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 September 11, 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 completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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CORRESP
 1
 filename1.htm

 August
26, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Attn:
 John
 Cannarella

 Karl
 Hiller

 Re:
 Rivulet
 Entertainment, Inc.

 Form
 10-KT for the Transition Period ended June 30, 2024

 Filed
 November 12, 2024

 File
 No. 000-52390

 Dear
Mr. Cannarella and Mr. Hiller:

 This
letter constitutes the response ("Response") of Rivulet Entertainment, Inc. (the "Company") to your comment letter
dated August 22, 2025 (the "Letter") to Walter Geldenhuys, the Chief Financial Officer of the Company, relating to the Company's
Transition Report on Form 10-KT for the transition period ended June 30, 2024 (the "transition period"). For ease
of reference, the Company has copied the comment verbatim from your Letter and has placed our response immediately below
each comment.

 Form
10-KT for the Transition Period ended June 30, 2024

 General

 1.
 We note that your interim
 reports for the quarters ended September 30, 2024 and December 31, 2024 reflect the acquisition from the standpoint of the accounting
 acquirer in your July 7, 2024 reverse merger, although as discussed with your representative during a telephone conference on August
 20, 2025, an inconsistent approach was taken in presenting share activity within the equity statements of these two reports. For example,
 the first quarter report shows 96,722,950 shares as of June 30, 2023, while the second quarter reports shows 3,668,274 shares for that
 same date.

 Based
on your disclosures indicating that 96,722,950 shares were issued by the legal acquirer to complete the transaction, the implicit exchange
ratio when applied to the historical share activity of Rivulet Media, Inc. should yield that same quantity of shares in the financial
statements covering periods prior to the acquisition, adjusted as necessary to correspond to and reflect any changes in the outstanding
shares of accounting acquirer, though culminating in that number of shares just prior to the event. The number of shares that are deemed
to be issued from the standpoint of the accounting acquirer, to acquire the legal acquirer, should equal the number of shares that were
actually issued and outstanding just prior to consummation on July 7, 2024, less any consideration shares that were issued prior to consummation.

 Therefore,
provided there were no changes in the number of Rivulet Media, Inc. shares subsequent to June 30, 2023, up to the date of the merger,
the approach taken in your September 30, 2024 interim report would appear to appropriately reflect the recast based on the share consideration
in conformity with the accounting guidance in FASB ASC 805-40-45-2(d), stating "the equity structure of the legal subsidiary (the
accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of
the legal parent (the accounting acquiree) issued in the reverse acquisition." However, if there were any changes in the number
of shares during that period of time, this would need to be reflected in the equity roll forward with appropriate line-item activity
and note disclosures.

 Please
ensure that share activity presented in future periodic reports, beginning with your interim report for the quarter ended March 31, 2025,
accurately reflects all historical share activity of the accounting acquirer, and is recast using the exchange ratio implicit in the
merger terms. Please advise us of your position on whether the December 31, 2024, interim report should be revised to correct the share
activity in the equity statement, including the reasons if you believe this would be unnecessary.

 Response :
The Company acknowledges the staff's comment and will ensure that our interim report for the period ended March 31, 2025, accurately
reflects "all historical share activity of the accounting acquirer, and is recast using the exchange ratio implicit in the merger
terms". Specifically, as it pertains to the condensed consolidated statements of changes in shareholders deficit, the balance of
common stock as of June 30, 2023 (i.e., "the beginning balance) will reflect 96,722,950 shares outstanding. Further, any additional
share activity that occurred for the accounting acquirer during the nine months ended March 31, 2024, will also reflect the appropriate
exchange ratio.

 As
it pertains to the potential revision of the December 31, 2024 interim report, the Company does not believe that the error (in the condensed
consolidated statements of changes in shareholders deficit) would be considered material to a reasonable investor as follows:

 ● The
 error relates solely to shares outstanding for the comparative period as presented in the
 statement of changes in shareholders' deficit and did not impact the number (of shares
 outstanding for the comparative period) as presented in either the balance sheet or statement
 of operations. As such, the error did not impact the earnings per share calculation for the
 three and six-month period ended December 31, 2023, and was correctly stated in the other
 basic financial statements included in the filing.

 ● It
 does not appear to us that a potential investor, in making an investment decision, would
 place emphasis on the number of shares outstanding in a comparative period. Rather, an investor
 would focus on the current number of shares outstanding.

 ● The
 number was appropriately stated in the Company's Form 10-Q for the period ended September
 30, 2024, which was the interim period during which the merger actually occurred.

 ● The
 items outlined in Staff Accounting Bulletin 99 ("SAB 99") are not applicable.
 For example, i) the misstatement does not mask a change in earnings or other trends ii) the
 misstatement does not hide a failure to meet analysts' consensus expectations for the
 enterprise iii) the misstatement does not change a loss into income or vice versa iv) the
 misstatement does not concern a segment or other portion of the registrant's business
 that has been identified as playing a significant role in the registrant's operations
 or profitability v) the misstatement does not affect the registrant's compliance with
 regulatory requirements vi) the misstatement does not affect the registrant's compliance
 with loan covenants or other contractual requirements vii) the misstatement does not have
 the effect of increasing management's compensation – for example, by satisfying
 requirements for the award of bonuses or other forms of incentive compensation and viii)
 the misstatement does not involve concealment of an unlawful transaction.

 As
such, based on the reasons stated above, the Company is requesting that the error be corrected through the "little r" approach.
Specifically, i) that the number be appropriately stated in our Form 10-Q for the period ending March 31, 2025 and ii) that the Company
will add a caption to the statement of changes in shareholders deficit (included in that filing) that clearly states that the number
of shares outstanding (for the comparative period presented) has been revised as compared to the number as stated in the Form 10-Q for
the period ending December 31, 2024.

 The
company and its management understand that they are responsible for the accuracy and adequacy of these disclosures, notwithstanding any
review, comments, action or absence of action by the staff.

 Sincerely,

 /s/
 Walter G. Geldenhuys

 Walter
 G. Geldenhuys, President/CEO

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<TEXT>
 August 22, 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 May 12, 2025 response to our comment letter and
have the
following comment.

 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 April 7,
2025 letter.

Form 10-KT/A for the Transition Period ended June 30, 2024
General

1. We note that your interim reports for the quarters ended September 30,
2024 and
 December 31, 2024 reflect the acquisition from the standpoint of the
accounting
 acquirer in your July 7, 2024 reverse merger, although as discussed with
your
 representative during a telephone conference on August 20, 2025, an
inconsistent
 approach was taken in presenting share activity within the equity
statements of these
 two reports. For example, the first quarter report shows 96,722,950
shares as of June
 30, 2023, while the second quarter reports shows 3,668,274 shares for
that same date.

