Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 9, 2024

Rivulet Entertainment, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada (State or Other Jurisdiction of Incorporation)	000-1342936 (Commission File Number)	98-0511932 (IRS Employer Identification No.)

7659 E. Wood Drive, Scottsdale, AZ 85260
(Address of Principal Executive Offices) (Zip Code)

(480) 704-4183
(Registrant’s telephone number, including area code)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	RIVF	OTC pkn

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2024, Rivulet Entertainment, Inc., (f/k/a Advanced Voice Recognition Systems, Inc.) a Nevada corporation (“the Company”), and Rivulet Media, Inc., a Delaware corporation (Rivulet), collectively the Parties, entered into a third addendum that amended the Asset Purchase Agreement (the “Purchase Agreement”), dated March 1, 2024 to remove Maughan Music, Inc. as a purchased asset and added Storyland Animation LLC as a purchased asset.

The addendum also clarified the liabilities to read that liabilities due Rivulet Media, Inc., Rivulet Films, Inc. and all trade accounts, other than those that may be due to Nutcracker and /Kicklight, are not being assumed by the Company

All other terms and conditions of the Purchase Agreement shall remain in full force and effect.

Item 9.01 Financial Statements and Exhibits

Number Title

Exhibit 10.8 Addendum to the Asset Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 14, 2024, 2024

Rivulet Entertainment, Inc.

By: /s/ Walter Geldenhuys Name: Walter Geldenhuys

Title: President

EXHIBIT 10.8

THIRD ADDENDUM TO ASSET PURCHASE AGREEMENT

The following provisions (the “Addendum”) are hereby incorporated into, and are hereby made a part of, that certain Asset Purchase Agreement dated March 1, 2024 (the “Agreement”) between Advanced Voice Recognition Systems, Inc. a Nevada corporation, n/k/a Rivulet Entertainment, Inc. a Nevada corporation ("Buyer"), and Rivulet Media, Inc., a Delaware corporation ("Seller” or “Company") (individually, a “Party”; collectively, the “Parties”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”).

1.Assets to be Purchased. Schedule 1.1(a) (the "Acquired Assets") and Schedule 1.4(c) shall be amended by removing Maughan Music, Inc. and adding Storyland Animation LLC.

2.Assumption of Certain Liabilities. Shall be amended to read that liabilities due Rivulet Media, Inc., Rivulet Films, Inc. and all trade accounts, other than those that may be due to Nutcracker and /Kicklight, are not being assumed by the Company

3. All other terms and conditions of the Agreement shall remain in full force and effect and said Agreement is hereby confirmed and ratified accordingly.

IN WITNESS WHEREOF, the Parties have caused this Addendum to the Asset Purchase Agreement to be duly executed and delivered as of October 9, 2024.

SELLERBUYER

RIVULET MEDIA, INC. Rivulet Entertainment, Inc.

a Delaware corporation a Nevada corporation

By/s/ Michael Witherill By/s/ Walter Geldenhuys

Michael Witherill Walter Geldenhuys

President and Director President and Director

SCHEDULE 1.1(a)

ACQUIRED ASSETS

(Films in Caps)

Nutcracker Productions, LLC

NUTCRACKERS

Good News Productions, LLC

TAURUS

PBP Productions, LLC

PLEASE BABY PLEASE

Mistress Movie, LLC

THE MISTRESS

LAC2 Productions, LLC

LAW ABIDING CITIZEN

Acolyte Productions, LLC

ACOLYTE

Storyland Productions, LLC

Da Vinci Productions, LLC

DA VINCI’S MOTHER

Garden Production, LLC

THE GARDEN

Storyland Animation LLC.

Rivulet Media Ventures, LLC

Rivulet Media (name)

Rivulet Films (name)

The Dink Productions, LLC

SCHEDULE 1.4(c) (amended)

PURCHASE PRICE

The total share purchase price (hereinafter (“Purchase Price”) will be as follows:

Nutcracker Productions, LLC

NUTCRACKERS:

Cash $5,440,281

Stock 54,500,000

Good News Productions, LLC

TAURUS:

Cash $288,990

Stock 2,892,000

PBP Productions, LLC

PLEASE BABY PLEASE

Cash $140,966

Stock 1,409,370

Mistress Movie, LLC

THE MISTRESS:

Cash $87,600

Stock 870,445

LAC2 Productions, LLC

Cash $1,497,260

Stock 15,000,000

Acolyte Productions, LLC

ACOLYTE

Cash $1,497,260

Stock 15,000,000

Storyland Productions, LLC

Cash $50,345

Stock 500,000

Da Vinci Productions, LLC

DA VINCI’S MOTHER

Garden Production, LLC

THE GARDEN

Storyland Animation LLC

Cash $50,345

Stock 500,000

Rivulet Media Ventures, LLC

Cash $997,838

Stock 10,000,000

Rivulet Media (NAME):

Cash $10,069

Stock 100,000

Rivulet Films (NAME):

Cash $10,069

Stock 100,000

The Dink Productions, LLC

Stock 5,239,941

NOBO shareholders

Stock 1,698,209

Total shares 105,583,045 @ .90

96,722,950

Total cash $10,069,000

Document and Entity Information	Oct. 09, 2024
Details
Registrant CIK	0001342936
Document Type	8-K
Document Period End Date	Oct. 09, 2024
Entity Registrant Name	Rivulet Entertainment, Inc.
Entity Incorporation, State or Country Code	NV
Securities Act File Number	000-1342936
Entity Tax Identification Number	98-0511932
Entity Address, Address Line One	7659 E. Wood Drive
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
Entity Address, Address Description	Address of Principal Executive Offices
City Area Code	480
Local Phone Number	704-4183
Phone Fax Number Description	Registrant’s telephone number, including area code
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	RIVF
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false