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RIVU Rivulet Media

Filed: 22 Mar 21, 9:09am
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2021

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-32201

 

RIVULET MEDIA, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware 33-0824714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
   

1206 East Warner Road, Suite 101-I
Gilbert, Arizona 85296

 

(Address of principal executive offices, including Zip Code)

 

(480) 225-4052

 

(Registrant’s telephone number, including area code)

 

Not applicable

 

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
None.None.None.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
  Emerging growth company x
   

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

 

As of February 28, 2021, the Company had 121,270,171 shares of common stock, $0.0001 par value, issued and outstanding.

1

 

RIVULET MEDIA, INC. AND SUBSIDIARIES

(Formerly known as Bio-Matrix Scientific Group, Inc.)

 

Table of Contents

 

 Page
Number
  
PART I - FINANCIAL INFORMATION3
  
Item 1. Condensed Consolidated Financial Statements3
  
Condensed Consolidated Balance Sheets – January 31, 2021 (Unaudited) and July 31, 20203
  
Condensed Consolidated Statements of Operations (Unaudited) – Three Months and Six Months Ended January 31, 20214
  
Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) (Unaudited) – Three Months and Six Months Ended January 31, 20215
  
Condensed Consolidated Statement of Cash Flows (Unaudited) – Six Months Ended January 31, 20216
  
Notes to Condensed Consolidated Financial Statements (Unaudited) – Three Months and Six Months Ended January 31, 20217
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk32
  
Item 4. Controls and Procedures32
  
PART II - OTHER INFORMATION34
  
Item 1. Legal Proceedings34
  
Item 1A. Risk Factors34
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds35
  
Item 3. Defaults Upon Senior Securities35
  
Item 4. Mine Safety Disclosures35
  
Item 5. Other Information35
  
Item 6. Exhibits36
  
SIGNATURES37

2

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

RIVULET MEDIA, INC. AND SUBSIDIARIES
(Formerly known as Bio-Matrix Scientific Group, Inc.)

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  January 31,
2021
  July 31,
2020
 
  (Unaudited)    
ASSETS        
Current assets:        
Cash $204,545  $18,281 
Investment in marketable securities  42,608   10,436 
Other prepaid expenses and current assets  4,540   2,945 
Total current assets  251,693   31,662 
Intellectual property  300   300 
Project development costs, including $103,944 and $51,500 with related parties, at January 31, 2021 and July 31, 2020, respectively  3,046,634   134,413 
Total assets $3,298,627  $166,375 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)        
Current liabilities:        
Accounts payable and accrued expenses $145,325  $170,972 
Compensation and related expenses payable, including $285,000 and $90,000 to a related party at January 31, 2021 and July 31, 2020, respectively  322,370   120,317 
Payable for rescinded stock subscription receivable  60,000    
Unsecured promissory notes payable to related party, including accrued interest payable of $6,365 at January 31, 2021  866,365    
Convertible promissory note payable, including accrued interest payable of $427, at July 31, 2020     25,427 
Total current liabilities  1,394,060   316,716 
Non-current liabilities:        
Secured multiple advance promissory note payable to related party, including accrued interest payable of $27,444 at January 31, 2021  1,027,444    
Convertible promissory note payable, net of discount on debt, including accrued interest payable of $1,877 at January 31, 2021  57,297    
Total liabilities  2,478,801   316,716 
         
Commitments and contingencies        
         
Stockholders’ equity (deficiency):        
Preferred Stock, $0.0001 par value; authorized – 20,000,000 shares; issued and outstanding – 1,434 shares  202   202 
Series B preferred stock, $0.0001 par value; authorized – 2,000,000 shares; issued and outstanding – 1,347 shares  72   72 
Common stock, $0.0001 par value; authorized – 200,000,000 shares; issued and outstanding – 121,270,171 shares and 96,691,761 shares at January 31, 2021 and July 31, 2020, respectively  12,127   9,669 
Additional paid-in capital  3,357,356   1,456,644 
Common stock subscription receivable from related party  (482,600)  (550,000)
Accumulated deficit  (2,067,331)  (1,066,928)
Total stockholders’ equity (deficiency)  819,826   (150,341)
Total liabilities and stockholders’ equity (deficiency) $3,298,627  $166,375 

 

See accompanying notes to condensed consolidated financial statements.

3

 

RIVULET MEDIA, INC. AND SUBSIDIARIES
(Formerly known as Bio-Matrix Scientific Group, Inc.)

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

Three Months and Six Months Ended January 31, 2021

 

  Three Months
Ended
January 31,
2021
  Six Months
Ended
January 31,
2021
 
  (Unaudited)  (Unaudited) 
Revenues $  $ 
         
Costs and expenses:        
General and administrative:        
Officers, directors, affiliates and other related parties  295,977   528,216 
Other costs  240,677   487,323 
Sales and marketing  1,174   5,174 
Total costs and expenses  537,828   1,020,713 
Loss from operations  (537,828)  (1,020,713)
Other income (expense):        
Change in fair value of investment in marketable securities  26,090   32,172 
Interest expense, net  (10,935)  (11,862)
Total other income (expense), net  15,155   20,310 
Net loss $(522,673) $(1,000,403)
         
Net loss per common share – basic and diluted $(0.00) $(0.01)
         
Weighted average common shares outstanding – basic and diluted  107,166,014   91,448,810 

 

See accompanying notes to condensed consolidated financial statements.

4

 

RIVULET MEDIA, INC. AND SUBSIDIARIES
(Formerly known as Bio-Matrix Scientific Group, Inc.)

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Unaudited)

 

Three Months and Six Months Ended January 31, 2021

 

              Common       
              Stock       
              Subscription     Total 
           Additional  Receivable     Stockholders’ 
  Preferred  Series B Preferred  Common Stock  Paid-In  From  Accumulated  Equity 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Related Party  Deficit  (Deficiency) 
Balance, July 31, 2020  1,434  $202   1,347  $72   96,691,761  $9,669  $1,456,644  $(550,000) $(1,066,928) $(150,341)
Payments received on common stock subscription receivable from related party  -   -   -   -   -   -   -   67,400   -   67,400 
Conversion of unsecured convertible promissory note payable  -   -   -   -   128,410   13   25,669   -   -   25,682 
Sales of common stock  -   -   -   -   13,200,000   1,320   658,680   -   -   660,000 
Stock-based compensation expense  -   -   -   -   -   -   22,239   -   -   22,239 
Net loss  -   -   -   -   -   -   -   -   (477,730)  (477,730)
Balance, October 31, 2020  1,434   202   1,347   72   110,020,171   11,002   2,163,232   (482,600)  (1,544,658)  147,250 
Payments received on common stock subscription receivable from related party  -   -   -   -   -     - -   -   -   - 
Sales of common stock  -   -   -   -   11,250,000   1,125   1,123,875   -   -   1,125,000 
Stock-based compensation expense  -   -   -   -   -     - 22,239   -   -   22,239 
Discount on convertible promissory note payable  -   -   -   -   -     - 48,010   -   -   48,010 
Net loss  -   -   -   -   -     - -   -   (522,673)  (522,673)
Balance, January 31, 2021  1,434  $202   1,347  $72   121,270,171  $12,127  $3,357,356  $(482,600) $(2,067,331) $819,826 

 

See accompanying notes to condensed consolidated financial statements.

5

 

RIVULET MEDIA, INC. AND SUBSIDIARIES
(Formerly known as Bio-Matrix Scientific Group, Inc.)

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

 

Six Months Ended January 31, 2021

 

Cash flows from operating activities:    
Net loss $(1,000,403)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock-based compensation expense  44,478 
Change in fair value of investment in marketable securities  (32,172)
Amortization of discount on convertible promissory note payable  3,430 
Changes in operating assets and liabilities:    
(Increase) in -    
Prepaid expenses and current assets  (1,595)
Increase (decrease) in -    
Accounts payable and accrued expenses  (25,647)
Compensation and related expenses payable  202,052 
Accrued interest payable  35,941 
Net cash used in operating activities  (773,916)
     
Cash flows from investing activities:    
Increase in project development costs  (2,912,221)
Net cash used in investing activities  (2,912,221)
     
Cash flows from financing activities:    
Proceeds from sales of common stock  1,785,000 
Proceeds from rescinded stock subscription receivable  60,000 
Payments received on common stock subscription receivable  67,400 
Proceeds from issuance of convertible promissory note payable  100,000 
Proceeds from issuance of secured promissory note payable  1,000,000 
Proceeds from issuance of unsecured promissory notes payable  990,001 
Payments on unsecured promissory notes payable  (130,000)
Net cash provided by financing activities  3,872,401 
     
Cash:    
Net increase  186,264 
Balance at beginning of period  18,281 
Balance at end of period $204,545 
     
Supplemental disclosures of cash flow information:    
Cash paid for -    
Interest $ 
Income taxes $ 
     
Non-cash investing and financing activities:    
     
Principal amount of convertible promissory note payable converted into common stock $25,000 
Debt discount recognized on amendment of convertible promissory note payable $48,010 
Principal amount of unsecured promissory note transferred at date of maturity to promissory note with later maturity date $85,000 

 

See accompanying notes to condensed consolidated financial statements.

6

 

RIVULET MEDIA, INC. AND SUBSIDIARIES
(Formerly known as Bio-Matrix Scientific Group, Inc.)

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 

Three Months and Six Months Ended January 31, 2021

 

1. ORGANIZATION AND BASIS OF PRESENTATION

 

The condensed consolidated financial statements of Rivulet Media, Inc., a Delaware corporation, including its wholly-owned subsidiaries (collectively, the “Company”), at January 31, 2021, and for the three months and six months ended January 31, 2021, are unaudited. In the opinion of management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present fairly the financial position of the Company as of January 31, 2021, and the results of its operations for the three months and six months ended January 31, 2020, and its cash flows for the six months ended January 31, 2021. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at July 31, 2020 has been derived from the Company’s audited consolidated financial statements at such date.

 

The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020, as filed with the SEC.