 Based on your disclosures indicating that 96,722,950 shares were issued
by the legal
 acquirer to complete the transaction, the implicit exchange ratio when
applied to the
 historical share activity of Rivulet Media, Inc. should yield that same
quantity of
 August 22, 2025
Page 2

 shares in the financial statements covering periods prior to the
acquisition, adjusted as
 necessary to correspond to and reflect any changes in the outstanding
shares of
 accounting acquirer, though culminating in that number of shares just
prior to the
 event. The number of shares that are deemed to be issued from the
standpoint of the
 accounting acquirer, to acquire the legal acquirer, should equal the
number of shares
 that were actually issued and outstanding just prior to consummation on
July 7, 2024,
 less any consideration shares that were issued prior to consummation.

 Therefore, provided there were no changes in the number of Rivulet
Media, Inc.
 shares subsequent to June 30, 2023, up to the date of the merger, the
approach taken
 in your September 30, 2024 interim report would appear to appropriately
reflect the
 recast based on the share consideration in conformity with the
accounting guidance in
 FASB ASC 805-40-45-2(d), stating "the equity structure of the legal
subsidiary (the
 accounting acquirer) is restated using the exchange ratio established in
the acquisition
 agreement to reflect the number of shares of the legal parent (the
accounting acquiree)
 issued in the reverse acquisition." However, if there were any changes
in the number
 of shares during that period of time, this would need to be reflected in
the equity roll-
 forward with appropriate line item activity and note disclosures.

 Please ensure that share activity presented in future periodic reports,
beginning with
 your interim report for the quarter ended March 31, 2025, accurately
reflects all
 historical share activity of the accounting acquirer, and is recast
using the exchange
 ratio implicit in the merger terms. Please advise us of your position on
whether the
 December 31, 2024 interim report should be revised to correct the share
activity in the
 equity statement, including the reasons if you believe this would be
unnecessary.

 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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CORRESP
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 filename1.htm

 SEC Correspondence

 Rivulet Entertainment, Inc.
 7659 E Wood Drive
 Scottsdale, AZ 85260
 May 12, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549-4561

 Attn:
 John Cannarella

 Karl Hiller

 Re:
 Rivulet Entertainment, Inc.

 Form 10-KT for the Transition Period ended June 30, 2024

 Filed November 12, 2024
 File No. 000-52390

 Dear Mr. Cannarella and Mr. Hiller:

 This letter constitutes the response (“Response”) of Rivulet Entertainment, Inc. (the “Company”) to your comment letter dated April 7, 2025 (the “Letter”) to Walter Geldenhuys, the Chief Financial Officer of the Company, relating to the Company’s Transition Report on Form 10-KT for the transition period ended June 30, 2024 (the “transition period”). For ease of reference, the Company has copied each comment  verbatim  from your Letter and has placed our response immediately below each comment.

 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 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 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.

 Response : The Company acknowledges the staff’s comment. To that extent, the Company plans to restate its Form 10-KT filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024 to re-classify the $27 million in issued shares from “asset purchase deposit” to a reduction in Additional paid-in capital. As discussed in the staff’s comment above, the Company does not plan to re-classify the $2.9M cash payment. As such, based on the reclassification, the restated financial statements included in the Form 10-KT/A will reflect the following updated balances as of June 30, 2024:

 · An asset purchase deposit balance of approximately $2.9 million and
 · An Additional paid-in capital balance of approximately $11.7 million

 Furthermore, all of the requisite disclosure in accordance with ASC 250, Accounting Changes and Error Corrections will be provided in the notes to the financial statements.

 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 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.

 Response : In response to the staff’s comment, the Company noted that both Companies orally agreed to consummate the transaction even though the fully agreed-upon consideration had not yet been transferred (as of the merger consummation date). To that extent, i) 67,361,602 shares were issued and $2,949,499 in cash was paid as of the date of the merger ii) an additional 26,268,193 shares were transferred subsequent to the closing of the merger and iii) approximately $7 million and 1,698,209 shares remain outstanding as of the time of this response.

 As it pertains to the unpaid consideration, the Company is currently renegotiating the terms of the agreement with Rivulet Media in order to reduce the amount of cash consideration stated in the original agreement (the remaining outstanding shares are in the process of being transferred). At the time of this response, no written agreement to amend the original terms (of the agreement) has

 been signed. Further, as it pertains to section 7.1 of the agreement, and as noted immediately above, the Company is currently renegotiating the terms of the agreement with Rivulet Media. To that extent, noting that the merger was consummated during July of 2024 (with the acquired entities transferred to Rivulet Entertainment) and written notice of “default” has not been received from the seller, the Company does not expect there to be any “potential remedies” as a result of non-payment. Rather, the Company fully expects to amend the agreement to reduce the original cash payments terms. As soon as an amended agreement is reached with the seller the Company will immediately file a Form 8-K with the requisite information.

 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.

 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.

 Response -In assessing whether Rivulet Media should be considered a business in accordance with S-X Rule 11-01(d), the Company noted that, in creating a framework for how to define the term “business”, the S-X rule states that ( emphasis added ) “the term business should be evaluated in light of the facts and circumstances involved and whether there is sufficient continuity of the acquired entity's operations prior to and after the transactions so that disclosure of prior financial information is material to an understanding of future operations ”. Further, the S-X rule also states that (emphasis added) “ A presumption exists that a separate entity, a subsidiary, or a division is a business ”. As the S-X rule applies to the (legal) acquisition of Rivulet Media, the Company noted that virtually the entire operations of the acquired entity was included as part of the transaction and therefore disclosure of their prior financial information would be “material to an understanding of future operations”. Specifically, prior to the merger, Rivulet Media’s sole business was focused on producing and selling films, such as “Please Baby Please” and “The Mistress”. Subsequent to the merger, the (legally) acquired business is still focused on producing and selling films, such as “Nutcrackers” and “The Dink”. Furthermore, and perhaps most importantly, Rivulet Media’s stand-alone subsidiaries were acquired as part of the transaction (i.e. and not a “lesser component of the entity”). As such, in accordance with S-X Rule 11-01(d), it appears that the acquired entities should be considered a business.

