Filing Details
- Accession Number:
- 0001199835-20-000166
- Form Type:
- 13D Filing
- Publication Date:
- 2020-07-13 16:07:33
- Filed By:
- Witherill Michael J
- Company:
- Rivulet Media Inc. (OTCMKTS:RIVU)
- Filing Date:
- 2020-07-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mike Witherill | 11,000,000 | (see Item 5) 12.51% | ||||
| Aaron Klusman | 31,265,983 | (see Item 5) 35.57% | ||||
| Debbie Rasmussen | 31,265,982 | (see Item 5) 35.57% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
Rivulet Media, Inc.
(Name
of Issuer)
Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
09065C502
(CUSIP
Number)
Mike
Witherill
1206 E.
Warner Road, Suite 101-I
Gilbert,
Arizona 85296
(480)
225-4052
Aaron
Klusman
1206 E.
Warner Road, Suite 101-I
Gilbert,
Arizona 85296
(480)
225-4052
Debbie
Rasmussen
1206 E.
Warner Road, Suite 101-I
Gilbert,
Arizona 85296
(480)
225-4052
(Name,
Address and Telephone Number of Peron Authorized to Receive Notices
and Communications)
July 6, 2020
(Date
of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box
☐.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7(b) for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
| |
| CUSIP No.
09065C502 | Page 1 of 6
Pages |
|
1 |
NAME OF REPORTING PERSONS | | |
| | Mike
Witherill | | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ | |
| | | |
(b) ✠ |
|
3 |
SEC USE ONLY | | |
|
4 |
SOURCE OF FUNDS | | |
| | OO | | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) | ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| | USA | | |
| |
7 |
SOLE VOTING POWER | |
|
NUMBER | | 11,000,000 shares of Common Stock | |
| OF | | | |
|
SHARES |
8 |
SHARED VOTING POWER | |
|
BENEFIALLY | | 0 | |
|
OWNED | | | |
| BY |
9 |
SOLE DISPOSITIVE POWER | |
| EACH | | 11,000,000 shares of Common Stock | |
| REPORTING | | | |
| PERSON |
10 |
SHARED DISPOSITIVE POWER | |
| WITH | | 0 | |
| | | | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | ||
| | 11,000,000 shares of Common Stock | | |
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ✠ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5) | ||
| | 12.51% | | |
|
14 |
TYPE OF REPORTING PERSON | | |
| | IN | | |
| |
| CUSIP No.
09065C502 | Page 2 of 6
Pages |
|
1 |
NAME OF REPORTING PERSONS | | |
| | Aaron
Klusman | | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ | |
| | | |
(b) ✠ |
|
3 |
SEC USE ONLY | | |
|
4 |
SOURCE OF FUNDS | | |
| | PF,
OO | | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) | ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | USA | | |
| |
7 |
SOLE VOTING POWER | |
|
NUMBER | |
31,265,983 shares of Common Stock | |
|
OF | | | |
|
SHARES |
8 |
SHARED VOTING POWER | |
|
BENEFICIALLY | | 0 | |
|
OWNED | | | |
|
BY |
9 |
SOLE DISPOSITIVE POWER | |
|
EACH | |
31,265,983 shares of Common Stock | |
|
REPORTING | | | |
|
PERSON |
10 |
SHARED DISPOSITIVE POWER | |
|
WITH | | 0 | |
| | | | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 31,265,983
shares of Common Stock | |
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5) | |
| | 35.57% | |
|
14 |
TYPE OF REPORTING PERSON | |
| | IN | |
| |
| CUSIP No.
09065C502 | Page 3 of 6
Pages |
|
1 |
NAME OF REPORTING PERSONS | | |
| | Debbie
Rasmussen | | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ | |
| | | |
(b) ✠ |
|
3 |
SEC USE ONLY | | |
|
4 |
SOURCE OF FUNDS | | |
| | PF,
OO | | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) | ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | USA | | |
| |
7 |
SOLE VOTING POWER | |
|
NUMBER | |
31,265,982 shares of Common Stock | |
|
OF | | | |
|
SHARES |
8 |
SHARED VOTING POWER | |
|
BENEFICIALLY | | 0 | |
|
OWNED | | | |
|
BY |
9 |
SOLE DISPOSITIVE POWER | |
|
EACH | |
31,265,982 shares of Common Stock | |
|
REPORTING | | | |
|
PERSON |
10 |
SHARED DISPOSITIVE POWER | |
|
WITH | | 0 | |
| | | | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | | |
| |
31,265,982 shares of Common Stock | | |
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5) | ||
| | 35.57% | | |
|
14 |
TYPE OF REPORTING PERSON | | |
| | IN | | |
| CUSIP No.