 

Bio-Matrix Scientific Group, Inc. (“Bio-Matrix”) was organized on October 6, 1998 in the State of Delaware, originally under the name Tasco International, Inc, which was subsequently changed to Tasco Holdings International, Inc., and then to Bio-Matrix Scientific Group, Inc. in 2006. On May 26, 2020, Bio-Matrix’s name was further changed to Rivulet Media, Inc.

 

2019 Reverse Acquisition Transaction

 

On July 31, 2019, Bio-Matrix acquired 100% of the share capital of Pine Hills, Inc., a Wyoming corporation, in exchange for the issuance of 4,080,000 common shares of Bio-Matrix, to Heather Cassady, the sole shareholder of Pine Hills, Inc. In conjunction with this transaction, all of the outstanding shares of Series AA and Series AAA Preferred Stock of Bio-Matrix were cancelled. Pine Hills was in the business of providing data storage and the archiving of corporate documents, and its operations subsequent to that date were nominal.

 

Upon completion of the transaction, Heather Cassady owned approximately 54% of the voting capital stock of Bio-Matrix immediately after the transaction. For financial accounting purposes, this transaction was considered a reverse acquisition of Bio-Matrix by Pine Hills, Inc. and was treated as a recapitalization with Pine Hills, Inc. as the accounting acquirer. Pine Hills was liquidated on August 13, 2020.

 

2020 Change in Control Transaction

 

On March 26, 2020, Debbie Rasmussen and Klusman Family Holdings (together, the “Buyers”) and David Koos and Heather Cassady (together, the “Sellers”) closed a Stock Purchase Agreement (the “SPA”) whereby Buyers purchased from Sellers 4,364,235 shares of the outstanding common stock of Bio-Matrix. This transaction resulted in a change in control of Bio-Matrix, based on the transfer of approximately 55.8% of the outstanding common shares of Bio-Matrix from Sellers to Buyers. The amount of consideration for the purchase of such common shares was $215,000, with the source of the consideration being a loan from an unaffiliated third party.

 

As a condition of closing of the transaction, each director and officer of Bio-Matrix resigned from their position effective April 6, 2020, and Mike Witherill and Aaron Klusman were appointed as directors of Bio-Matrix to take office effective April 6, 2020. Additionally, effective April 6, 2020, Mr. Klusman was appointed Chairman and Chief Executive Officer of Bio-Matrix and Mr. Witherill was appointed Vice-Chairman and President of Bio-Matrix. At the closing of the transaction, Mike Witherill and Aaron Klusman, directly and indirectly, effectively owned the equivalent of 77,896,200 shares of common stock of Bio-Matrix, representing approximately 89.6% of the outstanding shares of common stock of Bio-Matrix.

7

 

In conjunction with the change in control transaction, all current liabilities of Bio-Matrix, including accounts payable and notes payable to related and unrelated parties, plus accrued interest, aggregating $141,936, were paid by the Buyers through a contribution to capital to Bio-Matrix prior to the closing of the reverse acquisition transaction, which became effective on April 13, 2020.

 

2020 Reverse Acquisition Transaction

 

On April 13, 2020, Bio-Matrix acquired 100% of the equity capital of Rivulet Films, Inc. (“Rivulet Films”), which was organized on February 11, 2020 in the State of Arizona, in exchange for the issuance of 79,155,765 shares of common stock of Bio-Matrix distributed on a pro rata basis to the shareholders of Rivulet Films. Rivulet Films is a development stage company involved in the arts, entertainment and recreation business.

 

The current control shareholders of Bio-Matrix (consisting of Mike Witherill, Debbie Rasmussen (the wife of Mike Witherill), and Klusman Family Holdings (controlled by Aaron Klusman), through a series of orchestrated and interdependent transactions over a period of approximately three months, obtained effective control of Bio-Matrix (both a majority of the equity and the board of directors) and caused Rivulet Films to become a wholly-owned subsidiary of Bio-Matrix. Accordingly, for financial accounting purposes, this transaction was considered a reverse acquisition of Bio-Matrix by Rivulet Films and was treated as a recapitalization with Rivulet Films as the accounting acquiror and Bio-Matrix as the accounting acquiree. The financial statements presented herein consist of those of Rivulet Films for the period commencing February 11, 2020 (inception), with the financial statements of Bio-Matrix included for the period commencing April 13, 2020.

 

The stockholders’ equity section of Bio-Matrix has been retroactively restated to reflect the accounting effect of the reverse acquisition transaction. All share and per share amounts presented herein also reflect the retroactive restatement of the stockholders’ equity section of Bio-Matrix. All costs associated with the reverse acquisition transaction were charged to expense as incurred.

 

Changes in Capital Structure of Company

 

On January 29, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the State of Delaware to (1) reduce the number of shares of common stock that the Company is authorized to issue from 16,000,000,000 shares to 100,000,000 shares, with no change in the $0.0001 per share par value; (2) effect a reverse stock split of the Company’s issued and outstanding shares of common stock and all classes of issued and outstanding preferred stock at an exchange ratio of one new share for every 2,000 old shares, with fractional shares of stock being rounded up to the nearest whole share. All share and per share amounts presented in these financial statements and footnotes for all periods presented have been retroactively restated to reflect the 1-for-2,000 reverse stock split.

 

On May 26, 2020, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to (1) change the Company’s name to Rivulet Media, Inc.; (2) increase the number of shares of common stock that the Company is authorized to issue from 100,000,000 shares to 200,000,000 shares, par value $0.0001 per share, with the number of shares of preferred stock that the Company is authorized to issue remaining unchanged at 20,000,000 shares, par value $0.0001 per share; and (3) eliminate the class of Non-Voting Preferred Stock, of which 200,000 shares, par value $1.00 per share, had been authorized, of which none were outstanding.

 

The Company forms special purpose subsidiaries to produce various programs and music projects.

 

In June 2020, the Company formed Borderline Productions LLC, an Arizona limited liability company, as a wholly-owned subsidiary of Rivulet Films, to produce a documentary film entitled “It’s Complicated” about the life of former Arizona Sheriff Joe Arpaio. Production activities commenced as of July 31, 2020.

 

In June 2020, the Company formed PBP Productions LLC, an Arizona limited liability company, as a wholly-owned subsidiary of Rivulet Films, to produce a feature film entitled “Please Baby Please”. Production activities commenced during September 2020.

8

 

In August 2020, the Company formed Mistress Movie, LLC, an Arizona limited liability company, as a wholly-owned subsidiary of Rivulet Films, to produce a feature film entitled “Mistress”. Production activities commenced during December 2020.

 

In October 2020, the Company formed Into the Black Productions LLC, an Arizona limited liability company, as wholly-owned subsidiary of Rivulet Films, to produce a documentary film entitled “Into the Black”. Production activities had not commenced as of January 31, 2021.

 

In February 2021, the Company formed Storyland Animation Studio, LLC, an Arizona limited liability company, as wholly-owned subsidiary of Rivulet Media, to produce a children’s television series entitled “Storyland”. Production activities commenced during February 2021.

 

Upon completion of a production, the Company expects to receive initial revenues from domestic and foreign distribution contracts.

 

Business

 

The Company is engaged in the production, distribution and marketing of feature-length films, television series and mini-series, and television movies, from initial creative development through principal photography, postproduction, distribution and ancillary sales.

 

The Company’s business activities are subject to significant risks and uncertainties, including the need for additional capital, as described below at “Going Concern”. The Company does not currently have positive cash flows from operations and is dependent on periodic infusions of capital to fund its operating requirements.

 

Going Concern

 

The Company’s consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has suffered losses from operations and negative operating cash flows since inception. During the six months ended January 31, 2021, the Company incurred a net loss of $1,000,403. The Company has financed its working capital requirements during this period primarily through the sale of its equity securities and the issuance of convertible debt. Accordingly, management has concluded that these matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

At January 31, 2021, the Company had limited cash resources available to fund its operations and will therefore need to raise additional funds in the short-term. The Company estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business activities to the point at which it can become commercially viable and self-sustaining. However, there can be no assurance that the Company will be successful in this regard.

 

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the period from February 11, 2020 (inception) through July 31, 2020, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and successfully implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

9

 

The development and expansion of the Company’s business is dependent on many factors, including the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that they will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company’s business operations to a level that is commercially viable and self-sustaining. There is also significant uncertainty as to the affect that the coronavirus pandemic may have on the availability, amount and type of financing in the future.

 

If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to any assets, or to discontinue its operations entirely.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation

 

The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).

 

Consolidation

 

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

 

The most significant estimates to be made by management in the preparation of the consolidated financial statements relate to revenues realized and costs incurred for films and television programs; valuing equity instruments issued; the realization of deferred tax assets; accruals for contingent liabilities; impairment assessments for investments in films and television programs, equity investments and intangible assets.

 

Film, Television Programs, and Music Production Costs

 

Film, television program, and music production costs are capitalized in accordance with Accounting Standards Codification 926, Entertainment - Films. Capitalized amounts are stated at the lower of cost, less accumulated amortization, or fair value. These costs represent capitalized costs for the production of films and other entertainment projects. In addition to the films, television programs and music that the Company may produce, costs of productions in development are capitalized as development costs and are transferred to production costs when the project is set for production. Films, television programs and music in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects, as well as amounts paid to musical artists. Projects in development are written off if they are determined not to be recoverable, and are evaluated for impairment at each reporting period.

 

Once a project is released to consumers, the capitalized costs are amortized on an individual project basis in the proportion that the current revenue for each project bears to the estimated remaining unrecognized revenue to be received from all sources for each project as of the beginning of the current fiscal year. Revenue and cost forecasts are periodically reviewed by management and revised when warranted.

10

 

The carrying value of film costs are reviewed for impairment each reporting period on a project-by-project basis. If events or changes in circumstance indicate that the fair value of the capitalized costs on a specific project is less than the carrying value, an impairment charge is recognized in the amount by which the unamortized costs exceed the project’s fair value.

 

The Company has not completed any projects as of January 31, 2021 and has not recognized any impairment charges.