 In assessing whether the acquired Rivulet Media entities should be considered a business in accordance with the guidance in ASC 805, Business Combinations (“ASC 805”), the Company first considered the threshold guidance in ASC 805-10-55-5A through 55-5C. To that extent, the Company concluded that substantially all of the fair value of the gross assets acquired was not concentrated in a single asset or group of similar assets. Specifically, the acquisition included capitalized production costs for multiple films of which some are in-production and some are preproduction each of which present different forms of risk. Further, the acquisition also included the fair value attributed to certain senior employees of Rivulet Media who have the necessary skills, knowledge and experience to continue working on in-process films and to develop future films.

 Finally, the acquisition also included “active” revenue generating contracts related to the sale of certain completed movies, such as “Please Baby Please” and “The Mistress”.

 After concluding that the initial screen was not met, the Company considered whether the acquired “set” had outputs. To that extent, ASC 805-10-55-4(c) defines an output as “the result of inputs and processes applies to those inputs that provide goods or services to customers, investment income, or other revenues”. As the definition pertains to the acquired business, the Company noted that as of the date of the merger it was “providing goods or services to customers”. Specifically, the entity had already produced certain films and sold the rights to those films to third parties.

 After concluding that the acquired business/entity had outputs, the Company next considered whether the set had both an input and a substantive process that together significantly contribute to the ability to create outputs. To that extent, ASC 805-10-55-5E states that:

 The set will have both an input and a substantive process that together significantly contribute to the ability to create outputs when any of the following are present:

 a. Employees that form an organized workforce that has the necessary skills, knowledge, or experience to perform an acquired process (or group of processes) that when applied to an acquired input or inputs is critical to the ability to continue producing outputs. A process (or group of processes) is not critical if, for example, it is considered ancillary or minor in the context of all of the processes required to continue producing outputs.

 b. An acquired contract that provides access to an organized workforce that has the necessary skills, knowledge, or experience to perform an acquired process (or group of processes) that when applied to an acquired input or inputs is critical to the ability to continue producing outputs. An entity should assess the substance of an acquired contract and whether it has effectively acquired an organized workforce that performs a substantive process (for example, considering the duration and the renewal terms of the contract).

 c. The acquired process (or group of processes) when applied to an acquired input or inputs significantly contributes to the ability to continue producing outputs and cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.

 d. The acquired process (or group of processes) when applied to an acquired input or inputs significantly contributes to the ability to continue producing outputs and is considered unique or scarce.

 As the ASC paragraph pertains to the acquisition, the Company noted that the acquired “set” appears to include the item discussed in ASC 805-10-55-5E(a). Specifically, the acquired entities include certain employees, such as Michael J. Witherell, the former vice chairman and president of Rivulet Media, and Rob Paris, the former President of Rivulet Films. Both Mr. Witherell and Mr. Paris bring significant film production expertise to the combined company as well as their valuable film industry relationships. As such, pursuant to the above analysis, the Company concluded that the acquired Rivulet Media entities should be considered a business in accordance with both Rule 11-01(d) of Regulation S-X and ASC 805-10-55.

 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.

 Response: As discussed in the Company’s response to comment 3, we are currently in the process of re-negotiating the terms of the agreement with Rivulet Media. To that extent, the Company plans to eliminate the provisions outlined in section 6.4 of the original asset purchase agreement (the “APA”). As such, as of the time of this response, there has been no “change in composition” in Rivulet Entertainment’s board of directors or executive committee (as compared to the composition prior to the merger). Further, no proxy agreement has been established. If additional members are added to either the board of directors or executive committee

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<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SEC Correspondence

 RIVULET ENTERTAINMENT, INC.
 7659 E. WOOD DRIVE
 SCOTTSDALE, AZ 85260

 March 26, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549-4561

 Attn: John Cannarella
 Karl Hiller

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

 Dear Mr. Cannarella and Mr. Hiller:

 This letter constitutes the response (“Response”) of Rivulet Entertainment, Inc. (the “Company”) to your comment letter dated March 5, 2025 (the “Letter”) to Walter Geldenhuys, the
 Chief Financial Officer of the Company, relating to the Company’s Transition Report on Form 10KT for the transition period ended June 30, 2024 (the “transition period”). For ease of reference, the Company has copied each comment verbatim from your Letter and has placed our response immediately below each comment.

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

 1. We note your response to prior comment one explaining that shares transferred to Rivulet Media, Inc. were recognized as a prepayment for the pending transaction, although without addressing the inconsistency between the $29,894,641 value ascribed to the prepayment shares and the value that would reflect the combined equity or deficit of the entities acquired, as would result in accounting for a reverse recapitalization using the recorded amount with no step-up in basis.

 Based on your disclosure on page 1, explaining that post merger, you engage in the production, distribution and marketing of commercial feature-length films, television series and mini-series, and television movies, from initial development through principal photography, postproduction, distribution and ancillary sales, it appears you may have acquired a business rather than assets. However, your valuation and presentation of the consideration shares as an asset is also not consistent with the accounting that would apply for a reverse acquisition under FASB ASC 805-40.

 We would generally expect that any asset recognized under these circumstances would be offset in equity, following the guidance in FASB ASC 505-10-45-2 and SAB Topic 4.E, regarding receivables that arise upon issuing capital stock. Please explain to us how you propose to address this anomaly in depicting the transaction in the pro forma information that you include with the Form 8-K, and in accounting for the transaction in your interim report for the quarter ended September 30, 2024. On a related point, if you believe that an amendment to correct the presentation is unnecessary or should not be required based on your assessment of materiality please explain to us how you considered materiality and the timeframe necessary to resolve the current and periodic reporting deficiencies in formulating your view.

 Response : In response to the staff’s comment, the Company would like to reiterate that both the cash and equity transferred to the merger counterparty (as of June 30, 2024) was intended to be a prepayment for the pending transaction that was later consummated during July of 2024. As such, the Company does not believe that the fair value of the transferred cash and shares, as of June 30, 2024, would be based on the “combined equity or deficit of the entities acquired”. Further, the Company also does not believe that ASC 805 addresses how to recognize and measure a prepayment made for a pending merger or reverse merger. Rather, the Company believes that the recognition and measurement of the transferred cash and equity shares (that were made as a prepayment), as of June 30, 2024, should be determined in accordance with ASC 820, Fair Value ( “ASC 820” ) and CON 8-Chapter 4, Elements of Financial Statements ( “CON 8” ) . To illustrate, if the entire $29 million prepayment had been comprised of cash, the Company does not believe it would have looked to the guidance in ASC 805-40 to determine how to recognize and measure that amount. Rather, it would have simply recognized an asset (in accordance with the definition of that term provided in CON 8) for the amount of cash transferred (i.e. its fair value). To account for the prepayment based on the “combined equity or deficit of the entities acquired” would have required the Company to either recognize either a loss on the prepayment or a reduction to equity, neither of which would have been appropriate. To that extent, the Company believes, pursuant to the analysis below, that it should take the same approach for the transferred equity shares.