09065C502 | Page 4 of 6
Pages |
Introductory Note.
The Report
on Schedule
13D relating to
the common stock, $0.0001 par value (the
“Shares”), of Rivulet Media, Inc., a Delaware
corporation (the “Issuer” or
“Rivulet”), initially filed with
the Securities and Exchange Commission (the “SEC”) on
June 29, 2020 (the “Initial Schedule 13D”), is hereby
amended and supplemented to include the information set forth in
this Report on Schedule 13D/A (this “Amendment”), which
constitutes Amendment No. 1 to the Initial Schedule 13D.
Capitalized terms not defined herein have the meanings given to
such terms in the Initial Schedule 13D. Unless specifically amended hereby, the disclosure
set forth in the Initial Schedule 13D remains
unchanged.
This Amendment is being filed to reflect a transfer of Shares by
Klusman Family Holdings, LLC and Debbie Rasmussen to a third
party.
Item
3.
Source
and Amount of Funds or Other Consideration
Item 3
is hereby amended and restated in its entirety as
follows:
Mr.
Witherill obtained beneficial ownership of the 11,000,000 Shares
reported in this Schedule 13D by virtue of his status as sole
manager of Blue Scout Enterprises LLC. Blue Scout Enterprises LLC
received the 11,000,000 Shares in connection with a merger between
Rivulet Films, Inc. and Rivulet Films LLC pursuant to an
Agreement and Plan of Merger dated
April 8, 2020 (the “Merger”). The Merger closed on
April 13, 2020.
Mr. Klusman obtained beneficial ownership of the
31,265,983 of the Shares reported in this Schedule 13D by
virtue of his status as sole member of Klusman Family Holdings,
LLC. Klusman Family Holdings, LLC received 31,265,983 Shares in connection with the Merger.
Prior to that, Klusman Family Holdings, LLC purchased
2,182,117 Shares pursuant to a Stock Purchase Agreement dated
March 24, 2020 (the “SPA”). The source of funds for the
purchase was a loan evidenced by a Convertible Promissory Note
dated March 24, 2020, in the principal amount of $215,000
(the “Note”), made by Ms. Rasmussen and Klusman Family
Holdings, LLC, as borrowers, payable to Dan Crosser, a third party,
as lender.
Ms. Rasmussen obtained beneficial ownership of the
31,265,982 of the Shares reported in this Schedule 13D in
connection with the Merger. Prior to that, Ms. Rasmussen purchased
2,182,118 Shares pursuant to the SPA. The source of funds for
the purchase was the loan evidenced by the Note. Ms.
Rasmussen is Mr. Witherill’s wife. Mr. Witherill disclaims
beneficial ownership of the Shares owned by Ms.
Rasmussen, and this Schedule 13D
cannot be deemed an admission that Mr. Witherill is the beneficial
owner of those securities for purposes of Section 16 or for any
other purpose.
Under
the terms of the Note, Mr. Crosser was entitled to convert the
outstanding principal amount into an aggregate of 4,364,235 Shares.
On June 30, 2020, Mr. Crosser provided notice of his election to
convert the Note into such Shares. Accordingly, on July 6, 2020,
Ms. Rasmussen transferred 2,182,118 Shares and Klusman Family
Holdings, LLC transferred 2,182,117 Shares to Mr. Crosser. As a
result, the number of Shares beneficially owned by Ms. Rasmussen
was reduced to 31,265,982 and the number of Shares beneficially
owned by Mr. Klusman was reduced to 31,265,983.
Item 4.
Purpose of Transaction.
Item 4
is hereby amended and restated in its entirety as
follows:
The
purpose of the transaction is to own and control a movie production
company. To this end, several transactions have taken
place:
(a)
The Issuer entered
into the Agreement and Plan of Merger dated April 8, 2020
with Rivulet Films, Inc. and Rivulet Films LLC. The Merger closed on April 13,
2020.
| CUSIP No.
09065C502 | Page 5 of 6
Pages |
(b) Mr.
Witherill obtained beneficial ownership of 11,000,000 Shares
following the Merger by virtue
of his status as sole manager of Blue Scout Enterprises LLC. Mr.
Klusman obtained beneficial ownership
of 2,182,117 Shares as a result of the SPA and of 31,265,983
Shares following the Merger by virtue of his status as sole
member of Klusman Family Holdings, LLC. Ms. Rasmussen obtained beneficial ownership of
2,182,118 Shares as a result of the SPA and of 31,265,982
Shares following the Merger.
Subsequently,
on July 6, 2020, Klusman Family Holdings, LLC transferred 2,182,117
Shares and Ms. Rasmussen transferred 2,182,118 Shares to a third
party pursuant to the Note.