 

Revenue Recognition

 

Film and Television Program Revenues

 

The Company’s film and television program business is expected to generate revenues principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international market places.

 

Revenue will be recognized upon transfer of control of promised services or goods to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services or goods. Revenues do not include taxes collected from customers on behalf of taxing authorities, such as sales tax and value-added tax.

 

Revenues from the licensing of film and television content and the sales and licensing of music will be recognized when the content has been delivered and the license period has begun, as discussed above. Revenues from the licensing of symbolic intellectual property (i.e., licenses of motion pictures or television characters, brands, storylines, themes or logos) will be recognized over the corresponding license term. Commissions will be recognized as such services are provided.

 

Licensing Arrangements. The Company’s content licensing arrangements are expected to include fixed fee and minimum guarantee arrangements, and sales or usage-based royalties.

 

Fixed Fee or Minimum Guarantees.

 

The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows) with a substantive period in between the windows, rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) will be recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content.

 

Sales or Usage Based Royalties.

 

Sales or usage based royalties will represent amounts due to the Company based on the “sale” or “usage” of the Company’s content by the customer, and revenues which will be recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated and has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. When the Company licenses intellectual property that does not have stand-alone functionality (e.g., brands, themes, logos, etc.), its performance obligation will generally be satisfied in the same period as the sale or usage. The actual amounts due to the Company under these arrangements will generally not be reported to the Company until after the close of the reporting period. The Company will record revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates will be based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets, and/or data available in the industry.

11

 

Revenues by Market or Product Line.

 

The following describes the revenues expected to be generated by market or product line.

 

Theatrical. Theatrical revenues are derived from the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis. Revenue from the theatrical release of feature films are treated as sales or usage- based royalties, are recognized as revenue starting at the exhibition date and are based on the Company’s participation in box office receipts of the theatrical exhibitor.

 

Home Entertainment. Home entertainment consists of Digital Media and Packaged Media.

 

Digital Media. Digital media will include digital transaction revenue sharing arrangements (pay-per-view and video-on-demand platforms, electronic sell through (“EST”), and digital rental) and licenses of content to digital platforms for a fixed fee.

 

Digital Transaction Revenue Sharing Arrangements: Will represent primarily revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, the Company shares in the rental or sales revenues generated by the platform on a title-by-title basis. These digital media platforms generate revenue from rental and EST arrangements, such as download-to-own, download-to-rent, and video-on-demand. These revenue sharing arrangements are recognized as sales or usage-based royalties based on the performance of these platforms and pursuant to the terms of the contract, as discussed above.

 

Licenses of Content to Digital Platforms: Will represent primarily the licensing of content to subscription-video-on-demand (“SVOD”) or other digital platforms for a fixed fee. As discussed above, revenues are recognized when the content has been delivered and the window for the exploitation right in that territory has begun.

 

Packaged Media: Packaged media revenues will represent the sale of motion pictures and television shows (produced or acquired) on physical discs (DVD’s, Blu-ray, 4K Ultra HD, referred to as “Packaged Media”) in the retail market. Revenues are recognized, net of an allowance for estimated returns and other allowances, on the later of receipt by the customer or “street date” (when it is available for sale by the customer).

 

Television: Television revenues will be derived from the licensing to domestic markets (linear pay, basic cable, free television markets, syndication) of motion pictures (including theatrical productions and acquired films) and scripted and unscripted television series, television movies, mini-series, and non-fiction programming. Television revenues will include fixed fee arrangements, as well as arrangements in which the Company will earn advertising revenue from the exploitation of certain content on television networks. Television will also include revenue from licenses to SVOD platforms in which the initial license of a television series is to an SVOD platform. Revenues associated with a title, right, or window from television licensing arrangements will be recognized when the feature film or television program is delivered (on an episodic basis for television product) and the window for the exploitation right has begun.

 

International: International revenues will be derived from (1) licensing of the Company’s productions, acquired films, catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis; (2) the direct distribution of the Company’s productions, acquired films, and the Company’s catalog product and libraries of acquired titles; and (3) licensing to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming. License fees and minimum guarantee amounts associated with title, window, media or territory, will be recognized when access to the feature film or television program has been granted or delivery has occurred, as required under the contract, and the right to exploit the feature film or television program in that window, media or territory has commenced. Revenues will also be generated from sales or usage-based royalties received from international distributors based on their distribution performance pursuant to the terms of the contracts after the recoupment of certain costs in some cases, and the initial minimum guarantee, if any, and are recognized when the sale by the Company’s customer generating a royalty due to the Company has occurred.

 

Other: Other revenues will be derived from the licensing of the Company’s film and television and related content (games, music, location-based entertainment royalties, etc.) to other ancillary markets and from commissions earned and executive producer fees related to talent management.

12

 

Deferred Revenue

 

Deferred revenue is expected to relate primarily to customer cash advances or deposits received prior to when the Company satisfies the corresponding performance obligation.

 

Payment terms are expected to vary by location and type of customer and the nature of the licensing arrangement, however, other than multi-year license arrangements; payments will generally be due within 60 days after revenue is recognized. For certain multi-year licensing arrangements, primarily in the television, digital media, and international markets, payments may be due over a longer period. When the Company expects the period between fulfillment of the Company’s performance obligation and the receipt of payment to be greater than a year, a significant financing component will be present. In these cases, such payments will be discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The significant financing component will be recorded as a reduction to revenue and accounts receivable initially, with such accounts receivable discount amortized to interest income over the period to receipt of payment. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less.

 

In other cases, customer payments may be made in advance of when the Company fulfills its performance obligation and recognizes revenue. This may primarily occur under television production contracts, in which payments may be received as the production progresses, international motion picture contracts, where a portion of the payments are received prior to the completion of the movie and prior to license rights start dates, and pay television contracts with multiple windows with a portion of the revenues deferred until the subsequent exploitation windows commence. These arrangements will not contain significant financing components because the reason for the payment structure is not for the provision of financing to the Company, but rather to mitigate the Company’s risk of customer non-performance and incentivize the customer to exploit the Company’s content.

 

Cash

 

The Company maintains its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice.

 

Investment in Marketable Securities

 

The Company’s investment in marketable securities consists primarily of corporate equities with a quoted market price that are classified as trading securities. Marketable securities are stated at fair value as determined by the closing price of each security at each balance sheet date. Unrealized gains and losses on these securities are included in operations for the applicable period.

 

Concentration of Risk

 

The Company may periodically contract with consultants and vendors to provide services related to the Company’s business activities. Agreements for these services may be for a specific time period or for a specific project or task.

 

Costs and expenses incurred that represented 10% or more of costs for the three months ended January 31, 2021 consist of legal fees of $90,142 incurred with the Company’s corporate law firm, which represented 17% of total general and administrative costs for such period, and an area standards agreement of $63,738 incurred with the Company’s IATSE union liaison, which represented 12% of total general and administrative costs for such period

 

Costs and expenses incurred that represented 10% or more of costs for the six months ended January 31, 2021 consist of legal fees of $147,287 incurred with the Company’s corporate law firm, which represented 15% of total general and administrative costs for such period, audit fees of $92,665 incurred with the Company corporate audit firm, which represented 9% of total general and administrative cost for such period, and an area standards agreement of $63,738 incurred with the Company’s IATSE union liaison, which represented 6% of total general and administrative costs for such period.

13

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

The Company’s wholly-owned subsidiary, Rivulet Films, converted from a pass-through limited liability corporation to a “C” corporation effective April 13, 2020.

 

As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the respective taxing authorities.

 

The Company had no unrecognized tax benefits as of January 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of January 31, 2021, the Company had no uncertain tax positions, and will continue to evaluate for uncertain tax positions in subsequent periods. In future periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

Stock-Based Compensation

 

The Company periodically issues common stock and stock options to officers, directors, employees, contractors and consultants for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period.

 

The Company accounts for stock-based payments to officers, directors, employees, contractors and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense over the period during which the individual is required to perform services in exchange for the award, which is generally over the vesting period of the award.

 

The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility is based on the historical volatility of the Company’s common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock on the grant date.

 

The Company recognizes the fair value of stock-based compensation awards in in the Company’s consolidated statements of operations. Through January 31, 2021, stock-based compensation costs have been included in general and administrative costs. The Company issues new shares of common stock to satisfy stock option exercises.

14

 

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

 

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

 

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

 

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

 

The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end.

 

The Company’s financial instruments include investment in marketable securities, prepaid expenses, deposits, accounts payable, accrued expenses, and due to related parties. The estimated fair value of these instruments approximates their respective carrying amounts due to the short-term nature of these instruments.

 

Earnings (Loss) Per Share

 

The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because convertible debt and stock options outstanding were anti-dilutive.

 

At January 31, 2021, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 

Convertible promissory note  101,877 
Common stock subscription receivable  9,652,000 
Common stock options  9,000,000 
Total  18,753,877 

 

Weighted average common shares outstanding has been retroactively restated for all periods presented to reflect the accounting effect of the 2020 Reverse Acquisition Transaction (see Note 1).

15

 

Property and Equipment

 

Property and equipment will be recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment will be included in income and expense when realized. Depreciation of property and equipment will be provided using the straight-line method over an estimated useful life of three years. The Company will recognize depreciation of property and equipment in the Company’s consolidated statement of operations.

 

Leases

 

Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”) requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis. ASU 2016-02 excludes short-term operating leases with a lease term of 12 months or less at the commencement date, and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. The Company did not have any leases within the scope of ASU 2016-02 at January 31, 2021.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivable. ASU 2016-13 will replace the current “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. Management has not yet evaluated the effect that the adoption of ASU 2016-13 will have on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption.