 As it pertains to the staff’s second (sub) comment regarding the presentation of the transferred shares, the Company agrees that the presentation should be made in accordance with ASC 505-10-45-2 and SAB Topic 4.E. However, both the authoritative

 guidance (in ASC 505) and interpretive staff guidance (in SAB Topic 4.E) referenced in the staff’s comment clearly indicates that the time between when the shares are issued and the consideration is eventually received is an integral factor in determining how to present or classify the issued shares. Specifically, in discussing “Receivables for Issuance for Equity”, ASC 505-10-45-2 states that ( emphasis added ):

 An entity may receive a note, rather than cash, as a contribution to its equity. The transaction may be a sale of capital stock or a contribution to paid-in capital. Reporting the note as an asset is generally not appropriate, except in very limited circumstances in which there is substantial evidence of ability and intent to pay within a reasonably short period of time, for example, as discussed for public entities in paragraph 210-10-S99-1 (paragraphs 27 through 29), which requires a deduction of the receivable from equity. However, such notes may be recorded as an asset if collected in cash before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25).

 Further, in discussing “Receivable from Sale of Stock”, SAB Topic 4.E states that:

 The staff will not suggest that a receivable from an officer or director be deducted from stockholders’ equity if the receivable was paid in cash prior to the publication of the financial statements and the payment date is stated in a note to the financial statements.

 As such, based on the above guidance, and the fact that the merger closed at the beginning of July (prior to when the financial statements would have been issued), the Company believes that the presentation of the transferred cash and equity prepayment as an asset was appropriate.

 Finally, as it pertains to the staff’s final (sub) comment regarding how the $29 million prepayment will be reflected in the proforma financial statements (to be included in the Form 8-K) and Form 10-Q for the period ended September 30, 2024, the Company noted the following:
 • Pro Forma Financial Statements -The proforma balance sheet will reflect the transaction as if it was actually consummated on June 30, 2024. In arriving at the combined balance sheet, the prepayment will be eliminated through an adjustment to equity. As such, the combined balance sheet of the two entities will not reflect the prepayment.
 • Form 10-Q for the period ended September 30, 2024 -In accordance with ASC 805-40, the Form 10-Q for the period ended September 30, 2024 will reflect the historical results of the consolidated acquired entities of Rivulet Media (i.e. as of July 1, 2024). Further, similar to the pro forma financial statements, the consolidated financial statements of the two entities will reflect the net assets of Rivulet Entertainment (at historical cost as of the date of merger consummation), which will not include the prepayment.

 2. We note your response to prior comment two indicating that activities of the subsidiaries acquired comprise "virtually all of the business, operations and financial results of Rivulet Media, Inc." and representing that there would be "no material difference" between the carve-out and consolidated financial statements.

 However, we believe that a distinction will need to be apparent in the financial
 presentation as to legal structure and composition, to include identifying any parent subsidiary relationships among the entities acquired, providing a description of any assets acquired and liabilities assumed that were not held within any of the entities acquired, and clarifying that you did not acquire the ownership interests of former parent, i.e. Rivulet Media, Inc. Please also describe any changes to the relationships that comprise the legal structure among the entities acquired that were instituted in connection with the acquistion or subsequently.

 Given that a reverse merger recapitalization would ordinarily entail recasting historical share activity of the accounting acquirer based on the ratio of equity interests exchanged, please clarify how you intend to report such activity for the carve-out or combined equity interests and describe your rationale.

 Response : In response to the staff’s comment, the Company believes it is important to clarify that Rivulet Media, Inc. (“RMI”) was primarily comprised of a simple legal entity structure including a parent entity and multiple wholly owned subsidiaries. Further, for both tax and legal purposes, a new wholly owned subsidiary (or legal entity) would be established each time RMI engaged in the production of a new film. For example, when RMI began the production of The Nutcracker film it established a new wholly owned subsidiary (Nutcracker Productions, LLC) for the purpose of capturing all of the costs incurred related to the production of that film in a separate legal entity. As such, virtually all of the assets, liabilities and results of operations of RMI resided in its wholly owned subsidiaries (i.e. and not at the parent company) which were included as part of the merger transaction. With that being said, the Company fully understands the staff’s concern as it pertains to providing transparent disclosure. Thus, to address the staff’s concerns (outlined in comment two), the Company plans to provide the following information in its (to be filed) Form 8-K regarding the structure of RMI and what exactly was included as part of the merger transaction:

 • RMI’s legal organization chart displaying all of its subsidiaries, its relationship with those subsidiaries and the relationship between the subsidiaries (i.e. if other than common control)
 • Which of the subsidiaries were included as part of the merger transaction
 • Whether any assets or liabilities acquired were not held within the entities acquired (which is not the case) and
 • To clarify that the Company did not acquire any of the ownership interest in RMIs parent company.

 In addition, the Company also noted that there were no changes “among the relationships that comprise the legal structure among the entities acquired that were instituted in connection with the acquisition or subsequently”. That is, the acquired entities simply transitioned from being wholly owned subsidiaries of RMI to wholly owned subsidiaries of Rivulet Entertainment, Inc. (“REI”)

 Finally, as it pertains to the last component of the staff’s comment, the Company noted the following:
 • Exchange Ratio - The Company plans to utilize, by way of analogy, the guidance in ASC 805-40-45-1 through 45-2 in determining the equity structure of the combined company. Specifically, as stated in ASC 805-40-45-1 an entity, upon providing consolidated postmerger financial statements must “retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the acquiree”. To that extent, the Company is fully aware that a traditional share exchange (as reflected in the Case A illustration outlined in ASC 805-410-55-8 through 55-17) did not occur because RMI’s parent company, which is the entity that technically has common shares issued and outstanding, was not included as part of the merger transaction. With that said, in attempting to retain the equity structure of REI, the Company plans to use an exchange ratio based on the number of shares issued by REI to effectuate the transaction divided by RMI’s common shares outstanding immediately prior to the merger (or an exchange ratio of approximately 0.5).
 • Rationale -The Company fully acknowledges that the approach outlined above is typically applied in the scenario where a reverse merger occurs between two entities and all of the shares (of the entities involved in the transaction) are exchanged. However, it is important to note that the other alternative would be to establish an exchange ratio based on the number of shares issued by REI divided by the number of shares outstanding of the combined acquired entities. With that said, considering the combined acquired entities did not have any shares issued and outstanding prior to the merger, that approach would lead to an exchange ratio of zero. From a practical presentation perspective, this approach would result in the combined entity having no shares issued and outstanding immediately prior to the merger. To that extent, the Company does not believe that this presentation would appropriately comply with ASC 805-40-45, which requires that the equity structure of the combined Company reflect that of the legal acquirer (i.e. REI). Or, said differently, the Company does not believe that having the financial statements of the combined company reflect no shares issued and outstanding immediately prior to the merger would accurately depict the legacy equity structure of REI. As such, as discussed above, the Company plans to utilize an exchange ratio (to recast the historical equity structure of the combined company) based on the number of shares issued to effectuate the merger divided by the number of RMI common shares issued and outstanding immediately prior to the merger.