(d) Following
the closing of the SPA, all sitting directors and officers of the
Issuer were removed and replaced by Mr. Witherill and Mr.
Klusman.
There
are currently no plans or proposals which the reporting persons may
have for future transactions that relate to or would result in any
of the actions reportable in this Item 4.
Item 5.
Interest
in Securities of Issuer.
Item 5
is hereby amended and restated in its entirety as
follows:
(a) The
responses of Messrs. Witherill and Klusman and Ms. Rasmussen to
rows (7) through (13) of the cover pages of this Schedule 13D are
incorporated herein by reference.
Mr.
Witherill’s beneficial ownership is by virtue of the
11,000,000 Shares held by Blue Scout Enterprises LLC, of which Mr.
Witherill is sole manager. Ms. Rasmussen is Mr. Witherill’s
wife. Mr. Witherill disclaims beneficial ownership of the Shares
owned by Ms. Rasmussen, and this
Schedule 13D cannot be deemed an admission that Mr. Witherill is
the beneficial owner of those securities for purposes of Section 16
or for any other purpose.
Mr.
Klusman’s beneficial ownership is by virtue of 31,265,983
Shares owned by Klusman Family Holdings, LLC, of which Mr. Klusman
is sole member.
(b) The
responses of Messrs. Witherill and Klusman and Ms. Rasmussen to
rows (7) through (13) of the cover pages of this Schedule 13D are
incorporated herein by reference.
Mr.
Witherill’s power to vote or dispose of the Shares
is by virtue of 11,000,000 Shares held by Blue Scout Enterprises
LLC, of which Mr. Witherill is sole manager.
Mr.
Klusman’s power to vote or dispose of the Shares is by
virtue of 31,265,983 Shares owned by Klusman Family Holdings, LLC,
of which Mr. Klusman is sole member.
(c) Ms.
Rasmussen and Klusman Family Holdings, LLC purchased an aggregate
of 4,364,235 Shares pursuant to the
SPA. The aggregate amount of consideration for the purchase was
$215,000. Mr. Witherill obtained beneficial ownership of
11,000,000 Shares following the
Merger. Mr. Klusman obtained
beneficial ownership of 2,182,117 Shares as a result of the
SPA and of 31,265,983 Shares following the Merger. Ms. Rasmussen
obtained beneficial ownership of 2,182,118 Shares as a result
of the SPA and of 31,265,982 Shares following the
Merger.
Subsequently,
on July 6, 2020, Klusman Family Holdings, LLC transferred 2,182,117
Shares and Ms. Rasmussen transferred 2,182,118 Shares to a third
party pursuant to the Note.
(d) To
the knowledge of Messrs. Witherill and Klusman and Ms. Rasmussen,
no other person has the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, the Shares
that are the subject of this Schedule 13D.
(e)
Not applicable.
| CUSIP No.
09065C502 | Page 6 of 6
Pages |
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6
is hereby amended and restated in its entirety as
follows:
On
March 24, 2020, Ms. Rasmussen and Klusman Family Holdings, LLC, as
borrowers, executed the Note in the principal amount of $215,000
payable to Dan Crosser, as lender. Under the terms of the Note, Mr.
Crosser was entitled to convert the outstanding principal amount
into an aggregate of 4,364,235 Shares. On June 30, 2020, Mr.
Crosser provided notice of his election to convert the Note into
such Shares. Accordingly, on July 6, 2020, Ms. Rasmussen
transferred 2,182,118 Shares and Klusman Family Holdings, LLC
transferred 2,182,117 Shares to Mr. Crosser.
Item
7.
Material
to Be Filed as Exhibits.
Item 7
is hereby amended to add the following exhibit:
Exhibit
D – Joint Filing Agreement as
required by Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated:
July 9, 2020
| |
/s/ Mike Witherill | |
| |
Mike Witherill | |
| | | |
| |
/s/ Aaron Klusman | |
| |
Aaron Klusman | |
| | | |
| |
/s/ Debbie Rasmussen | |
| |
Debbie Rasmussen | |
Exhibit D
Joint Filing Agreement
The
undersigned hereby agree that a single Schedule 13D (or any
amendment thereto) relating to the Common Stock of Rivulet Media,
Inc. shall be filed on behalf of each of the undersigned and that
this Agreement shall be filed as an exhibit to such Schedule
13D.
| |
/s/ Mike Witherill | |
| |
Mike Witherill | |
| | | |
| |
/s/ Aaron Klusman | |
| |
Aaron Klusman | |
| | | |
| |
/s/ Debbie Rasmussen | |
| |
Debbie Rasmussen | |
| |
D-1