Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
On July 8, 2021, August 2, 2021, and September 7, 2021, the Company executed
three Convertible Promissory Notes (the "Geneva Notes"), respectively, payable
to Geneva Roth Remark Holdings, Inc. ("Geneva Roth"), pursuant to which the
Company borrowed $128,750, $55,000, and $43,750, respectively, as disclosed on
the Form 8-K filed on November 29, 2021. One of the Events of Default as defined
in the Geneva Notes is failure to comply with the reporting requirements of the
Securities Exchange Act of 1934 ("Exchange Act"). On October 30, 2021, the
Company failed to file its annual report on Form 10-K for the fiscal year ended
July 31, 2021.
Under the terms of the Geneva Notes, once a notice of default is received by the
Company, the Company has twenty days to cure the default by becoming current on
its filing requirements. On December 14, 2021, the Company received notice from
Geneva Roth declaring the Company to be in default under the Geneva Notes for
failing to comply with the reporting requirements of the Exchange Act.
Therefore, on January 3, 2022, following the expiration of the 20-day cure
period, the Geneva Notes became in default, triggering acceleration and an
obligation to pay the Default Sum, as defined thereunder.
As of the date of this report on Form 8-K, the Company has not become current
with its filing requirements under the Exchange Act and, therefore, continues to
be in default on the Geneva Notes.
The Company calculates the amount due under the Geneva Notes, with penalties and
interest, to be approximately $357,843 as of the date of this report on Form
8-K. The Company is currently in settlement negotiations regarding the
resolution of these notes, but there is no assurance that a satisfactory
resolution will be reached.
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RIVULET MEDIA, INC. 
