BRWC Birdie Win Corporation (PK)

Item 1.01       Entry into a Material Definitive Agreement.

ASSIGNMENT, ASSUMPTION AND OPTION AGREEMENT between Boreal Water Collection, Inc. and Catskill Springs LLC, of Hillsborough, California (“Catskill Springs Agreement”); October 7, 2016.

Reference is made to the registrant’s Form 8-K of September 7, 2016 regarding the September 6, 2016 SECOND ADDENDUM TO PURCHASE AGREEMENT BETWEEN BB DEVELOPMENT XXVIII LLC, AS SELLER, AND BOREAL WATER COLLECTION, INC., AS PURCHASER (“ADDENDUM”). The Purchase Agreement involves an artesian spring, water supply and existing facility located in the Town of Callicoon, New York (“Alpine Spring”). Boreal Water Collection, Inc. (“Boreal”) is the successor to Leisure Time Spring Water, Inc., which had a first right of refusal regarding the premises.

A copy of the Purchase Agreement is attached as an exhibit to our January 6, 2016 Form 8-K. A copy of the ADDENDUM is attached as an exhibit to our September 7, 2016 Form 8-K.

The Addendum provides that time is of the essence and closing of the transaction (purchase of Alpine Spring) shall be no later than 10 AM, Friday, October 7, 2016.

On October 7, 2016, Catskill Springs LLC purchased Boreal’s first right of refusal in the ADDENDUM for consideration of one hundred fifty thousand dollars ($150,000.00) and acquired Alpine Spring for six hundred thousand dollars ($600,000.00) (under separate agreement with the Seller of Alpine Spring). As part of the Catskill Springs Agreement, Boreal has the exclusive right to repurchase Alpine Spring within the first year at the price of $750,000. Should Boreal not buy the property within the first year, Boreal would then have a first right of refusal should Catskill Springs LLC decide to accept an offer on the property. Boreal continues to have current rights to use of the spring and water rights as originally contained in the November 1, 1995 Agreement (as referenced in the Catskill Springs Agreement).