something FALSE, I don't do that, I post factual claims with direct proof or opinion. Suck it Trebek.Image
$SONG @Jake_P_Noch @ProMusicRights On June 25, "the company" entered into a compensation agreement that gave Jake a $12m PER YEAR convertible note as salary with an $18M severance package. This is a fact, not a debate or opinion.

Citation is on the court Doc ID at the bottom and SEC filings.Image
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$SONG
@Jake_P_Noch
@ProMusicRights On July 21st 2023 Jake P Noch (with his directors and board) caused a letter to be given to the TA signed by all the directors stating without any context that the company and him had agreed to a 3a10 settlement not more than a month after executing the agreement.

What is a 3a10? It is a way for pubco's to convert BONA FIDE debt into free trading shares to help clean up and get the company back on track financially. NOTE: bona fide debt: securitieslawyer101.com/2019/section-3…
$SONG @Jake_P_Noch @ProMusicRights What did that letter to the TA say? Well is stated directly there was already a 3a10 agreement in place. But was there?

Nope, in fact, Jake had NOT EVEN FILED THE 3a10 lawsuit in ANY court at that point. Meaning, there was NO 3a10 AGREEMENT IN PLACE at the time of this letter.

This letter was factually incorrect, dare I say IMO highly fraudulent.Image
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$SONG @Jake_P_Noch @ProMusicRights So, when was the FIRST (thats right, first) 3a10 lawsuit filed? 9/12/23, interesting, didn't Jake as a representative of a publicly traded company state to the TA as of July 21st 2023 that he already had one? Why is he filing a lawsuit 2 months later?

Oh, that's right, he didn't have one. Whoops (but not the only whoops, it gets better!Image
$SONG @Jake_P_Noch @ProMusicRights Here is the front page of the claim. Does anyone know the rules around practicing law and self representation? One can self-represent yourself, it is your right under the constitution. You are also, under the constitution, allowed to have an attorney represent you.

Do you know what you CAN'T do, represent someone else on legal matters or give legal advice without being a licensed attorney in the state the court resides.

But look here, Jake is... representing an LLC. Whoopsies... guess what that is?

UNLICENSED PRACTICE OF LAW. Guess who else agrees....Image
$SONG @Jake_P_Noch @ProMusicRights ... the judge, here is the HILARIOUS and public reprimand for Jake not only practicing law without a license, but also... check this... lying to the judge... but wait, there is MORE! Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights Jake was REPORTED TO THE FLORIDA BAR for unlicensed practice of law. 🤣☠️ Image
$SONG @Jake_P_Noch @ProMusicRights But wait!!! It seems Jake tucked his tail, apologized, and learned his lesson right?

Surely a kid that sent a letter to the TA stating he already had a 3a10 just "thought he needed the court to sign off on his employment agreement" wasn't trying to pull a fast on the court without a lawyer... right?Image
$SONG @Jake_P_Noch @ProMusicRights The judge let him off easy, believing he was being honest, didn't understand, and was not going to file the same lawsuit again.. because it was again... dismissed WITH PREJUDICE by the judge.

For anyone that doesn't know, a case can be dismissed WITHOUT prejudice and you can refile again at a later date, usually to some technical issue. If you are dismissed WITH prejudice, you are bared by law from refiling a similar lawsuit.Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights so, Jake learned his lesson, stopped pursing the 3a10 he legally could not refile, and focused on company health instead of his own personal gain... right?

... right!?!?! Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights Oh Jake... please don't say you... yup. You guessed it, he did it. Refiled the 3a10, only this time WITH a lawyer as he should have previously. Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights but like, he at least made sure the judge knew about the previous case as required when filing a lawsuit.

Oh Jake... what are you doing bro. Why? Image
$SONG @Jake_P_Noch @ProMusicRights that is right, he did it. But surely he like, backed off, changed the agreement to be reasonable, and it all is on the up and up?

Oh Jake, watcha doing here Brick god. That is right, he made an agreement with himself that he can sell an UNLIMITED number of shares ANNUALLY, until he realizes $12M, NOT converted price, but until he has realized $12M.

Yes, you are reading this right.Image
$SONG @Jake_P_Noch @ProMusicRights This 3a10 was approved because the judge was not presented with all the required facts, Jake controlled BOTH sides of the lawsuit, and no one really knew he was doing it.

No Jake has a BLANK CHECK to sell endless shares until he realized $12M. Image
$SONG @Jake_P_Noch @ProMusicRights so what does that mean? Well Jake clearly had intent to have the ability to sell $12M of shares per year going back to July 21st at the latest per the documentation but was only LEGALLY granted that ability to, after several failed attempts to pull one over on the TA and a Collier County Judge, succeeded on the "third time is a charm" theory.