 

In March 2019, the FASB issued ASU 2019-02, Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters— Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials (“ASU 2019-02”). ASU 2019-02 aligns the accounting for production costs of an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization. Accordingly, the capitalization of production costs for episodic television series is no longer constrained until persuasive evidence of secondary market revenues exists. This new guidance also updates certain presentation and disclosure requirements for capitalized film and television costs and requires impairment testing to be performed at a group level for capitalized film and television costs when the content is predominantly monetized with other owned or licensed content. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements. In addition, under previous guidance, film and television programs accounted for under the broadcasting accounting standard were carried on the balance sheet at the lower of cost or net realizable value. This new guidance requires that an entity test a film or television program for impairment, when impairment indicators are present, at a film group level when the film or license agreement is predominantly monetized with other films and/or license agreements. The impairment would be measured as the difference between the carrying value of the film group and its fair value rather than its net realizable value. This new guidance requires that an entity provide new disclosures about content that is either produced or licensed, and classify cash flows for licensed content as cash flows from operating activities in the statement of cash flows. ASU 2019-02 was effective for the Company’s fiscal year beginning August 1, 2020, and was required to be adopted on a prospective basis. The adoption of ASU 2019-02 did not have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption. The Company will continue to present all project development costs, including capitalized costs of acquired programming rights, as non-current assets in its consolidated balance sheet.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 is effective for interim and annual reporting periods beginning after December 15, 2020. The adoption of ASU 2019-12 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption.

16

 

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the effect that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

3. CHANGE IN CONTROL AND REVERSE ACQUISITION TRANSACTIONS

 

The change in control transaction effective March 26, 2020 and the reverse acquisition transaction effective April 13, 2020 are described at Note 1.

 

A summary of the current assets acquired from Bio-Matrix and the stockholders’ equity accounts adjusted as a result of the reverse acquisition transaction effective as of April 13, 2020 is presented below. There were no liabilities assumed in conjunction with the reverse acquisition transaction. In conjunction with the change in control transaction, all current liabilities of Bio-Matrix, including accounts payable and notes payable to related and unrelated parties, plus accrued interest, aggregating $141,936, were paid by the Buyers through a contribution to capital to Bio-Matrix prior to the closing of the reverse acquisition transaction, which became effective on April 13, 2020. All amounts recorded were at historical (predecessor) cost basis.

 

Current assets acquired:    
Cash $572 
Investment in marketable securities  8,797 
Total current assets $9,369 
     
Adjustment to stockholders’ deficiency:    
Preferred stock (1,434 shares issued) $202 
Series B preferred stock (1,347 shares issued)  72 
Common stock (7,810,996 shares issued)  781 
Additional paid-in capital  8,314 
Shares issued in reverse acquisition transaction $9,369 

 

4. INVESTMENT IN MARKETABLE SECURITIES

 

On April 13, 2020, in conjunction with the reverse acquisition (see Notes 1 and 3), the Company recorded an initial investment in marketable securities as presented below.

 

The Company’s investment in marketable securities consists primarily of corporate equities with a quoted market price that are classified as trading securities at January 31, 2021 and July 31, 2020. Marketable securities are stated at fair value as determined by the closing price of each security at each balance sheet date. Unrealized gains and losses on these securities are included in operations for the applicable period.

 

           Change in 
           Fair Value 
           For the 
  Number        Six Months 
  of  Fair Value at  Ended 
  Shares  July 31, 2020  January 31, 2021  January 31, 2021 
Common Shares of Entest Group, Inc. (ENTI)  66,667  $260  $593  $333 
Common Shares of Regen Biopharma, Inc. (RGBP)  29,076,665   5,814   29,076   23,262 
Series A Preferred Shares of Regen Biopharma, Inc. (RGBPP)  2,907,666   4,362   12,939   8,577 
Total     $10,436  $42,608  $32,172 

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5. INTELLECTUAL PROPERTY

 

At July 31, 2020, intellectual property consisted of rights for various program and property rights. The agreements underlying these rights were entered into with related parties during February 2020. The Company issued 62,531,965 shares of common stock in exchange for such rights. As such rights were acquired from related parties, the Company recorded such rights at their historical (predecessor) cost basis reflecting an aggregate value of $300.

 

6. ARPAIO LIFE STORY RIGHTS AGREEMENT

 

On May 20, 2020, the Company and Joseph M. Arpaio (“Arpaio”), who served as the 36th Sheriff of Maricopa County, Arizona for 24 years (from 1993 to 2017), entered into a Life Story Rights Agreement (the “Arpaio Agreement”), pursuant to which the Company was granted an exclusive option to acquire the motion picture, television, home-video, allied, subsidiary, and ancillary rights to Arpaio’s life story, including his name, likeness, and biography. The rights to be granted upon exercise of the option include the right to write, produce, distribute, advertise, publicize, and record soundtracks for one or more motion pictures, including remakes and sequels. The option period extends for 12 months, with a 12-month extension at the Company’s option. Prior to exercise of the option, the Company may prepare screenplays and budgets, and engage in other customary development and pre-production activities.

 

Arpaio was entitled to a consulting fee of $10,000 due within 10 days of the earlier of exercise of the option or commencement of principal photography of the first motion picture produced under the Arpaio Agreement, which has been accrued at January 31, 2021 and recorded as an addition to project development costs. Additionally, as consideration for the rights granted under the Arpaio Agreement, Arpaio will be entitled to compensation of $20,000 for each 30 minutes that the motion picture(s) is/are expected to run (payable pro-rata at $675 per minute), payable upon the earlier of exercise of the option or commencement of principal photography of the first motion picture produced under the Arpaio Agreement. Pursuant to an amendment to the Arpaio Agreement dated June 1, 2020, Arpaio will be entitled to compensation for a 3-season series POD CAST at the rate of $2,000 per episode and 25% of the net profits.

 

7. PROJECT DEVELOPMENT COSTS

 

At January 31, 2021, the Company had one documentary film in development related to the Arpaio Agreement (see Note 6) and two feature films in development.

 

  Production       
     “Please          
  “It’s  Baby          
  Complicated”  Please”  “Mistress”  Interest  Total 
                
Balance, July 31, 2020 $134,413  $  $  $  $134,413 
Additions  3,518   738,480   7,037   3,236   752,271 
Transferred to production costs               
Charged to operations               
Balance, October 31, 2020  137,931   738,480   7,037   3,236   886,684 
Additions  20,154   1,240,919   874,669   24,208   2,159,950 
Transferred to production costs               
Charged to operations               
Balance, January 31, 2021 $158,085  $1,979,399  $881,706  $27,444  $3,046,634 

 

During the three months and six months ended January 31, 2021, the Company paid producer fees to an officer of the Company aggregating $0 and $25,000, respectively, which are accounted for as project development costs in the accompanying consolidated balance sheet at January 31, 2021.

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8. PROMISSORY NOTES PAYABLE

 

SHORT-TERM NOTES PAYABLE

 

On June 9, 2020, the Company issued a short-term unsecured convertible promissory note in the amount of $25,000, with interest at 12% interest per annum and maturing on September 7, 2020. The unsecured convertible promissory note was convertible into shares of common stock of the Company at $0.20 per share, which was in excess of the closing market price of the Company’s common stock on June 9, 2020 of $0.07 per share. On August 31, 2020, the principal balance of the unsecured convertible promissory note of $25,000, plus accrued interest payable of $682, was repaid through conversion into 128,410 shares of common stock.

 

On October 29, 2020, the Company issued a short-term unsecured promissory note to Daniel Crosser, who is an approximate 13% shareholder of the Company, in the amount of $100,000, with interest at 10% per annum. The note matures on April 29, 2021, with the principal balance outstanding, plus accrued but unpaid interest, being due and payable on the maturity date. As of January 31, 2021, accrued interest related to the unsecured promissory note was $2,611.

 

On November 10, 2020, the Company issued a short-term unsecured promissory note to Daniel Crosser, who is an approximate 13% shareholder of the Company, in the amount of $200,000, with interest at 5% per annum. The note was scheduled to mature on February 8, 2021, with the principal balance outstanding, plus accrued but unpaid interest, being due and payable on the maturity date. As of January 31, 2021, accrued interest related to the unsecured promissory note was $2,236. On February 8, 2021, the maturity date of this note was extended to June 30, 2021.

 

On December 10, 2020, the Company issued a short-term unsecured promissory note to Daniel Crosser, who is an approximate 13% shareholder of the Company, in the amount of $160,000, with interest at 5% per annum. The proceeds under this promissory note were received by the Company in November 2020. The note was scheduled to mature on March 10, 2021, with the principal balance outstanding, plus accrued but unpaid interest, being due and payable on the maturity date. As of January 31, 2021, accrued interest related to the unsecured promissory note was $1,518. On February 26, 2021, the maturity date of this note was extended to June 30, 2021.

 

On December 21, 2020, the Company issued a short-term promissory note to Daniel Crosser, who is an approximate 13% shareholder of the Company, in the amount of $40,000, without interest, with a scheduled maturity date of January 31, 2021. On January 31, 2021, the maturity date of this note was extended to June 30, 2021.

 

On December 23, 2020, the Company issued a short-term promissory note to John Morgan, an officer of the Company, in the amount of $20,000, without interest. The note was repaid on January 7, 2020.

 

Between December 15, 2020 and December 26, 2020, the Company’s subsidiary Mistress Movie LLC issued six short-term promissory notes to Cross Entertainment, LLC, a related party, aggregating $170,000, without interest, with a scheduled maturity date of February 28, 2021. As of January 31, 2021, $60,000 had been repaid and the remaining principal amount of $110,000 was due on these notes. On February 26, 2021, the maturity date of the $110,000 principal amount of the notes were extended to June 30, 2021.

 

On December 26, 2020, the Company issued a short-term promissory note to Cross Entertainment, LLC, a related party, in the amount of $110,000, without interest, with a scheduled maturity date of June 30, 2021. The Company received proceeds of $10,000 on this note through January 31, 2021. On January 31, 2021, the balance of the January 7, 2021 note of $85,000 was transferred to this note. As of January 31, 2021, a principal amount of $95,000 was due on this note.

