Item 1.01 Entry into a Material Definitive Agreement

On February 8, 2022, Rivulet Media, Inc. (the "Company") entered into a Settlement Agreement with Geneva Roth Remark Holdings, Inc. ("Geneva"), to settle and resolve the Company's obligations with respect to three Convertible Promissory Notes executed by the Company and payable to Geneva dated July 8, 2021, August 2, 2021, and September 7, 2021, respectively (the "Notes"). The Company is in default under the Notes, as disclosed in the Current Report on Form 8-K filed on January 10, 2022.

Under the terms of the Settlement Agreement, the Company will pay an aggregate amount of $386,533.43 to Geneva, which will constitute payment in full under the Notes. Payments will be made in weekly installments, with the first 12 payments in the amount of $30,000 each and a final payment in the amount of $26,533.43. The first payment was paid on February 11, 2022, with each subsequent payment due on each Friday thereafter until paid in full. The Company may prepay the balance in full or in part at any time with no prepayment penalty. If payments are timely made, then no further interest or fees will accrue on the balance of the Notes.

If the Company fails to make a payment when due, then the Settlement Agreement terminates and Geneva may pursue any remedies available to it under the Notes, provided that all amounts paid by the Company will be credited toward the outstanding amounts due under the Notes in equal amounts between the Notes. Upon payment in full, the Company and Geneva will each release any and all claims it may have against the other party.

The description of the Settlement Agreement is only a summary of the agreement, does not purport to be a complete description of the agreement, and is qualified in its entirety by reference to the agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.


 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant



The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits






(d)    Exhibits.



    10.1     Settlement Agreement between Rivulet Media, Inc. and Geneva Roth
           Remark Holdings, Inc., dated February 8, 2022.

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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