Rivulet Media: Acceleration / Increase of the Financial Obligation – Form 8-K

United States

Security and Trade Commission
Washington, DC 20549


REPORT IN PROGRESS In accordance with

Article 13 or 15 (d) of the

1934 Stock Exchange Act

Report date (Date of first reported event): January 3, 2022

Rivulet Media, Inc.

(Exact name of the holder as specified in the charter)

(State or other jurisdiction
of constitution)
File number)


(IRS employer
ID number.)

1206 Warner Road East, Office 101-I, Gilbert, Arizona85296

(Address of main executive offices) (Postal code)


(Holder’s phone number, including area code)

Check the appropriate box below if the filing of Form 8-K is intended to simultaneously satisfy the filer obligation under any of the following provisions:

?? Written communications in accordance with Rule 425 of the Securities Act (17 CFR 230.425)
?? Solicitation of documents in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
?? Pre-launch communications in accordance with Rule 14d-2 (b) of the Exchange Act (17 CFR 240.14d-2 (b))
?? Pre-launch communications pursuant to Exchange Act Rule 13e-4 (c) (17 CFR 240.13e-4 (c))

Securities registered in accordance with Article 12 (b) of the Law:

Title of each class Trading symbol (s) Name of each exchange on which registered
Nothing Nothing Nothing

Indicate by checking whether the declarant is an emerging growth company within the meaning of rule 405 of the Securities Act of 1933 (17 CFR §230.405) or of rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ).

Emerging, growing company ??

If this is an emerging growth company, indicate with a check mark whether the declarant has chosen not to use the extended transition period to comply with the new financial or revised accounting standards provided for under Article 13 (a) of the Exchange Act. ??

Article 2.04 Trigger events that accelerate or increase a direct financial obligation or obligation under an off-balance sheet arrangement

On July 8, 2021, August 2, 2021 and September 7, 2021, the Company executed three convertible promissory notes (the “Geneva Notes“), respectively, payable to Geneva Roth Remark Holdings, Inc. (“Geneva Roth“), under which the Company borrowed $ 128,750, $ 55,000 and $ 43,750, respectively, as indicated on Form 8-K filed on November 29, 2021. One of the events of default as defined in Geneva banknotes is the failure to comply with the reporting requirements of the Securities Exchange Act of 1934 (“Trade LawOn October 30, 2021, the Company did not file its annual report on Form 10-K for the fiscal year ended July 31, 2021.

Under the Geneva Bonds, once a notice of default is received by the Company, the Company has twenty days to remedy the default by updating itself on its filing requirements. On December 14, 2021, the Company received a notice from Geneva Roth declaring the Company in default under the Geneva Bonds for failure to comply with the reporting requirements of the Exchange Act. Therefore, on January 3, 2022, after the expiration of the 20-day processing period, the Geneva Bonds became in default, triggering the acceleration and obligation to pay the Default Amount, as defined above. below.

As of the date of this report on Form 8-K, the Company has not complied with its filing requirements under the Exchange Act and, therefore, continues to be in default on the Geneva Notes.

The Company calculates the amount owing under the Geneva Notes, with penalties and interest, to be approximately $ 357,843 as of the date of this report on Form 8-K. The Company is currently in settlement negotiations relating to the resolution of these Notes, but there can be no assurance that a satisfactory resolution will be achieved.


In accordance with the requirements of the Securities Exchange Act of 1934, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.

Dated: January 10, 2022

Rivulet Media, Inc., a Delaware corporation

Through: / s / Rick Gean

Rick Gean, Interim CFO

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