CUSIP
No. 769666 108
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Page
1 of 3 Pages
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1
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NAME
OF REPORTING PERSONS
Daniel D. Crosser
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b) x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
12,364,235 shares of Common Stock
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
12,364,235 shares of Common Stock
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
12,364,235 shares of Common Stock
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
12.52%
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 769666 108
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Page
2 of 3 Pages
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Item
1.
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Security
and Issuer.
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This
statement relates to the common stock, $0.0001 par value (the Shares), of Rivulet Media, Inc., a Delaware corporation
(the Issuer or Rivulet). The address of the principal executive offices of the Issuer is 1206 E. Warner
Road, Suite 101-I, Gilbert, Arizona 85296.
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Item
2.
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Identity
and Background.
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(a) This
Schedule 13D is being filed by Daniel D. Crosser.
(b) The
residence or business address of Mr. Crosser is 225 12th Street, Manhattan Beach, CA 90266.
(c)
Mr. Crossers principal occupation is real estate broker, which he conducts through
DC Realty Corp. The address of DC Realty Corp. is 225 12th St., Manhattan Beach, CA 90266.
(d) Mr.
Crosser has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last
five years.
(e) Mr.
Crosser has not 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, federal or state securities laws or finding any violation with respect to such laws during the last five
years.
(f) Mr.
Crosser is a United States citizens.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Mr.
Crosser purchased the Shares reported in this Schedule 13D using personal funds.
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Item
4.
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Purpose
of Transaction.
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The
purpose of the acquisition of the Shares is to make a personal investment.
There
are currently no plans or proposals which the reporting persons may have for future transactions that relate to or would result
in any of the actions reportable in this Item 4.
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Item
5.
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Interest
in Securities of Issuer.
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(a) The
responses of Mr. Crosser to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
(b) The
responses of Mr. Crosser to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
(c) On
June 30, 2020, Mr. Crosser elected to convert the outstanding principal amount of $215,000 of a Convertible Promissory Note dated
March 24, 2020, executed by Debbie Rasmussen and Klusman Family Holdings LLC as borrowers, into 4,364,235 Shares. Accordingly,
on July 6, 2020, 2,182,117 Shares were transferred from Klusman Family Holdings LLC and 2,182,118 Shares were transferred from
Debbie Rasmussen to Mr. Crosser.
CUSIP
No. 769666 108
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Page
3 of 3 Pages
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Subsequently,
Mr. Crosser subscribed for an additional 6,000,000 Shares at a price of $.05 per Share, which were issued to him on July 29,
2020, and subscribed for an additional 2,000,000 Shares at a price of $.05 per Share, which were issued to him on August 21,
2020. As a result, Mr. Crosser owns a total of 12,364,235 Shares reported on this Schedule 13D.
(d) To
the knowledge of Mr. Crosser, no other person has the right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares that are the subject of this Schedule 13D.
(e) Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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None.
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Item
7.
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Materials
to be Filed as Exhibits.
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Exhibit
A – Convertible Promissory Note dated March 24, 2020, executed by Debbie Rasmussen and Klusman Family Holdings, as borrowers.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 21, 2020
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/s/
Daniel D. Crosser
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Daniel
D. Crosser
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EXHIBIT
A
CONVERTIBLE
PROMISSORY NOTE
$215,000
(the Principal Amount)
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March
24, 2020
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FOR
VALUE RECEIVED, Debbie Rasmussen and Klusman Family Holdings (together, Borrower), whose address is c/o Rivulet
Media, Inc., 1206 East Warner Road, Suite 101-I, Gilbert, Arizona 85296, jointly and severally agree and promise to pay to Dan
Crosser, whose address is ____________________ (Lender), the sum of Two Hundred Fifteen Thousand Dollars
($215,000.00), plus interest as set forth herein, with such amount payable to Lender at the address set forth above, or at such
other place as Lender may designate, in accordance with the following terms and conditions.
1. Definitions.
As used in this convertible promissory note (this Note), the following terms, unless the context otherwise
requires, have the following meanings:
1.1 Business
Day means a day other than a Saturday, Sunday, or a day observed as a legal holiday by the United States government
or the State of Arizona.
1.2 Common
Stock means the common stock of the Company.
1.3 Company
means Rivulet Media, Inc., a Delaware corporation.
1.4 Conversion
Shares means four million three hundred sixty-four thousand two hundred thirty-five (4,364,235) shares of Common Stock
owned by Borrower and to be received upon conversion of this Note pursuant to conversion under Section 4 below.
2. Maturity.
2.1 Maturity
Date. Unless earlier converted pursuant to Section 4 below, the outstanding Principal Amount and all accrued interest on this
Note shall be due and payable on June 30, 2020 (the Maturity Date).
2.2 Interest.
This Note bears interest at the rate of five percent (5%) per annum.
3. Security.
This Note is unsecured.