 

On January 5, 2020, the Company issued a short-term promissory note to Lawrence M. Silver, who is an approximate 9% shareholder of the Company, in the amount of $70,000, without interest, with a scheduled maturity date of January 31, 2021. On January 31, 2021, the maturity date of this note was extended to June 30, 2021.

 

On January 7, 2021, the Company issued a short-term promissory note to Cross Entertainment, LLC, a related party, in the amount of $145,000, without interest, with a scheduled maturity date of January 31, 2021. Proceeds on this note were $145,000, of which $60,000 was repaid and the balance of $85,000 was transferred to the December 26, 2020 note as described above. As of January 31, 2021, there was no amounts due and payable on this note.

 

On January 29, 2021, the Company issued a short-term promissory note to Cross Entertainment, LLC, a related party, in the amount of $85,000, without interest, with a scheduled maturity date of February 28, 2021. As of January 31, 2021, principal of $85,000 was due on this note. On February 26, 2021, the maturity date of this note was extended to June 30, 2021.

19

 

LONG-TERM NOTES PAYABLE

 

On September 16, 2020, the Company issued a two-year unsecured convertible promissory note payable in the amount of $100,000, with interest at 5% per annum and maturing on September 15, 2022. The note was originally convertible into shares of common stock of the Company at $0.80 per share, which was above the closing market price of the Company’s common stock of $0.26 per share on September 16, 2020.

 

This note was amended on December 15, 2020 to make it convertible into shares of common stock of the Company at $0.40 per share, which was below the closing market price of the Company’s common stock of $0.59 per share on December 15, 2020.

 

As a result of the December 15, 2020 amendment to this convertible promissory note payable, the Company recognized a beneficial conversion feature on such date to recognize the difference between the closing market price of the common stock and the amended conversion price, which resulted in the Company recording a discount on debt aggregating $48,010. This debt discount is being presented as a reduction to the carrying amount of the related convertible promissory note payable in the consolidated balance sheet and is being amortized to operations as interest expense from December 15, 2020 through September 16, 2022, the maturity date of the note. For the three months and six months ended January 31, 2021, debt discount charged to operations as interest expense was $3,430, which resulted in unamortized debt discount of $44,580 at January 31, 2021.

 

If the closing price of the Company’s common stock reaches $0.60 per share or greater (decreased from $1.20 per share as part of the December 15, 2020 amendment to the note), the outstanding principal and all accrued interest on this note shall automatically convert into common stock at the specified conversion rate. As of January 31, 2021, accrued interest payable related to the unsecured convertible promissory note payable was $1,877.

 

On October 26, 2020, Rivulet Films, Inc., a wholly-owned subsidiary of the Company (“Rivulet Films”), issued a multiple advance promissory note (the “Note”) to Lawrence Silver, an approximate 11% shareholder of the Company, in the amount of up to $1,000,000, with interest at 10% per annum. The Note matures on October 6, 2022, with the principal balance outstanding, plus accrued but unpaid interest, being due and payable on the maturity date. The Note is secured by a first lien security interest on all of the assets of Rivulet Films (including its equity interest in PBP Productions LLC), personal guarantees of the Company’s officers, Michael Witherill and Aaron Klusman, and a corporate guarantee of the Company. Rivulet Films is required to use borrowings under the Note primarily to pay production costs associated with the movie production currently entitled “Please Baby Please”. Borrowings under this Note may be repaid at any time and reborrowed until the maturity date. Rivulet Films is required to apply any other funds received by it for the purpose of film financing and then any excess proceeds to pay any principal and interest owing under this Note. As of January 31, 2021, principal borrowings outstanding under the Note were $1,000,000, and related accrued interest was $27,444, which has been capitalized as project development cost (see Note 7).

 

9. STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

Preferred Stock

 

The Company is authorized to issue a total of 20,000,000 shares of preferred stock, par value $0.0001 per share.

 

In conjunction with the reverse acquisition transaction (see Note 1), the Company recorded issued and outstanding preferred stock of Bio-Matrix consisting of 1,434 shares of Preferred Stock with a carrying value of $202 and 1,347 shares of Series B Preferred Stock with a carrying value of $72.

 

The class of Non-Voting Preferred Stock, of which 200,000 shares, par value $1.00 per share, had been authorized, of which none were outstanding, were eliminated effective May 26, 2020.

20

 

Common Stock

 

The Company is authorized to issue a total of 200,000,000 shares of common stock, par value $0.0001 per share.

 

During the period from February 11, 2020 (inception) through March 31, 2020, Rivulet Films entered into four common stock subscription agreements aggregating $700,000. Three of the subscriptions receivable aggregating $150,000 for 5,023,800 shares of common stock were paid in April 2020. The remaining $550,000 of subscriptions receivable from Blue Scout Enterprises LLC (“Blue Scout”), a related party, to purchase 11,000,000 shares of common stock was presented as a reduction to stockholders’ deficiency in the accompanying consolidated balance sheet at July 31, 2020.

 

The $550,000 subscription receivable from Blue Scout dated February 11, 2020 for 11,000,000 shares of common stock is unsecured and provides for interest at 2% per annum, with interest and principal due on March 7, 2023. Interest income is being recognized on a cash basis as and when received by the Company. Interest income as of January 31, 2021 that had not been recognized by the Company was $10,186.

 

On August 24, 2020, a principal payment of $17,400 was received with respect to the $550,000 common stock subscription receivable, as a result of which 348,000 shares of common stock were issued.

 

On September 2, 2020, a principal payment of $20,000 was received with respect to the $550,000 common stock subscription receivable, as a result of which 400,000 shares of common stock were issued.

 

On September 16, 2020, a principal payment of $30,000 was received with respect to the $550,000 common stock subscription receivable, as a result of which 600,000 shares of common stock were issued.

 

On October 14, 2020, Blue Scout entered into assignment agreements with its respective LLC members to distribute such equity interests through note agreements secured by the underlying common shares, based on the original purchase price of $0.05 per share. As a result of this distribution of equity interests in the subscription receivable, a director of the Company and an employee of the Company received 1,000,000 shares and 400,000 shares, respectively.

 

 On August 13, 2020, the Company sold 2,000,000 shares of common stock to an existing note holder and shareholder at $0.05 per share for total proceeds of $100,000.

 

On August 26, 2020, the Company sold 1,200,000 shares of common stock to an existing note holder and shareholder at $0.05 per share for total proceeds of $60,000.

 

On September 30, 2020, the Company sold 1,000,000 shares of common stock to an existing note holder and shareholder at $0.05 per share for total proceeds of $50,000.

 

On September 30, 2020, the Company sold 1,000,000 shares of common stock to an unrelated party at $0.05 per share for total proceeds of $50,000.

 

On October 8, 2020, the Company sold 2,000,000 shares of common stock to an existing note holder and shareholder at $0.05 per share for total proceeds of $100,000.

 

On October 13, 2020, the Company sold 1,000,000 shares of common stock to an existing note holder and shareholder at $0.05 per share for total proceeds of $50,000.

 

On October 15, 2020, the Company sold 5,000,000 shares of common stock to an existing note holder and shareholder at $0.05 per share for total proceeds of $250,000.

 

On November 26, 2020, the Company sold 1,000,000 shares of common stock to a convertible promissory note holder at $0.10 per share for total proceeds of $100,000.

 

On November 30, 2020, the Company sold an aggregate of 2,200,000 shares of common stock to two existing note holders and shareholders at $0.10 per share for total proceeds of $220,000.

 

On December 3, 2020, the Company entered into a Subscription Agreement to sell 4,800,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $480,000 which was received by the Company in late November and early December 2020.

21

 

On December 22, 2020, the Company sold 250,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $25,000.

 

On January 21, 2021, the Company sold 2,000,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $200,000.

 

On January 29, 2021, the Company sold 1,000,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $100,000.

 

Additional information with respect to shares of common stock issued is provided at Notes 1 and 5.

 

10. STOCK-BASED COMPENSATION

 

On May 26, 2020, the Board of Directors of the Company approved and adopted the 2020 Equity Incentive Plan, with an aggregate of 16,000,000 shares issuable under the plan, with a ten-year expiration, and providing that options for no more than 10,000,000 shares be granted as Incentive Stock Options. As of January 31, 2021, stock options for 9,000,000 shares of common stock had been granted.

 

For stock options issued during the six months ended January 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model utilizing the following assumptions:

 

Risk-free interest rate  0.34%
Expected dividend yield  0%
Expected volatility  37.85%
Expected life   5 years 

 

Stock-based compensation cost for the three months and six months ended January 31, 2021 was $22,239 and $44,478, respectively, and was recorded in general and administrative costs in the accompanying statements of operations.

 

A summary of stock option activity during the six months ended January 31, 2021 is presented below.

 

  Number of
Shares
  Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual
Life (in Years)
 
Stock options outstanding at July 31, 2020  9,000,000  $0.10     
Granted  9,000,000   0.10     
Exercised          
Expired          
Stock options outstanding at January 31, 2021  9,000,000  $0.10   10.00 
             
Stock options exercisable at January 31, 2021  5,000,000  $0.10   10.00 

 

Total deferred compensation expense for the outstanding value of unvested stock options was approximately $72,300 as of January 31, 2021, which will be recognized subsequent to January 31, 2021 over a weighted-average period of approximately 1.5 years.

 

The intrinsic value of exercisable but unexercised in-the-money stock options at January 31, 2021 was approximately $1,900,000 based on a fair market value of $0.48 per share on January 31, 2021.

 

The Company expects to satisfy such stock obligations through the issuance of authorized but unissued shares of common stock.

22

 

11. RELATED PARTY TRANSACTIONS

 

During the three months and six months ended January 31, 2021, the Company paid producer fees to an officer totaling $0 and $25,000, respectively, which were accounted for as project development costs in the accompanying consolidated balance sheet at January 31, 2021 (see Note 8).

 

Information with respect to the issuance of promissory notes to related parties is provided at Note 8. Information with respect to the collection of common stock subscriptions receivable from related parties is provided at Note 9.

 

Information with respect to employee compensation is provided at Note 12.