But given it was only granted by Dec 8th, he did not convert any shares in 2023. This per HIS filings with the SEC, so if he did convert then, well he lied in filings.

"But why don't you just cite the verified TA data on OTC Markets FLOW?" - Good question.

It is because Jake has GAGGED the TA. How do I know that? Well for one the TA hasn't updated since Nov 27th 2023. And here, in the first tweet, it seemed that he was VERY open into sharing the info... let's dig into that more.Image
$SONG @Jake_P_Noch @ProMusicRights Well, in early 2023 the last know SS had a DTC of ~9.4M, pretty sexy DTC and the share price was in the pennies. Pretty impressive for an OTC. So Jake used that to really make the company great right?

... right!? Image
$SONG @Jake_P_Noch @ProMusicRights Well Jake in a Reg A filing for his shares he was granted in the reverse merger timing made sure his shares would be unrestricted. As Chairman and CEO of a SHELL designated company, Rule 144 would have restricted him from depositing and selling shares into the market for a mix of reasons:

- Shell status
- He's a director/insider
- They are not past the 2 year requirement.

So he of course, used the company to get his shares unrestricted. But not the numbers:

750M to be sold
2.7B after... hmmmm...Image
$SONG @Jake_P_Noch @ProMusicRights let's unpack this a bit. Look at the 3/17/23 TA report... 764,995,461 that number looks super close to another number...

Oh yeah, it is basically the 9.4M + 750,000,000 (close, few other small fries converted and sold too). Image
$SONG @Jake_P_Noch @ProMusicRights what does that mean, it means Jake was almost ALL the shares that were deposited to DTC and then sold into the market. Notice he does a few things to distract from this:

1) He doesn't tell anyone.
2) He hides behind "no new shares" as a strict definition of dilution.

All the while, he is... selling into the market his 750M shares while acting as Chairman and CEO. Think about that, he owed 98% of the held at DTC and over 90% of the OS... but was dumping shares into the market while calling the dilution talk "unsubstantiated rumors." They were unsubstantiated, because he wasn't telling anyone...

Let's unpack that some more.Image
$SONG @Jake_P_Noch @ProMusicRights instead of ya know, telling folks and being transparent, what does the tape say? There are some pretty big trading days prior to this one I highlighted, 1M, 500k, etc... all basically 52 weeks highs. But then we start to see 2.5M, 15.5M, 64M, and on and on...

But "no dilution" and Jake is being transparent right? Yet, we KNOW the ONLY person able to convert that many shares and sell them into the market is... Jake himself.

This is NOT opinion, this is in fact Jake's own written words filed with the SEC and courts under threat of perjury.

But there is no way he tried and hide it right? Or complained? Let's unpack that!!!Image
$SONG @Jake_P_Noch @ProMusicRights Reminder, this whole time Jake has been talking about TRANSPARENCY and honesty right? Seemingly sharing data from the TA to make sure everyone knows he isn't diluting right?

There is now way he would... pump share cancellations into him selling 750M shares? Jake... oh no... you didn't... oh you did. Good thing he didn't issue any additional shares since taking over as CEO, what a great guy!Image
$SONG @Jake_P_Noch @ProMusicRights that's right, all Jake accomplished with the share reduction was create volume he could then sell his shares into. Why can I make this claim, well from a PPS perspective the stock ran up and dumped right back to where it started.

Why? Well, we know, only one person could have sold that many shares.

But wait, what about this 3a10 and stuff and what does that mean now!?Image
$SONG @Jake_P_Noch @ProMusicRights well, again, Jake has gagged the TA. Not only has he gagged the TA, he is blocked ANYONE that asks for an update of the SS or DTC. That seems to completely go against his endless tweets and PR's claiming transparency right?

You are right, so what did I do and how do I know he gagged the TA... well the TA basically said so!Image
$SONG @Jake_P_Noch @ProMusicRights but lets look at that vol chart again, but fast forward a few months. Anyone see something? See any sort of increase? Oh look at that, how are there multiple days >50% of the OS traded? Why is there one day over 1B shares? Why did TODAY trade almost the entire OS into the .0001 bid?

This is where the 3a10 comes in. There is only again ONE person who can convert and sell this many share... and it is Jake.

As Chairman and CEO, Jake is AGAIN converting shares, selling them into the market at volumes WAY higher than his tweets or PR's suggest. He of course would never blame... traders right?

