U.S. SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549





FORM
10-Q/A


Amendment No. 1





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


For the
quarterly period ended April 30, 2020


OR


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


For the transition period from __________ to
____________





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
Incorporation
or Organization)
(I.R.S.
Employer
Identification
No.)





1206 East Warner Road, Suite 101-I
Gilbert, Arizona 85296(Address
of Principal Executive Offices)(480) 225-4052(Issuer’s
telephone number)Bio-Matrix
Scientific Group, Inc.
1204 Tangerine Street
El Cajon, California 92021(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 class
Trading Symbol(s)
Name of each exchange on which registeredNone.
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 the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.


Yes ☒
No ☐





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
☒ No ☐





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
☐

Accelerated filer
☐Non-accelerated filer
☐

Smaller reporting company
☒Emerging growth company
☒





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. ☐





Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒





Number
of shares outstanding of each of the issuer’s classes of
common equity as of the latest practicable date:





Class
Outstanding as of April 30, 2020Common stock, $0.0001 par value
86,964,632





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EXPLANATORY NOTE





On July 1, 2020, Rivulet Media, Inc. (the
“Company”)
filed its first quarter report on Form 10-Q after the
June 15, 2020 deadline (the “Original Due
Date”) applicable to it
for the filing of a Form 10-Q for the quarter ended April
30, 2020 (the “Quarterly
Report”) in reliance on
the 45-day extension provided by an order issued by the SEC under
Section 36 of the Securities Exchange Act of 1934 Modifying
Exemptions from the Reporting and Proxy Delivery Requirements for
Public Companies dated March 25, 2020 (Release No. 34-88465) (the
“Order”).





On June 10, 2020, the Company filed a Current Report on Form
8-K to indicate its intention to rely on the Order for such
extension. Prior to the filing of the Quarterly Report, the
Company’s business experienced significant disruptions due to
the conditions surrounding COVID-19. Certain of its operations
and personnel have been working remotely due to suggested or
mandated social distancing and work from home orders and management
was required to devote significant time and attention to assessing
the potential impact of COVID-19 and related events on its
operations and financial position, which diverted management
resources from completing tasks necessary to finalize the Quarterly
Report by the Original Due Date.





Consistent with its statements made in the Current Report on Form
8-K, the Company was unable to file the Quarterly Report by the
Original Due Date, and therefore relied on the Order.
The Quarterly Report was filed on July 1, 2020, before
the extended due date permitted under the Order. In compliance with
Item II(d) of the Order, the Company is filing this Amendment No. 1
to its Quarterly Report to disclose that it relied on the Order and
the reasons why the Company could not file the report by the
Original Due Date.





Except as described above, this Amendment No. 1 does not amend,
modify, or update the information in the Quarterly Report.
Furthermore, this Amendment No. 1 does not change any previously
reported financial results nor does it reflect events occurring
after the filing of the Quarterly Report filed on July 1,
2020.





SIGNATURES





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





Dated: July 6, 2020





RIVULET MEDIA, INC., a Delaware corporation/s/ Aaron KlusmanAaron KlusmanChief Executive Officer, Chairman of the Board(Principal Executive Officer)/s/ Michael WitherillMichael WitherillPresident, Chief Financial Officer, Vice-Chairman of the
Board(Principal Financial Officer and Principal Accounting
Officer)








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