 

12. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

On May 1, 2020, the Company entered into a short-term lease agreement with an unrelated party for office space in Gilbert, Arizona through December 31, 2020 at the rate of approximately $800 per month. On January 1, 2021, the Company renewed the short-term lease agreement for three months through March 31, 2021. During the three months and six months ended January 31, 2021, the Company charged $2,448 and $4,896, respectively, to general and administrative costs with respect to this lease agreement.

 

On February 3, 2021, the Company entered into a short-term lease agreement for 2,716 square feet of office. The lease is month-to-month. Through March 12, 2021 the cost is $5,000 per month, at which time the cost increases to $8,148 per month.

 

Employment Agreements

 

On May 27, 2020, the Company, and Paris Film, Inc. and Rob Paris (together, “Paris”) entered into an Employment Agreement (the “Paris Agreement”), pursuant which the Company agreed to employ Paris in the position of President of Rivulet Films, a subsidiary of the Company. The employment of Paris began on June 1, 2020, for a guaranteed term of six months, following which time the employment relationship may be terminated with or without good cause or for any reason or no reason by either the Paris or the Company.

 

Paris was paid $10,000 per month commencing June 1, 2020 through November 30, 2020, which was guaranteed by the Company. Additionally, upon execution of the Paris Agreement, the Company issued stock options to purchase 9,000,000 shares of common stock at an exercise price of $0.10 per share, which was the fair market value of the Company’s common stock on such date, of which options for 5,000,000 shares vested on May 27, 2020, options for 2,000,000 shares will vest on June 1, 2021, and the remaining options for 2,000,000 shares will vest on June 1, 2022. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $300,227 ($0.03336 per share), of which $166,793 was attributable to the stock options fully-vested on May 27, 2020 and was therefore was charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from May 27, 2020 through June 1, 2022.

 

During the three months and six months ended January 31, 2021, the Company recorded a charge to operations of $22,239 and $44,478, respectively, with respect to stock options issued pursuant to the Paris Agreement. Paris also has the right to participate in all equity stock option plans and programs established for employees by Rivulet Films in all aspects and benefits to that of any other similarly situated C-suite employee of Rivulet Films, including its Chief Executive Officer. Rivulet Films will also provide Paris with other benefits, such as bonuses, perk packages, preferred stock positions, box office bonuses, and back-end/contingent compensation made generally available to similarly situated employees, including its Chief Executive Officer. Paris will be attached as producer, subject to a separate producer agreement to be negotiated, to all projects sourced by Paris during the term of his employment. The Paris Agreement subjects Paris to certain restrictive covenants and a standard confidentiality provision. During the three months and six months ended January 31, 2021, the Company recorded a charge to operations of $30,000 and $60,000, respectively, with respect to the cash portion of the Paris Agreement, which was charged to general and administrative costs. The Paris Agreement was amended effective March 1, 2021 to increase Paris’ salary to $15,000 per month.

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In connection with the employment, to the extent controlled by Paris and so long as Paris remains attached to each project in perpetuity, Paris grants to Rivulet Films a right of first refusal to all rights, title, and interest to the film projects known as “Please Baby Please” and “Acolyte”, as well as to all other film, story, or other production concepts which Paris creates, develops, or otherwise originates during the term of employment and not passed on by Rivulet Films.

 

On August 12, 2020, the Company, and Michael J. Witherill entered into an Employment Agreement with respect to his positions as President, Chief Financial Officer, Principal Accounting Officer, and a member of the Board of Directors of the Company. Mr. Witherill is to devote his full time and attention to his duties, and receives an annual salary of $360,000, payable in accordance with the Company’s standard payroll practices, provided that such amount may be deferred as determined by Mr. Witherill or the Board of Directors as needed to cover other Company expenses, and provided further that Mr. Witherill is permitted to serve as a director of not-for-profit and for-profit businesses that do not compete with the Company. The Employment Agreement was amended on January 26, 2021 to additionally allow Mr. Witherill to serve as an officer and director of Chee Corp. During the three months and six months ended January 31, 2021, the Company recorded a charge to operations of $90,000 and $180,000, respectively, with respect to this Employment Agreement, which was charged to general and administrative costs.

 

On August 14, 2020, the Company and Aaron Klusman entered into an Employment Agreement with respect to his positions as Chief Executive Officer and a member of the Board of Directors of the Company. Mr. Klusman is to devote as much time and attention to his duties as is necessary, and receives an annual salary of $360,000, payable in accordance with the Company’s standard payroll practices, provided that such amount may be deferred as determined by Mr. Klusman or the Board of Directors as needed to cover other Company expenses, and provided further that Mr. Klusman is permitted to purchase, sell, oversee, manage, and develop real estate properties and projects; and serve as a director of not for profit and for profit businesses that do not compete with the Company. During the three months and six months ended January 31, 2021, the Company recorded a charge to operations of $90,000 and $180,000, respectively, with respect to this Employment Agreement, which was charged to general and administrative costs.

 

Both Mr. Witherill and Mr. Klusman (together, the “Executives”) are eligible for a quarterly and an annual discretionary bonus as periodically established by the Board of Directors based upon metrics that will be established by the Board of Directors in its sole discretion. The Executives are also eligible to participate in and receive stock options under the Company’s 2020 Equity Incentive Plan. These Employment Agreements provide that notwithstanding anything to the contrary in the Company’s existing or future incentive plans or any award agreement, upon a Change of Control, as defined in the Employment Agreements, all of the Executives’ outstanding unvested equity-based awards shall, at their option, vest and become immediately exercisable and unrestricted.

 

The employment of the Executives under the Employment Agreements commenced effective April 1, 2020, and will continue for two years, subject to successive one-year renewals. Each Executive is an “at-will” employee. Either the Executive or the Company may terminate his employment with or without cause, for any reason or no reason, and at any time. The Executives are each subject to standard confidentiality provisions and a non-compete, non-solicitation covenant for a one-year period following termination of employment.

 

Legal Matters

 

The Company may, from time to time, be involved in legal proceedings, regulatory actions, claims and litigation arising in the ordinary course of business, which are not expected to have a material adverse effect upon the Company’s financial statements. As of January 31, 2021, the Company was not a party to any pending or threatened legal proceedings.

 

Impact of Novel Coronavirus (COVID-19) on the Company’s Business Operations

 

The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company’s business in the future. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

24

 

The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

 

There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future.

 

13. INCOME TAXES

 

During the three months and six months ended January 31, 2021, the Company did not provide any provision for income taxes, as the Company incurred losses during such periods. Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded a full valuation allowance against its deferred tax assets as the Company believes it is more likely than not that the deferred tax assets will not be realized.

 

14. SUBSEQUENT EVENTS

 

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements, other than those as described below.

 

Sale of Common Stock

 

On February 24, 2021, the Company sold 1,000,000 shares of common stock to an existing shareholder at $0.10 per share for total proceeds of $100,000.

 

On February 26, 2021, the Company sold 500,000 shares of common stock to an existing shareholder at $0.10 per share for total proceeds of $50,000.

 

On March 11, 2021, the Company sold 3,000,000 shares of common stock to an existing shareholder at $0.10 per share for total proceeds of $300,000.

 

Issuance of Promissory Notes

 

On February 11, 2021, the Company issued a short-term promissory note to Lawrence M. Silver, who is an approximate 9% shareholder of the Company, in the amount of $100,000, without interest, with a scheduled maturity date of June 30, 2021.

 

Increase in Compensation Arrangement

 

Effective March 1, 2021, the compensation under the Paris Agreement was increased from $10,000 to $15,000 per month (see Note 12).

25

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q of Rivulet Media, Inc. (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These might include forward-looking statements regarding the Company’s financial position, strategy and other plans and objectives for future operations, including assumptions and predictions related thereto. These statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “potential(ly)”, “continue”, “forecast”, “predict”, “plan”, “may”, “will”, “could”, “would”, “should”, “expect” or the negative of such terms or other comparable terminology. The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. These forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected, anticipated or implied in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, available cash resources, competition from other similar businesses, changes in the entertainment and media industry, and market and general economic factors. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020, including the section entitled “Item 1A. Risk Factors”. The Company does not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

 

Overview

 

The Company is engaged in the production, distribution and marketing of feature-length films, television series and mini-series, and television movies, from initial creative development through principal photography, postproduction, distribution and ancillary sales, as well as the music production and distribution industry.

 

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described below at “Going Concern”. The Company does not currently have positive cash flows from operations and is dependent on periodic infusions of capital to fund its operating requirements.

 

At July 31, 2020, the Company, through its subsidiary Borderline Productions LLC, had commenced production of a documentary film related to the life of former Arizona Sheriff Joe Arpaio entitled “It’s Complicated”. During the three months ended October 31, 2020, the Company, through its subsidiary PBP Productions LLC, commenced the filming of its first film production, “Please Baby Please”. In December 2020, the Company, through its subsidiary Mistress Movie, LLC, commenced the filming of its second film production, “Mistress”. These films are now in post-production. Upon completion of a production, the Company expects to receive initial revenues from domestic and foreign distribution contracts. At January 31, 2021 and July 31, 2020, project development costs aggregated $3,046,634 and $134,413, respectively.

 

Going Concern

 

The Company’s consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has suffered losses from operations and negative operating cash flows since inception. During the six months ended January 31, 2021, the Company incurred a net loss of $1,000,403 The Company has financed its working capital requirements during this period primarily through the sale of its equity securities and the issuance of convertible debt. Accordingly, management has concluded that these matters raise substantial doubt about the Company’s ability to continue as a going concern.

26

 

At January 31, 2021, the Company had limited cash resources available to fund its operations and will therefore need to raise additional funds in the short-term. The Company estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business activities to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard.

 

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the period from February 11, 2020 (inception) through July 31, 2020, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and successfully implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The development and expansion of the Company’s business is dependent on many factors, including the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that they will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company’s business operations to a level that is commercially viable and self-sustaining. There is also significant uncertainty as to the affect that the coronavirus pandemic may have on the availability, amount and type of financing in the future.

