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 April 7, 2025

Walter Geldenhuys
Chief Financial Officer
Rivulet Entertainment, Inc.
7659 E. Wood Drive
Scottsdale, AZ 85260

 Re: Rivulet Entertainment, Inc.
 Form 10-KT for the Transition Period ended June 30, 2024
 Filed November 12, 2024
 File No. 000-52390
Dear Walter Geldenhuys:

 We have reviewed your March 26, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March 5,
2025 letter.

Form 10-KT for the Transition Period ended June 30, 2024
Financial Statements
Note 7 - Asset Purchase Agreement, page 19

1. We understand from your response to prior comment one that you believe
the
 prepayment consideration in the reverse recapitalization should be
presented as an
 asset at fair value prior to completing the transaction because you were
not able to
 identify alternative valuation guidance in FASB ASC 805-40 and because
FASB ASC
 505-10-45-2 and SAB Topic 4.E accommodate the separate presentation
 for receivables that are collected in cash before the financial
statements are issued.

 However, your accounting for the prepayment consideration must be
 representationally faithful of the transaction to which it pertains. The
transaction that
 you have described does not involve Rivulet Entertainment being paid
cash in
 April 7, 2025
Page 2

 exchange for the shares, as suggested in your response, as the entity is
 instead acquired (from an accounting standpoint) by the former business
of Rivulet
 Media in a reverse recapitalization. Under these circumstances, the
accounts of
 such former business are required to be maintained at historical cost
and would not
 generally undergo a revaluation, other than perhaps an indicated
impairment. This
 expectation is evident in the guidance on non-controlling interests in
FASB ASC 805-
 40-30-3, as expressed from the standpoint of the legal acquiree.
Therefore, as it
 relates to the share consideration, we do not see adequate support for
your valuation
 approach or the separate presentation of an asset balance, as this does
not correlate
 with the arranged and expected manner and form of settlement.

 As the share issuance is ultimately depicted in a manner similar to a
stock split by the
 accounting acquirer, in advance of closing the par value of the
prepayment shares
 should be reported within equity, as a reclassification from additional
paid-in capital.
 As Sections 7.1 and 8.1 of the Asset Purchase Agreement attached to the
Form 8-K
 that you filed on March 7, 2024 outline various circumstances under
which the
 agreement could have been terminated prior to closing, if the cash paid
would have
 been recoverable under this scenario, such amounts paid and held by the
counterparty
 for distribution to its shareholders may be reported as an asset and
upon closing
 should be eliminated in consolidation and depicted as a distribution to
shareholder.

2. We also understand from your response to prior comment one that you
regard the
 reverse recapitalization closing to have occurred during July 2024,
although during
 our phone conference on March 20, 2025, your accounting consultant
advised that a
 significant portion of the required consideration had not yet been
conveyed.

 As the Asset Purchase Agreement attached to the Form 8-K that you filed
on March 7,
 2024 does not appear to include provisions for closing in advance of
completing the
 exchange of consideration, tell us how closing occured in the absence of
the
 exchange, and provide us with details of all shares issued and cash paid
up to the date
 of closing, quantify any additional consideration (shares and cash) paid
subsequently,
 any any amounts that remain outstanding at the time of your response.

 Please describe the understanding that has been established with respect
to any unpaid
 consideration, provide us with the written agreements that have been
secured to
 document the change in terms, and explain how you view the status of the
transaction,
 relative to the provisions in Sections 7.1 of the Asset Purchase
Agreement, and any
 potential remedies to either counterparty that remain available.

3. We note that you included language from our first comment of our
February 19, 2025
 letter along with your more recent response to comment one. Such
language had
 referenced conflicting disclosures in your filing as to whether you
would merge with a
 business or engage in an asset acquisition, and we asked that you
explain to us how
 you evaluated the transaction relative to the guidance in FASB ASC
805-10-55-3A
 through 55-9, and Rule 11-01(d) of Regulation S-X.
 April 7, 2025
Page 3

 However, while you indicated that you believed the various assets to be
 acquired constitute a business and that you intended to account for the
transaction as a
 reverse recapitalization, you did not provide the analysis requested in
the comment.
 In considering your response to the more recent comment one, and your
approach
 regarding the valuation and presentation of merger consideration
conveyed in advance
 of closing, we would like to confirm your view of the transaction and
your
 understanding of the accounting to be applied. Please submit a detailed
analysis of
 the guidance referenced in the first paragraph of this comment.

4. We note Section 6.4 of the Asset Purchase Agreement that was attached to
the Form
 8-K that you filed on March 7, 2024, appears to describe certain matters
that would
 need to be reported on Form 8-K. For example, subparagraph (a) indicates
Rivulet
 Media will control the consolidated entity by proxy subsequent to
closing, having
 terms that are "...sufficient to control Buyers normal business
operations and
 decisions as well as control of Buyers Board of Directors," while
subparagraph
 (b) explains that after closing "...all current officers and directors
shall tender their
 resignations from all corporate offices of Buyer and simultaneously
appoint their
 successors who are to be chosen by Seller in its sole discretion."

 Tell us the status of your compliance with these provisions and address
the reporting
 requirements in Item 1.01(b) and Item 5.02 of Form 8-K. Provide us with
details
 regarding the composition of your management and board of directors,
before and
 after implementing the changes that are referenced above, and submit the
proxy
 agreement along with your response and file the document along with the
current
 report that is utilized to announce the agreement.

5. We note that you have provided some perspective in your response to
prior comment
 two, regarding the composition of the business and historical financial
presentation of
 the accounting acquirer in the reverse recapitalization, although
various uncertainties
 as to your plans for the accounting and presentation remain.

 Please describe to us your understanding of the required accounting for
the reverse
 recapitalization, from the standpoint of an accounting acquirer. For
example, describe
 your approach with the consolidation entries and valuation protocols for
the accounts
 of the majority and minority interests, the capital structure to be
utilized for historical
 periods prior to closing, as to how common and preferred instruments of
Rivulet
 Media outstanding during the historical periods have been considered in
the
 formulation (clarify if there were no longer any preferred instruments
during this
 period), and how any unpaid/unissued consideration will be reported
subsequent to
 closing, as may include recognizing a distribution liability for unpaid
cash
 consideration in a manner that is similar to accounting for a dividend
on a declaration
 date. Please also clarify how you intend to report that Rivulet Media
will control the
 company by virtue of the proxy arrangement, and whether Rivulet Media
has
 distributed the consideration shares and cash to its shareholders.
 April 7, 2025
Page 4

 As noted previously, based on the information that you have provided, we
understand
 that the historical accounts of the business of Rivulet Media will be
depicted
 in combined financial statements of entities under common control up to
the date of
 closing, and consolidated financial statements from that point forward.
Please
 confirm or clarify if this is not your intention. However, in the event
that you have
 differing views in this regard, or with respect to any other comments in
this letter,
 submit detailed analyses of the accounting literature and the particular
aspects of the
 arrangement that you have considered in formulating alternative views.

 Please contact John Cannarella at 202-551-3337 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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