 The company and its management understand that they are responsible for the accuracy and adequacy of these disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Walter G. Geldenhuys, President/CEO

March 5, 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 February 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 February
19, 2025 letter.
Form 10-KT for the Transition Period ended June 30, 2024
Financial Statements
Note 7 - Asset Purchase Agreement, page 19
We note your response to prior comment one explaining that shares transferred to
Rivulet Media, Inc. were recognized as a prepayment for the pending transaction,
although without addressing the inconsistency between the $29,894,641 value
ascribed to the prepayment shares and the value that would reflect the combined
equity or deficit of the entities acquired, as would result in accounting for a reverse
recapitalization using the recorded amount with no step-up in basis.

We would generally expect that any asset recognized under these circumstances
would be offset in equity, following the guidance in FASB ASC 505-10-45-2 and
SAB Topic 4.E, regarding receivables that arise upon issuing capital stock. Please 1.

March 5, 2025
Page 2
explain to us how you propose to address this anomaly in depicting the transaction in
the pro forma information that you include with the Form 8-K, and in accounting for
the transaction in your interim report for the quarter ended September 30, 2024.

On a related point, if you believe that an amendment to correct the presentation is
unnecessary or should not be required based on your assessment of materiality please
explain to us how you considered materiality and the timeframe necessary to resolve
the current and periodic reporting deficiencies in formulating your view.

2.We note your response to prior comment two indicating that activities of the
subsidiaries acquired comprise "virtually all of the business, operations and financial
results of Rivulet Media, Inc." and representing that there would be "no material
difference" between the carve-out and consolidated financial statements.

However, we believe that a distinction will need to be apparent in the financial
presentation as to legal structure and composition, to include identifying any parent-
subsidiary relationships among the entities acquired, providing a description of any
assets acquired and liabilities assumed that were not held within any of the entities
acquired, and clarifying that you did not acquire the ownership interests of former
parent, i.e. Rivulet Media, Inc. Please also describe any changes to the relationships
that comprise the legal structure among the entities acquired that were instituted in
connection with the acquistion or subsequently.

Given that a reverse merger recapitalization would ordinarily entail recasting
historical share activity of the accounting acquirer based on the ratio of equity
interests exchanged, please clarify how you intend to report such activity for the
carve-out or combined equity interests and describe your rationale.

            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

CORRESP
1
filename1.htm

RIVULET ENTERTAINMENT, INC.

7659 E. WOOD DRIVE

SCOTTSDALE, AZ 85260

February 26, 2025

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

 John Cannarella

 Karl Hiller

 Re:

 Rivulet Entertainment, Inc.

 Form 10-KT for the Transition Period ended June 30, 2024

 Filed November 12, 2024

File No. 000-52390

Dear Mr. Cannarella and Mr. Hiller:

This letter constitutes the response (“Response”) of Rivulet Entertainment, Inc. (the “Company”) to your comment letter dated February 19, 2025 (the “Letter”) to Walter Geldenhuys, the Chief Financial Officer of the Company, relating to the Company’s Transition Report on Form 10-KT for the transition period ended June 30, 2024 (the “transition period”). For ease of reference, the Company has copied each comment verbatim from your Letter and has placed our response immediately below each comment.

Form 10-KT for the Transition Period ended June 30, 2024

Financial Statements

Note 7 - Asset Purchase Agreement , page 19

1. We note that you have inconsistent disclosures about your recent issuance of

90,784,800 shares and payment of $10,069,000, indicating you arranged to acquire

"the assets of" Rivulet Media, Inc. (the Seller identified in the agreement attached to the Form 8-K that you filed on March 7, 2024), while also indicating you intend to

account for the transaction as a reverse merger, as if you acquired the Seller instead.

Based on your disclosure on page 1, explaining that post merger, you engage in the production, distribution and marketing of commercial feature-length films, television series and mini-series, and television movies, from initial development through principal photography, postproduction, distribution and ancillary sales, it appears you may have acquired a business rather than assets. However, your valuation and presentation of the consideration shares as an asset is also not consistent with the accounting that would apply for a reverse acquisition under FASB ASC 805-40.

Please explain to us how you have evaluated all aspects of the acquisition relative to

the guidance in FASB ASC 805-10-55-3A through 55-9, and Rule 11-01(d) of

Regulation S-X, in formulating a view.

Response: The Company respectfully acknowledges the staff’s comment. In response to the staff’s comment, the Company agrees with the staff’s conclusion that the transaction was comprised of the purchase of a business (as that term has been defined under both ASC 805, Business Combinations and Article 11 of Regulation S-X) and should not be considered an acquisition of assets. With that said, it is important to note, pursuant to the information provided in Note 7 to the financial statements, that the merger was not consummated until July of 2024. As such, any consideration transferred to Rivulet Media, Inc. as of June 30, 2024 was recognized as a prepayment for the pending transaction. As such, the guidance in ASC 805 would not be applicable until the actual acquisition date.

Furthermore, pursuant to comment 3, it is also important to note that the staff appears to have concluded that Rivulet Entertainment, Inc. should be considered a shell company (as that term has been defined under federal securities law). As such, the Company does not believe that ASC 805-40, which addresses the accounting for a reverse acquisition between two businesses (as that term has been defined by ASC 805) would necessarily be applicable. Rather, as discussed in our response to comment 3, the Company, as of the merger consummation date, plans to recognize the transaction as a reverse recapitalization in accordance with Section 12100 of the Securities and Exchange Commission’s (the “SEC”) Financial Reporting Manual (the “FRM”).

2. If you acquired a business in a reverse acquisition, tell us how you propose to comply with the requirement to file financial statements of the business, which would need to cover its two most recently completed fiscal years on an audited basis, and any subsequent interim periods on an unaudited basis.

Please explain to us how the composition of the financial statements would be

determined, whether these would be depicted as carve-out financial statements or

financial statements of entities under common control, and tell us how these would

compare to the consolidated financial statements of Rivulet Media, Inc.,

with identification and quantification of all material differences.