 

If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to any assets, or to discontinue its operations entirely.

 

Recent Accounting Pronouncements

 

Information with respect to recent accounting pronouncements is provided at Note 3 to the condensed consolidated financial statements for the three months and six months ended January 31, 2021 included elsewhere in this document.

 

Concentration of Risk

 

Information with respect to concentration of risk is provided at Note 3 to the condensed consolidated financial statements for the three months and six months ended January 31, 2021 included elsewhere in this document.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of financial condition and results of operations presented below is based on the Company’s consolidated financial statements for the three months and six months ended January 31, 2021 presented elsewhere in this document, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, these issues are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources. For a more complete description of the Company’s significant accounting policies, see Note 2 to the consolidated financial statements.

27

 

Film, Television Programs, and Music Production Costs 

 

Film, television program, and music production costs are capitalized in accordance with Accounting Standards Codification 926, Entertainment - Films. Capitalized amounts are stated at the lower of cost, less accumulated amortization, or fair value. These costs represent capitalized costs for the production of films and other entertainment projects. In addition to the films, television programs and music that the Company may produce, costs of productions in development are capitalized as development costs and are transferred to production costs when the project is set for production. Films, television programs and music in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects, as well as amounts paid to musical artists. Projects in development are written off if they are determined not to be recoverable, and are evaluated for impairment at each reporting period.

 

Once a project is released to consumers, the capitalized costs are amortized on an individual project basis in the proportion that the current revenue for each project bears to the estimated remaining unrecognized revenue to be received from all sources for each project as of the beginning of the current fiscal year. Revenue and cost forecasts are periodically reviewed by management and revised when warranted.

 

The carrying value of film costs are reviewed for impairment each reporting period on a project-by-project basis. If events or changes in circumstance indicate that the fair value of the capitalized costs on a specific project is less than the carrying value, an impairment charge is recognized in the amount by which the unamortized costs exceed the project’s fair value.

 

The Company has not completed any projects as of January 31, 2021 and, accordingly, has not recognized any impairment charges.

 

Revenue Recognition

 

Film and Television Program Revenues

 

The Company’s film and television program business is expected to generate revenues principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international market places.

 

Revenue will be recognized upon transfer of control of promised services or goods to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services or goods. Revenues do not include taxes collected from customers on behalf of taxing authorities, such as sales tax and value-added tax.

 

Results of Operations

 

At January 31, 2021, the Company had commenced business operations, but did not have positive cash flows from operations and will be dependent on periodic infusions of capital to fund its operating requirements.

 

Operating Expenses

 

The Company generally recognizes operating costs and expenses as they are incurred in two general categories, sales and marketing costs and expenses and general and administrative costs and expenses. The Company’s operating costs and expenses also include non-cash components related to depreciation and amortization of property and equipment which are allocated, as appropriate, to sales and marketing costs and expenses and general and administrative costs and expenses.

 

Sales and marketing costs and expenses consist primarily of press releases, web design and photo shoots and related one-time use equipment.

 

General and administrative costs and expenses consist of stock-based compensation, payroll to officers and employees, accounting fees, audit fees, legal fees, transfer agent fees, insurance, investor relations and other general corporate expenses. Management expects general and administrative costs and expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company for a full fiscal year, including higher legal, accounting, insurance, compliance, compensation and other costs.

28

 

The Company’s consolidated statements of operations as discussed herein are presented below.

  

  

Three Months
Ended
January 31,
2021

  

Six Months
Ended
January 31,
2021

 
  (Unaudited)  (Unaudited) 
       
Revenues $-  $- 
         
Costs and expenses:        
General and administrative:        
Officers, directors, affiliates and other related parties  295,977   528,216 
Other costs  240,677   487,323 
Sales and marketing  1,174   5,174 
Total costs and expenses  537,828   1,020,713 
Loss from operations  (537,828)  (1,020,713)
Other income (expense):        
Change in fair value of investment in marketable securities  26,090   32,172 
Interest expense, net  (10,935)  (11,862)
Total other income (expense), net  15,155   20,310 
Net loss $(522,673) $(1,000,403)
         
Net loss per common share – basic and diluted $(0.00) $(0.01)
         
Weighted average common shares outstanding – basic and diluted  107,166,014   91,448,810 

 

Three Months Ended January 31, 2021

 

Revenues. The Company did not have any revenues for the three months ended January 31, 2021.

 

General and Administrative:

 

Officers, Directors, Affiliates and Other Related Parties. For the three months ended January 31, 2021, general and administrative costs associated with officers, directors, affiliates and other related parties were $295,977, which consisted of stock-based compensation of $22,239, compensation to officers of $210,000, and costs associated with an area standards agreement incurred with the Company’s IATSE union liaison of $63,738.

 

Other Costs. For the three months ended January 31, 2021, other general and administrative costs were $240,677 which consisted of compensation and related costs of $82,860, accounting fees of $24,020, audit fees of $28,004, legal fees of $92,238, transfer agent fees of $4,360, and other operating costs of $9,195.

 

Sales and Marketing Costs. For the three months ended January 31, 2021, selling and marketing costs were $1,174, which consisted of press release costs of $525 and branding guidance and advertising of $649.

 

Interest Expense. For the three months ended January 31, 2021, the Company had interest expense of $10,935 (including amortization of debt discount of $3,430), net of interest income of $65, which was related to the convertible promissory note payable and short-term unsecured debt. The Company capitalized $24,208 of interest expense related to the secured multiple advance promissory note as such costs related to production costs of a feature film in process.

 

Change in Fair Value of Investment in Marketable Securities. For the three months ended January 31, 2021, the Company recorded a credit for the change in fair value of the investment in marketable securities of $26,090, as a result of an increase in the fair value of the investment in marketable securities held by the Company as of January 31, 2021.

 

Net Loss. For the three months ended January 31, 2021, the Company incurred a net loss of $522,673.

29

 

Six Months Ended January 31, 2021

 

Revenues. The Company did not have any revenues for the six months ended January 31, 2021.

 

General and Administrative:

 

Officers, Directors, Affiliates and Other Related Parties. For the six months ended January 31, 2021, general and administrative costs associated with officers, directors, affiliates and other related parties were $528,216, which consisted of stock-based compensation of $44,478, compensation to officers of $420,000, and an area standards agreement incurred with the Company’s IATSE union liaison of $63,738.

 

Other Costs. For the six months ended January 31, 2021, other general and administrative costs were $487,323 which consisted of compensation and related costs of $155,783, accounting fees of $48,128, audit fees of $92,665, legal fees of $153,743, transfer agent fees of $7,050, and other operating costs of $29,954.

 

Sales and Marketing Costs. For the six months ended January 31, 2021, selling and marketing costs were $5,174, which consisted of press release costs of $2,475 and branding guidance and advertising of $2,699.

 

Interest Expense. For the six months ended January 31, 2021, the Company had interest expense of $11,862 (including amortization of debt discount of $3,430), net of interest income of $65, which was related to the convertible promissory note payable and short-term unsecured debt. The Company capitalized $27,444 of interest expense related to the secured multiple advance promissory note as such costs related to production costs of a feature film in process.

 

Change in Fair Value of Investment in Marketable Securities. For the six months ended January 31, 2021, the Company recorded a credit for the change in fair value of the investment in marketable securities of $32,172, as a result of an increase in the fair value of the investment in marketable securities held by the Company as of January 31, 2021.

 

Net Loss. For the six months ended January 31, 2021, the Company incurred a net loss of $1,000,403.

 

Liquidity and Capital Resources – January 31, 2021

 

The Company’s consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has suffered losses from operations and negative operating cash flows since inception. During the six months ended January 31, 2021, the Company incurred a net loss of $1,000,403. The Company has financed its working capital requirements during this period primarily through the sale of its equity securities and the issuance of convertible debt. Accordingly, management has concluded that these matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the period from February 11, 2020 (inception) through July 31, 2020, has also expressed substantial doubt about the Company’s ability to continue as a going concern (see “Going Concern” above).

 

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

At January 31, 2021, the Company had cash of $204,545 and a working capital deficiency of $1,142,367. During the six months ended January 31, 2021, the Company generated cash of $1,785,000 from the sale of 24,450,000 shares of common stock, and cash of $67,400 from the collection of common stock subscriptions receivable from both related and unrelated parties for 1,348,000 shares of common stock which were subscribed for in August and September 2020. However, at January 31, 2021, the Company also had $866,365 of short-term indebtedness due on June 30, 2021, with respect to which it will either need to repay or extend the due date.

 

At January 31, 2021, the Company had limited cash resources available to fund its operations and repay the indebtedness due on June 30, 2021, and will therefore need to raise additional funds by June 30, 2021 to repay debt and finance its short-term working capital requirements. The Company estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business activities to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard.

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Operating Activities

 

For the six months ended January 31, 2021, operating activities utilized cash of $773,916 to fund the Company’s ongoing operating expenses.

 

Investing Activities

 

For the six months ended January 31, 2021, the Company’s investing activities utilized cash of $2,912,221 for the payment of project development costs.

 

Financing Activities

 

For the six months ended January 31, 2021, the Company’s financing activities provided net cash of $3,872,401, consisting of proceeds of $1,785,000 from the sale of 24,450,000 shares of common stock, $67,400 received from common stock subscriptions receivable for 1,348,000 shares of common stock, proceeds of $100,000 from the issuance of a convertible promissory note payable, $100,000 from the issuance of an unsecured promissory note, and $1,000,000 from the issuance of a secured Multiple Advance Promissory Note, proceeds of $990,001 in unsecured promissory notes from related parties, reduced by repayments of $130,000 and the rescission of a stock subscription receivable of $60,000.