4. Elective
Conversion. Lender shall have the right, upon providing written notice to Borrower, to convert all, but not less than
all, of the then outstanding Principal Amount into the Conversion Shares. If Lender elects to convert this Note into the Conversion
Shares, then (a) all accrued interest on the outstanding Principal Amount will be forgiven, (b) Lender shall surrender this Note
to Borrower within three (3) Business Days of such notice, and (c) Lender and Borrower shall cooperate with respect to the transfer
of Conversion Shares on the books and records of the Company.
5. Events
of Default.
5.1 Event
of Default. Event of Default means any one or more of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree, or order of any court,
or any order, rule or regulation of any administrative or governmental body):
5.1.1 failure
by Borrower to pay the outstanding Principal Amount and all accrued but unpaid interest on or before the Maturity Date, and such
default is not cured within five (5) days;
5.1.2 any
default of any provision of this Note other than a failure to pay addressed by section 5.1.1 above, and such default is not cured
within thirty (30) days of the receipt of notice of the default; or
5.1.3 (i)
Borrower commences a case, as debtor, under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any
successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency, or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating
to Borrower, or (ii) there is commenced a case against Borrower, under any applicable bankruptcy or insolvency laws, as now or
hereafter in effect or any successor thereto, which remains undismissed for a period of ninety (90) days; or (iii) Borrower is
adjudicated by a court of competent jurisdiction insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or (iv) Borrower suffers any appointment of any custodian, receiver, trustee, or the like for it
or any substantial part of its property which continues undischarged or unstayed for a period of ninety (90) days; or (v) Borrower
makes a general assignment for the benefit of creditors; or (vi) Borrower shall fail to pay, or shall state that it is unable
to pay, or shall be unable to pay, its debts generally as they become due.
5.2 Remedies
Upon Event of Default.
5.2.1 If
any Event of Default occurs, the outstanding Principal Amount plus accrued interest shall become, at Lenders election,
immediately due and payable in cash. Lender need not provide, and Borrower hereby waives, any presentment, demand, protest, or
other notice or demands of any kind, and Lender may immediately and without expiration of any grace period enforce any and all
of its rights and remedies hereunder and all other remedies available to it under applicable law.
5.2.2 Alternatively,
in the event of an Event of Default, Lender may elect to convert the then outstanding Principal Amount into the Conversion Shares
as described in Section 4.
6. Currency;
Payments. All references herein to dollars or $ are to U.S. dollars, and all payments of principal
and interest on this Note shall be made in lawful money of the United States of America in immediately available funds. If the
date on which any such payment is required to be made pursuant to the provisions of this Note occurs on a Saturday or Sunday or
legal holiday observed in the State of Arizona such payments shall be due and payable on the immediately succeeding date which
is not a Saturday or Sunday or legal holiday so observed.
7. Right
of Prepayment. Borrower may prepay the Principal Amount and accrued interest of this Note, in whole or in part at any
time.
8. Miscellaneous.
8.1 Time
of Essence. Time is of the essence with respect to Borrowers duties and obligations under this Note.
8.2 Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from
this Note and the balance of the Note shall be interpreted as though such provision were so excluded and shall be enforceable
in accordance with its terms. The parties agree to replace such illegal, void, invalid, or unenforceable provision of this Note
with a legal, valid, and enforceable provision that shall achieve, to the extent possible, the economic, business, and other purposes
of such illegal, void, invalid or unenforceable provision.
8.3 Attorneys
Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note, provided, however, that
if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled
to its reasonable attorneys fees, costs, and disbursements in addition to any other relief to which such party may be entitled.
8.4 Entire
Agreement. This Note constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous negotiations, agreements, and understandings.
8.5 Notices.
All notices that Lender or Borrower is required or permitted to give under this Note shall be delivered to the applicable address
as set forth in the opening paragraph.
8.6 Successors
and Assigns. This Note shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors
and permitted assigns. Borrower may not voluntarily or involuntarily transfer, convey, or assign this Note, or any of its duties
or obligations hereunder, without Lenders prior written consent, which may be withheld for any reason, or for no reason
at all. As used herein, the term Lender means and includes the successors and permitted assigns of Lender.
8.7 Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note, and shall not be deemed to limit
or affect any of the provisions hereof.
8.8 Governing
Law; Jurisdiction and Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of Delaware.
Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in Maricopa County, Arizona
in any court of competent jurisdiction, and, by execution and delivery of this Note, the Company and Lender hereby accept the
jurisdiction and venue of such courts.
8.9 Counterparts.
This Note may be executed in one or more counterparts, each of which will be deemed and original and all of which together will
constitute one and the same instrument. This Note may be executed by fax or .pdf format.
The
Company has caused this Note to be executed as of the date first written above.
BORROWER
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/s/
Debbie Rasmussen
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Debbie
Rasmussen
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KLUSMAN
FAMILY HOLDINGS
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By:
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/s/
Aaron Klusman
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Aaron
Klusman, Owner/Manager
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