Given that you amended the acquisition agreement after the closing date on three

occassions to change the composition of the assets that would be included and the

consideration to be exchanged, also explain to us how you propose to reflect those

changes in the historical financial presentation, and describe your rationale.

Response: The Company respectfully acknowledges the staff’s comment. In response to the staff’s comment, the Company noted the following:

·As discussed in our response to comment 1, the Company plans to account for the transaction as a reverse recapitalization (and not a reverse acquisition). As such, to address the requisite reporting, the Company is in process of preparing a “Super 8-K” which includes all of the information required by a Form 10 initial registration statement. To that extent, the Form 8-K will include audited financial statements of Rivulet Media as of June 30, 2024 and June 30, 2023 and for the two years thus ended.

·The composition of the financial statements would be akin to carve-out financial statements solely reflecting the results of the Rivulet Media, Inc. subsidiaries included in the merger transaction (as disclosed in exhibit 10.8 to Form 8-K filed with the SEC on October 15, 2024). With that said, the subsidiaries included in the transaction comprise virtually all of the business, operations and financial results of Rivulet Media, Inc. As such, there would be no material difference between presenting the carve-out financial statements (representing the consolidated acquired entities) and presenting the consolidated financial statements of Rivulet Media, Inc. as a whole (i.e. which would include the former parent company).

·It is unclear to the Company what exactly is meant by the staff’s mention of “historical financial presentation”. With that said, the Company plans to present the audited historical financial statements of the acquired entities in the Super 8-K on a consolidated basis as of June 30, 2024 and June 30, 2023 and for the two years thus ended. Further, beginning with the Form 10-Q for the interim period ended September 30, 2024, the historical financial results provided in the filing (i.e. for the interim period ended September 30, 2023) will be those of the consolidated acquired Rivulet Media inc. entities.

3. Given that you were a shell company (as defined in Rule 12b-2 of Regulation 12B)

prior to entering into the acquisition, if you acquired a business, a Form 8-K having

all of the information that would be required in a general form for registration of

securities on Form 10 would have been required within four days of completing the

transaction in July 2024, to comply with either Item 2.01(f) or Item 5.01(a)(8) of

Form 8-K, depending on whether or not there was also a change in control.

With regard to the requirements for subsequent periodic reports, we note that you

identified June 30, 2024 as a new fiscal year-end and filed financial statements

covering the transition period that ended on that date. Based on this alone, it appears that you should have filed a Form 10-Q for the quarter ended September 30, 2024, as the initial periodic report subsequent to the change, to comply with Rule 13a-10(e)(3) and Rule 13a-13 of Regulation 13A. However, if you completed a reverse acquisition, the historic reporting of the accounting acquiree would ordinarily be superceded by the historical reporting of the accounting acquiror. As such, explain to us how the new fiscal year that you have selected compares to the fiscal year that has been in use by the entity that would be depicted as the accounting acquirer, and if you will be accounting for the transaction as a reverse merger, explain to us how the financial presentation in your initial periodic report following the event will align with and follow the financial reporting that you will provide in the Form 8-K that is filed to address the requirements cited in the first paragraph above.

Tell us why you have not filed these reports and describe any efforts that you have

undertaken to obtain audited financial statements for the business acquired, describe the status of any related activities that are underway, and the expected timeframe that will be necessary to finalize those efforts and comply with your reporting obligations.

Response: The Company respectfully acknowledges the staff’s comment. In response to the staff’s comment, the Company noted that:

·Fiscal Year End-As it pertains to our new June 30 fiscal year-end, the Company noted that Rivulet Media, Inc. also has a June 30 fiscal year-end. As such, the Company, pursuant to the guidance in FRM Section 12240, does not believe that the acquisition will lead to a change in fiscal year. Further, we also noted that i) the Company’s financial statements for the period ended June 30, 2024 have been filed with the SEC ii) the Form 8-K will include the accounting acquiror’s financial statements as of June 30, 2024 and June 30, 2023 and for the two year period thus ended and iii) the first periodic report of the combined company will be for the interim period ended September 30, 2024. Thus, the transaction (and subsequent reporting) will not lead to a lapse in reporting period for either the Company or the accounting acquiror.

·Reporting Status- The Company fully acknowledges that, in accordance with Section 12220.1(b) of the FRM, we should have filed a Super 8-K including audited financial statements of the accounting acquiror/legal acquiree within four days after the merger was consummated. Further, in accordance with Section 1330 of FRM, the first Form 10-Q of the combined Company should have been filed within 45 days after September 30, 2024. To that extent, the Company is currently nearing completion of the audit of the accounting acquiror’s financial statements for inclusion in the Super 8-K. Further, as soon as the Super 8-K is filed, the Company plans to immediately turn its attention to completing its interim financial statements for the three-month period ended September 30, 2024 and three and six-month period ended December 31, 2024. Thus, the Company is wholly focused at this time on ensuring we become fully compliant with all of our requisite ’34 Act reporting obligations as soon as possible.

4. Tell us whether your issuance of the consideration shares culminating in July 2024 resulted in a change in control, and provide us with details of the changes in ownership interests that occurred in connection with this transaction, to include interests held by and among investors in your company, Rivulet Media, Inc., JJW Investments, LLC, Genius Equity, LLC, and all affiliates, members, shareholders, and related persons.

Response: The Company respectfully acknowledges the staff’s comment. In response to the staff’s comment, the Company noted that the issuance of the consideration shares resulted in a change in control. For ease of review, the Company has presented the changes in the following tabular disclosures. Further, as there were a significant number of investors both pre and post-acquisition, the Company has only presented those investors with a greater than 5% ownership as follows:

Pre-Merger Consideration Issuance

Title of class

 Name of Beneficial Owner

 Ownership

 Percent of Class

Common Stock

  Genius Equity, LLC

       7,500,000

 58%

Common Stock

  JJW Investments, LLC

       2,795,798

 22%

Common Stock

  Other Beneficial Owners Consolidated <5%

       2,680,887

 22%

Post-Merger Consideration Issuance

Title of class

 Name of Beneficial Owner

 Ownership

 Percent of Class

Common Stock

  Klusman Family Holdings, LLC

     14,068,692

 13%

Common Stock

  Lawrence M. Silver

     12,651,930

 12%

Common Stock

  Dan Crosser

     12,375,000

 12%

Common Stock

  Genius Equity, LLC

       7,500,000

 7%

Common Stock

  Brooks Koepka Trust

       5,817,000

 6%

Common Stock

  Steven & Ann Wheeler

       5,424,300

 5%

Common Stock

  Other Beneficial Owners Consolidated <5%

     47,321,118

 45%

5. We note the disclosures on pages 4 and 14 of the Form 10-K that you filed on March 27, 2024, indicating that you had entered into a Letter of Intent with Rivulet Media, Inc. on July 14, 2023 to purchase from its then current shareholders all of the issued and outstanding shares of its common stock, preferred stock, and warrants in exchange for the same number and designation of securities to be issued by you.