... right?Image
$SONG @Jake_P_Noch @ProMusicRights ... yup... he did. This little weasle liar actually blamed tick flippers while he is selling BILLIONS of shares converted from the 3a10. Publicly, using the company X account. HOLY F Jake. This is IMO absolutely securities fraud. But, this is only one instance right?Image
$SONG @Jake_P_Noch @ProMusicRights Jake. Jake. Jake. Jake. Jake. Why? Why would you say this!?

Transparency right?
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$SONG @Jake_P_Noch @ProMusicRights So where are we now?

Well, I will address the clearly frivolous lawsuits Jake has filed to justify what I believe is a fraudulent report of $1B in rev, $46M in operating income, etc is all BS. Next week... in fact, I will do the SAME undressing of the lawsuits campaign he stated in a similar thread and guess what, it is just as bas as this. but that is for a later time.Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights The issue is, while he has been selling his 3a10 shares, he has been pushing some BS EPS. WHILE HE IS DUMPING WHAT LOOKS LIKE BILLIONS OF SHARES...

Jake, whatcha doing here bro? Why? You this aint right.


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@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights I'm going to end here for the night, frankly I know I missed a ton of gold nuggets, but I wanted to provide the transparency Jake refuses.
$SONG @Jake_P_Noch @ProMusicRights I'm aware the little weasel (my opinion is a protected constitutional right). I have so much more to share. Here is a promise though, if this crybaby scammer does in fact attempt to come after me legally, am prepared to make this so much worse for him. Not a threat, a promise and clear legal strategy:

- I am not a lawyer, everything I posted is just reporting facts (I actually am a member of the press and have a press pass) or opinion of the facts. Nothing here is legal advice.
- I know defamation law well, I have to state material things as fact that are in fact materially false. I of course, mostly just cited Jake's own lawsuits and filings, along with readily available market data, and his and his company's social media. So if those are factually incorrect, he is the one that lied 🤥.
- I am a member of the press, I pay my dues monthly for a press pass. Florida, the ONLY state that has jurisdiction has some amazing anti-SLAPP laws that protect the press for reporting.
- No other state has jurisdiction, therefore anywhere else I will simply motion to dismiss for jurisdiction reasons and Jake will lose like he did a few other lawsuits over jurisdiction reasons. Yes, I read them, lol.

So what will I do?

1) I will subpoena for all share transactions from the TA for share issuances. This will show the exact number of shares Jake was issued and when.

2) I will subpoena the transactions of those shares by Jake, his LLC, etc who received and is now selling those. These shares don't need to be sold into the market by Jake, they just have to be hitting the market THROUGH the 3a10. If he use a liquidator in a private sale everything I types is still factually correct whether he hits the sell button or someone does it for him. His 3a10 is the cause for the PPS issues. He can try and play word games like "Jake isn't selling, he sold to _____ company who is selling them." Doesn't matter, Jake's self dealing 3a10 is the crux of the problem, and the rest is just "how" he is destroying shareholder value.

3) I will subpoena all calculations and invoices related to revenue and the lawsuits.

I will then:

4) Create a detailed timeline of each and every tweet vs each and every conversion and sale of Reg A and 3a10 shares into the market. This would be DEVASTATING legally for Jake, because I would send this complete detailed report to:

-- SEC
-- FINRA
-- OTC Markets
-- Florida OFR (jurisdiction under blue sky laws)
-- FBI
-- Collier County Financial Crimes
-- Reporters

As Chairman and CEO, Jake has fiduciary responsibility to the company and shareholders. This thread IMO shows CLEARLY Jake is not acting in the interest of the company, but rather in his own self interest to increase his own personal wealth. IMO, this is self dealing to a T.

So go ahead Jake, be a dumb ass and give me access to private info like TA records, trading records, detailed revenue calculations, web signups, customers, etc. This is what I was able to uncover on my own just looking at public data, imagine what I can do with all that private info.Image
$SONG @Jake_P_Noch @ProMusicRights as I stated above, I will be doing the same detailed analysis, fully cited, regarding:

- the frivolous invoice collection lawsuits/campaign
- the signup process and clearly predatory webpage utilized to trick people into a 5 year subscription
- my assessment of his contract and the calculations he uses to asses
- how that plays into the clearly puffed up revenue numbers
- how the financials reported are a constantly moving target quarter over quarter and how he reuses the same revenue and invoice numbers from 2022 to 2023 in attempt to puff up the financials
- a reveal of some of the hilarious misc stuff
- lawsuits against major firms he took major L's on in court
- a detail track record of fraud in almost everything he touches, going back roughly 7 years
- etc.

All factually backed with citations and my constitutionally protected opinion of said facts.

I also agree, the share cancellation(s) are the boring part, time for the GOOD stuff.

