8-K
Rivulet Entertainment, Inc. (RIVF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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.<br><br><br>(Exact Name of Registrant as Specified in Charter) | ||
| Nevada<br>(State or Other Jurisdiction<br>of Incorporation) | 000-1342936<br>(Commission<br>File Number) | 98-0511932 **** <br>(IRS Employer<br>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 10.8rivu_ex10z8.htmAddendum to therivu_ex10z8.htmAsset 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
THIRD ADDENDUM TO ASSET PURCHASE AGREEMENT
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.
SELLER****BUYER
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