However, your announcement of the Asset Purchase Agreement in the March 7, 2024 Form 8-K indicates this disclosure from your annual report had been superceded. Please clarify the current status of the Letter of Intent and describe to us all changes in status, including the reasons and attending circumstances, and explain to us how the exchange associated with the transaction described in your transition report compares to the transaction that you had contemplated with the Letter of Intent.

Response: The Company respectfully acknowledges the staff’s comment. In response to the staff’s comment, the Company noted that our original intent was to purchase the entire consolidated Rivulet Media, inc via a share exchange. However, after further deliberation, it was determined that this approach to consummating the transaction was not feasible. Rather, the Company concluded that it would instead purchase certain Rivulet Media, Inc. wholly owned subsidiaries (as delineated in exhibit 10.8 to the Form 8-K filed on October 15, 2024).

While the form of the transaction may differ from the original letter of intent, it is important to note that substantively the nature of the transaction remained unchanged. That is, the Company originally planned to enter into a reverse recapitalization with the business comprising Rivulet Media, Inc. and that recapitalization was eventually consummated during July of 2024. Further, it appears to the Company that the accounting and disclosure for the transaction remained unchanged as well. Specifically, i) that the transaction should be accounted for as a reverse recapitalization where Rivulet Entertainment, Inc. should be considered the accounting acquiree/legal acquiror and Rivulet Media, Inc. (or the acquired LLCs) should be considered the accounting acquiror/legal acquiree ii) a Form 8-K should have been filed within four days after the consummation closed with all of the information required by a Form 10 and iii) that going forward, beginning with the Form 10-Q for interim period ended September 30, 2024, the historical results of the combined Company should be those of the acquired Rivulet Media, Inc LLCs.

The company and its management understand that they are responsible for the accuracy and adequacy of these disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Sincerely,

/s/ Walter G. Geldenhuys

 President/CEO

February 19, 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 filing 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.
Form 10-KT for the Transition Period ended June 30, 2024
Financial Statements
Note 7 - Asset Purchase Agreement , page 19
We note that you have inconsistent disclosures about your recent issuance of
90,784,800 shares and payment of $10,069,000, indicating you arranged to acquire
"the assets of" Rivulet Media, Inc. (the Seller identified in the agreement attached to
the Form 8-K that you filed on March 7, 2024), while also indicating you intend to
account for the transaction as a reverse merger, as if you acquired the Seller instead.

Based on your disclosure on page 1, explaining that post merger, you engage in
the production, distribution and marketing of commercial feature-length films,
television series and mini-series, and television movies, from initial development
through principal photography, postproduction, distribution and ancillary sales, it
appears you may have acquired a business rather than assets. However, your valuation
and presentation of the consideration shares as an asset is also not consistent with the
accounting that would apply for a reverse acquisition under FASB ASC 805-40.
 1.

February 19, 2025
Page 2
Please explain to us how you have evaluated all aspects of the acquisition relative to
the guidance in FASB ASC 805-10-55-3A through 55-9, and Rule 11-01(d) of
Regulation S-X, in formulating a view.

2.If you acquired a business in a reverse acquisition, tell us how you propose to comply
with the requirement to file financial statements of the business, which would need to
cover its two most recently completed fiscal years on an audited basis, and any
subsequent interim periods on an unaudited basis.

Please explain to us how the composition of the financial statements would be
determined, whether these would be depicted as carve-out financial statements or
financial statements of entities under common control, and tell us how these would
compare to the consolidated financial statements of Rivulet Media, Inc.,
with identification and quantification of all material differences.

Given that you amended the acquisition agreement after the closing date on three
occassions to change the composition of the assets that would be included and the
consideration to be exchanged, also explain to us how you propose to reflect those
changes in the historical financial presentation, and describe your rationale.

3.Given that you were a shell company (as defined in Rule 12b-2 of Regulation 12B)
prior to entering into the acquisition, if you acquired a business, a Form 8-K having
all of the information that would be required in a general form for registration of
securities on Form 10 would have been required within four days of completing the
transaction in July 2024, to comply with either Item 2.01(f) or Item 5.01(a)(8) of
Form 8-K, depending on whether or not there was also a change in control.

With regard to the requirements for subsequent periodic reports, we note that you
identified June 30, 2024 as a new fiscal year-end and filed financial statements
covering the transition period that ended on that date.  Based on this alone, it appears
that you should have filed a Form 10-Q for the quarter ended September 30, 2024, as
the initial periodic report subsequent to the change, to comply with Rule 13a-10(e)(3)
and Rule 13a-13 of Regulation 13A. However, if you completed a reverse acquisition,
the historic reporting of the accounting acquiree would ordinarily be superceded by
the historical reporting of the accounting acquiror. As such, explain to us how the new
fiscal year that you have selected compares to the fiscal year that has been in use by
the entity that would be depicted as the accounting acquirer, and if you will be
accounting for the transaction as a reverse merger, explain to us how the financial
presentation in your initial periodic report following the event will align with and
follow the financial reporting that you will provide in the Form 8-K that is filed to
address the requirements cited in the first paragraph above.

Tell us why you have not filed these reports and describe any efforts that you have
undertaken to obtain audited financial statements for the business acquired, describe
the status of any related activities that are underway, and the expected timeframe that
will be necessary to finalize those efforts and comply with your reporting obligations.

February 19, 2025
Page 3
4.Tell us whether your issuance of the consideration shares culminating in July 2024
resulted in a change in contol, and provide us with details of the changes in ownership
interests that occurred in connection with this transaction, to include interests held by
and among investors in your company, Rivulet Media, Inc., JJW Investments, LLC,
Genius Equity, LLC, and all affiliates, members, shareholders, and related persons.

5.We note the disclosures on pages 4 and 14 of the Form 10-K that you filed on March
27, 2024, indicating that you had entered into a Letter of Intent with Rivulet Media,
Inc. on July 14, 2023 to purchase from its then current shareholders all of the issued
and outstanding shares of its common stock, preferred stock, and warrants in
exchange for the same number and designation of securities to be issued by you.