Have a great night 💋Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights

Whichever autistic lawyer reads this thread and represents him. I look forward to making you look like fool for choosing to move forward. Image
$SONG @Jake_P_Noch @ProMusicRights This all started with the lack of transparency. What shareholders were getting was fake transparency that Jake uses to hide his self-enrichment scheme, while shareholders suffer the side effects of him transferring their wealth to his.

While Jake was ACTIVELY conspiring to enrich himself by selling over 90% of the OS in 2023 and setting himself up to sell shares worth 7,500% the currently disclosed market cap... he was pumping a "share buyback" program to shareholders.

Per the terms of his agreement, not only does he get the $12M note from last year, he gets yet ANOTHER $12M this year and every year after. In almost every PR and tweet practically, he constantly talks about transparency and shareholder value.

What the shareholders get INSTEAD is blocked for asking for that transparency and Chairman and CEO that has brought no value to any shareholder BUT HIMSELF, at the expense of every other shareholder now bagged. You bought his shares, and that money is now in his bank account.

fiduciary duty ❌
self-dealing + self enrichment ✅Image
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$SONG @Jake_P_Noch @ProMusicRights Jake stated we could all go to the TA and ask for an update, to consolidate the tweets above, that is no longer the case. Why?

Because there is no transparency, never was, everything was calculated so Jake could profit off shareholders. I believe the revs to be fake (sue me Jake, give me the exact evidence I need to prove it to the SEC) and that everything Jake has done to date has only transferred wealth from his shareholders to his bank account.

This is calculated, this is purposeful, this is planned. The documentation proves it.

Jake can solve all this by ungagging the TA and telling everyone how much dilution he has caused for his personal gain. Instead he blocks anyone that asks.Image
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$SONG @Jake_P_Noch @ProMusicRights per the SEC Bulletin linked, Jake isn't even allowed to utilize the 3a10 to convert and sell. He is bound by Rule 144 which as I understand it (I'm pretty good at that stuff) because SONG was a shell company and has not become an SEC reporter, he has to wait 2 years to sell.

- Jake is a related party
- Jake P. Noch Family Office, LLC is a related party
- Any 3rd party directed by either is still a related party

This is highly concerning that a lawyer would even move forward with this. There is a real risk here for all parties.

sec.gov/corpfin/staff-…Image
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$SONG @Jake_P_Noch @ProMusicRights Further, 3a10's are barred by law from being a way for companies to circumvent the registration process for shares, private placements governed rule 144, or convertible debt as a way to raise money for the company. That is what the Reg A is for and what is already in place for Jake to use.

The issue is the Reg a requires a set price, currently .03 (last I checked), and he would have to lower it to .0001 to have any meaningful ability to raise money because, well his company is 🗑️ (personal opinion, protected speech you prick). So what is he doing instead?

Circumventing the process to use the 3a10 as a tool to fund the company (on top of the massive self enrichment). This is by definition not allowed. Full stop. How do I know that is what he is doing? He tattled on himself in SEC filings!!!

On top of that, while shares are AGGRESSIVELY being dumped into the market through his 3a10, he is talking about facilitating buyers! And a buyback! Like WTF Jake.

YOU CANNOT DO THIS.

Usually companies go out of their way to hide this scam, Jake is doing it right in the open! That won't end well for Jake.Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights Here are the brokers that Jake claims to potentially be using. Image
@Jake_P_Noch @ProMusicRights $SONG @Jake_P_Noch @ProMusicRights Looks like he's been using Glendale Securities. Image
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More from @FLOWtarded

Apr 26, 2024
$SONG @ProMusicRights @Jake_P_Noch Just to get everyone up to speed, if you missed it, here is thread I did on the 3a10 in general touching on the "affiliate" issue Jake and his idiot lawyer violated. I also cover the Rule 144 drip rule Jake violated:
@ProMusicRights @Jake_P_Noch $SONG here is a thread of Jake lying to investors about his plans and even going as far to say investors should sue him, for fraud, for breach of fiduciary responsibility for... doing what he did on the 3a10.
@ProMusicRights @Jake_P_Noch $SONG Here is the case law I will be expounding upon in great detail, the parallels, and what I think this means for @Jake_P_Noch and his genius legal team: sec.gov/litigation/lit…
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Read 65 tweets
Mar 11, 2024
$SONG little mini audit of @ProMusicRights using their online search... anyone know who "QuarterRest" is and the +6000 songs in the library?
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@ProMusicRights $SONG how about Diminuendo with 5324 bangers? Image
@ProMusicRights $SONG Supertonic with 5850 Image
Read 54 tweets

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