 

Project Funding

 

The Company expects that its film projects will generally be funded through a variety of techniques. The films that the Company intends to produce will likely include a well-known cast and a compelling script. The Company plans to use its sales agents to pre-sell foreign distribution rights, which would include money guarantees from the distributors. In addition, the Company’s sales agents will attempt to secure domestic right pre-sales through backstop (floor amount) agreements or direct distribution agreements with money guarantees. Finally, the Company plans to produce films in states that provide significant tax incentive rebates. The Company’s objective is for these agreements, together with the tax incentives, to provide security for bank financing at 80% to 90% of the aggregate contract and tax incentive amounts. The Company’s objective is that bank loans, pre-sale agreements and tax incentive assignments will provide sufficient funds to finance the respective project costs.

 

In some cases, while the funds may be sufficient to fully finance a production, there may be a timing difference between obtaining the funds and the time frame needed to complete the project. In such cases, the Company intends to seek temporary funding from film project lenders until the Company is able to obtain project financing from a senior lender.

 

Principal Commitments

 

Employment Agreements

 

The Company and its wholly owned subsidiaries have entered into employment agreements with their officers with total aggregate monthly salaries of $75,000.

 

Off-Balance Sheet Arrangements

 

The Company had no off-balance sheet arrangements at July 31, 2020 or January 31, 2021.

 

Trends, Events and Uncertainties

 

The production, distribution and marketing of feature-length films, television series and mini-series, and television movies, from initial creative development through principal photography, postproduction, distribution and ancillary sales, is, by its nature, unpredictable and costly, and occurs over an extended period of time. Although the Company will undertake program development efforts with commercially reasonable diligence, there can be no assurance that the Company’s efforts to raise funds in the future will be sufficient to enable the Company to develop its program content to the extent needed to create future revenues to sustain operations as contemplated herein.

 

There can be no assurances that the Company will ever achieve sustainable revenues sufficient to support its operations. Even if the Company is able to generate revenues, there can be no assurances that the Company will be able to achieve profitability or positive operating cash flows. There can be no assurances that the Company will be able to secure additional financing on acceptable terms or at all. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its operations, or obtain funds, if available (although there can be no certainty), through strategic alliances that may require the Company to relinquish rights to certain of its programs, or to curtail or discontinue its operations entirely.

31

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework (2013).

 

The Company’s internal control over financial reporting is designed to ensure that material information regarding the Company’s operations is made available to management and the board of directors to provide them reasonable assurance that the published financial statements are fairly presented.

 

The Company is required to establish and maintain disclosure controls and procedures (as defined in Rules 13a-14(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that the Company files with the Securities and Exchange Commission (the “SEC”) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, consisting of its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

 

As required by Rule 15d-15(b) of the SEC, the Company carried out an evaluation, under the supervision and with the participation of its management, consisting of the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of January 31, 2021, the end of the most recent period covered by this report.

 

Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of January 31, 2021, due to the identification of significant deficiencies and the existence of the material weaknesses in the Company’s internal control over financial reporting as described below, the design and operation of its disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, consisting of the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Company’s internal control over financial reporting is designed to provide reasonable assurance concerning both the reliability of its financial reporting and the preparation of its financial statements in accordance with United States generally accepted accounting principles (“US GAAP”) and SEC reporting standards. The Company’s internal control over financial reporting includes policies and procedures that obligate the Company to maintain reasonably detailed records that accurately and fairly reflect the Company’s business transactions, provide reasonable assurance that the Company’s business transactions are properly and timely recorded, ensure that the Company’s receipts and disbursements are authorized by management, if applicable, by the Company’s board of directors, that revenues are properly and timely recorded, and that assets are properly identified, recorded and periodically evaluated for impairment.

 

Based on the Company’s assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of January 31 2021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with US GAAP and SEC reporting standards, for the reasons noted below.

32

 

The Company effected a reverse merger transaction effective April 13, 2020 with a company that had only recently been formed on February 11, 2020, as a result of which the business, operations, accounting, board of directors and executive management of the Company changed. In conjunction with the preparation of the unaudited consolidated financial statements as of and for the period ended January 31, 2021, the Company identified certain accounting issues that indicated certain deficiencies in the Company’s internal ability to prepare financial statements in accordance with US GAAP and SEC reporting standards.

 

Current executive management has not yet assembled the financial and accounting staff necessary to conform to the checks and balances needed for proper internal controls, as well as with the technical competence and accounting experience to address accounting and reporting issues under US GAAP and SEC reporting standards. Current management has retained the services of qualified outside consultants with expertise to perform specific accounting and finance functions, and to assist in the design of accounting and internal control systems. Accordingly, the Company has not yet completed the process to establish adequate internal controls over financial reporting, and it expects that this process will take some time to accomplish and will require the availability of additional operating capital. However, there can be no assurances that these efforts will be sufficient to fully develop and implement adequate disclosure controls and procedures and internal controls over financial reporting.

 

The Company’s management, consisting of its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and any instances of malfeasance or fraud have been detected.

 

Management believes that the consolidated financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the three months and six months ended January 31, 2021.

 

Changes in Internal Controls over Financial Reporting

 

The Company’s management, consisting of its principal executive officer and principal financial officer, has determined that no change in the Company’s internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during or subsequent to the quarter ended January 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the material weaknesses as noted above.

33

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not currently subject to any pending or threatened legal actions or claims.

 

ITEM 1A. RISK FACTORS

 

The Company’s business, financial condition, results of operations and cash flows may be impacted by a number of factors, many of which are beyond the Company’s control, including those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020, as filed with the Securities and Exchange Commission on November 12, 2020 (the “2020 Form 10-K”).

 

The Risk Factors set forth in the 2020 Form 10-K should be read carefully in connection with evaluating the Company’s business and in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any of the risks described in the 2020 Form 10-K could materially adversely affect the Company’s business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. These are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

As of the date of this filing, there have been no material changes to the Risk Factors previously disclosed in the Company’s 2020 Form 10-K, except as noted below.

 

Impact of Novel Coronavirus (COVID-19) on the Company’s Business Operations

 

The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company’s business in the future. The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

 

The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

 

There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future.

34

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuance of Common Stock

 

On December 22, 2020, the Company sold 250,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $25,000.

 

On January 21, 2021, the Company sold 2,000,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $200,000.

 

On January 29, 2021, the Company sold 1,000,000 shares of common stock to an unrelated party at $0.10 per share for total proceeds of $100,000.

 

In each case the shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. 

 

The proceeds from the sale of the shares of common stock referred to above were used for project development and general working capital purposes.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Item 1.01 Entry into a Material Definitive Agreement

 

On June 1, 2020, the Company and Joseph M. Arpaio entered into an amendment to the Life Story Rights Agreement dated May 20, 2020. Pursuant to the amendment, Mr. Arpaio will be entitled to compensation for a 3-season series podcast at the rate of $2,000 per episode and 25% of the net profits.

 

Effective March 1, 2021, the Employment Agreement between the Company, Paris Film, Inc., and Rob Paris was amended to increase the salary of Mr. Paris from $10,000 to $15,000 per month.

 

The above descriptions of the amendments are only summaries of the material terms of the amendments, do not purport to be complete descriptions of the amendments, and are qualified in their entirety by reference to the amendments, copies of which are filed as Exhibit 10.11 and Exhibit 10.12 and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

On February 24, 2021, the Company sold 1,000,000 shares of common stock to an existing shareholder at $0.10 per share for total proceeds of $100,000.

 

On February 26, 2021, the Company sold 500,000 shares of common stock to an existing shareholder at $0.10 per share for total proceeds of $50,000.

 

On March 11, 2021, the Company sold 3,000,000 shares of common stock to an existing shareholder at $0.10 per share for total proceeds of $300,000.

 

In each case, the shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. 

35

 

ITEM 6. EXHIBITS

 

Except as otherwise indicated (a) all exhibits were previously filed, (b) all omitted exhibits are intentionally omitted, and (c) all Reports referenced below were filed under SEC file number 000-32201.

 

INDEX TO EXHIBITS

 

Exhibit
Number
 Description of Document
3.1 Amended and Restated Certificate of Incorporation of Bio-Matrix Scientific Group, Inc., incorporated by reference to Exhibit A of the Schedule 14C filed on May 1, 2020.
   
3.2 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Form 8-K filed on April 22, 2020.
   
10.1 Promissory Note dated November 10, 2020, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 3, 2020.
   
10.2 Promissory Note dated December 10, 2020, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 10, 2020.
   
10.3 Form of Subscription Agreement for Amended Note, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 4, 2021.
   
10.4 Form of Amended Note, incorporated by reference to Exhibit 10.2 of the Form 8-K filed on January 4, 2021.
   
10.5 Form of Subscription Agreement for Common Stock, incorporated by reference to Exhibit 10.3 of the Form 8-K filed on January 4, 2021.
   
10.6 Form of Promissory Note, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 14, 2021.
   
10.7 Form of Promissory Note, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 28, 2021.
   
10.8+ Amendment to Employment Agreement, incorporated by reference to Exhibit 10.2 of the Form 8-K filed on January 28, 2021.
   
10.9 Promissory Note dated January 29, 2021, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 10, 2021.
   
10.10 Form of Amendment to Promissory Note, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 26, 2021.
   
10.11* Amendment to Life Story Rights Agreement dated June 1, 2020.
   
10.12*+ Amendment to Employment Agreement between Rivulet Films, Inc., Rivulet Media, Inc., Paris Film, Inc. and Rob Paris dated March 1, 2021. 
   
31.1* Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
   
31.2* Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
   
32.1** Section 1350 Certifications.
   
101.INS** XBRL Instance Document
   
101.SCH** XBRL Taxonomy Extension Schema Document
   
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
   
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
   
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

 

*Filed herewith.

 

**Furnished herewith.

 

+Indicates a management contract or any compensatory plan, contract or arrangement.

36

 

SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 RIVULET MEDIA, INC.
 (Registrant)
   
Date: March 22, 2021By: /s/ AARON KLUSMAN
  Aaron Klusman
  

Chief Executive Officer, Chairman of the Board 

(Principal Executive Officer)

 

Date: March 22, 2021By: /s/ MICHAEL WITHERILL
  Michael Witherill
  President, Chief Financial Officer, Vice-Chairman of the Board (Principal Financial Officer and Principal Accounting Officer)

37