However, your announcement of the Asset Purchase Agreement in the March 7, 2024
Form 8-K indicates this disclosure from your annual report had been superceded.
Please clarify the current status of the Letter of Intent and describe to us all changes in
status, including the reasons and attending circumstances, and explain to us how the
exchange associated with the transaction described in your transition report
compares to the transaction that you had contemplated with the Letter of Intent.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            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

November 28, 2011
 Via Facsimile

Mr. Walter Geldenhuys President and Chief Executive Officer Advanced Voice Recognition Systems, Inc. 7659 E. Wood Drive Scottsdale, AZ 85260
Re:  Advanced Voice Recognition Systems, Inc.
Item 4.01 Form 8-K Filed August 31, 2011
File No . 000-52390

Dear Mr. Geldenhuys:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       / s /  E t h a n  H o r o w i t z  f o r

Brad Skinner Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence    Advanced Voice Recognition Systems, Inc.

 7659 E. Wood Drive

 Scottsdale, AZ  85260

 November 23, 2011

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C.  20549

 Attention:        Ethan Horowitz

                         Accounting Branch Chief

 Re:       Advanced Voice Recognition Systems, Inc.

                         Item 4.01 Form 8-K

                         Filed August 31, 2011

                         File No. 000-52390

 Dear Mr. Horowitz:

 On August 31, 2011, Advanced Voice Recognition Systems, Inc. filed a Report on Form 8-K regarding its change of principal accountants.  This will confirm our understanding that, as our former principal accountant is no longer registered with the PCAOB, we may not include its audit reports or consents in our future filings with the Commission.  Accordingly we have retained our principal accountant, Borgers & Cutler CPA’s PC, to re-audit our prior year financial statements, and we expect to file its reports for both the prior year and the current year with our next 10-K report.

                                                             Very truly yours,

                                                             /s/ Walter Geldenhuys

                                                             Walter Geldenhuys

                                                             President

November 1, 2011
 Via Facsimile

Mr. Walter Geldenhuys President and Chief Executive Officer Advanced Voice Recognition Systems, Inc. 7659 E. Wood Drive Scottsdale, AZ 85260
Re:  Advanced Voice Recognition Systems, Inc.
Item 4.01 Form 8-K Filed August 31, 2011
File No . 000-52390

Dear Mr. Geldenhuys:
 We note that your financial statements for the years ended December 31, 2010 and 2009
were audited by Cordovano and Honeck, LLP.   Effective October 13, 2011, the Public Company
Accounting Oversight Board ("PCAOB") revoked the registration of Cordovano and Honeck,
LLP.  You can find a copy of the order at http://pcaobus.org/News/Releases /Pages/10132011_Announce_Sanctions.aspx
.

As Cordovano and Honeck, LLP is no longer registered with the PCAOB, you may not
include its audit reports or consents in your filings with the Commission.  If Cordovano and
Honeck, LLP audited a year that you are required to include in your filings with the Commission,
you should have a firm that is registered  with the PCAOB re-audit that year.

 Please advise us as to how you intend to a ddress any re-audit requirements.  If you have
any questions, please contact Ethan Horow itz, Accounting Branch Chief, at 202-551-3311.

Sincerely,

       / s /  E t h a n  H o r o w i t z  f o r

Brad Skinner Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

   samoyedaccelerationreq111306.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

     Samoyed Energy Corp.

10870 Harvest Lake Way NE,

Calgary, Alberta T3K 4L1

Telephone: (403) 617-8786

Facsimile: (403) 226-1507

     November 13, 2006

     Via Electronic Filing via Edgar

Mr. John Reynolds - Assistant Director

Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549

Dear Mr. Reynolds:

     This letter shall serve as the formal request of Samoyed Energy Corp. that the effective date of the Registration Statement on Form SB-2 Amendment No. 1 filed with the Securities and Exchange Commission on October 16, 2006 be accelerated to be effective as of Tuesday, November 14, 2006 at 4:00 p.m. Eastern time, or as soon thereafter as is practicable.

Samoyed Energy Corp. hereby acknowledges that:

Should the SEC or the staff acting by delegated authority declare the Registration Statement effective, it does not foreclose the SEC from taking any action on the filing.
The action of the SEC or the staff acting by delegated authority in declaring the registration statement effective does not relieve Samoyed Energy Corp. from its full responsibility for the adequacy and accuracy of the registration statement’s disclosures.
Samoyed Energy Corp. may not assert the SEC’s comments and the declaration of the registration statement’s effectiveness as a defense in any proceedings initiated by the SEC or any person under the United States’ federal securities laws.

     Samoyed Energy Corp. advises that it is aware of its obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the registration statement.

     This request is made on the basis that all requests and comments made by your office pertaining to the Registration Statement have been fully responded to and the appropriate revisions to the Registration Statement have been made and filed.

Sincerely,

/s/ Christopher Yee

Christopher Yee - President and principal executive officer

November 15, 2005

Mail Stop 3561

via U.S. mail and facsimile

Christopher Yee
Samoyed Energy Corp.
10870 Harvest Lake Way NE
Calgary, Alberta
CANADA

Re:      Samoyed Energy Corp
Registration Statement on Form SB-2
Filed October 31, 2005
File No. 333-129331

Dear Mr. Yee:

We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you should revise your document in response to the
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  After reviewing this info rmation, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that Samoyed Energy has not identified properties upon which it will conduct exploration activities.  For this reason, it does not appear that you have a
specific business plan within the meani ng of Rule 419 of Regulation C of the
Securities Act of 1933.  Please revise your registration statement and offering to
comply with Rule 419.

As appropriate, please amend your registration statement in response to this comment.
You may wish to provide us with marked copies of the amendm ent to expedite our

Christopher Yee
Samoyed Energy Corp.
November 15, 2005 Page 2

review.  Please furnish a cover letter with  your amendment that keys your responses to
our comment and provides any requested info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Act of 1933 and that they have pr ovided all information investors require for
an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statem ent, it should furnish a letter, at the time
of such request, acknowledging that:

  should the Commission or the staff, ac ting pursuant to delegated authority,
declare the filing effective, it does not for eclose the Commission from taking any action
with respect to the filing;

  the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effectiv e, does not relieve the compa ny from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

  the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiated  by the Commission or any person under the
federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequate time after the filing of any amendment for

Christopher Yee
Samoyed Energy Corp.
November 15, 2005 Page 3

further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

You may contact Susann Reilly at 202-551-3236 if you have any questions.

     S i n c e r e l y ,

     John Reynolds,
Assistant Director
Office of Emerging Growth Companies

cc:  W. Scott Lawler, Esq.
       By facsimile at 951-506-8877