Birdie Win Corp S-1, filed Aug 27, 2021
Birdie Win Corp (BRWC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT
Birdie Win Corporation
(Exact name of registrant as specified in its charter)
Date: August 27, 2021
| Nevada | 8200 | 38-4179726 |
(State or Other Jurisdiction of Incorporation) |
(Primary Standard Classification Code) | (IRS Employer Identification No.)
|
D109, Level 1, Block D, Kelana Square, Jalan SS 7/26, 47301
Petaling Jaya, Selangor, Malaysia
Issuer's telephone number: (+60) 3 2776 4841
Company email: birdiewincorp@gmail.com
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal mailing address)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |X| | 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 7(a)(2)(B) of the Securities Act. |_|
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee (2) |
Common Stock, $0.001 par value |
4,800,000 | $0.025 | $120,000 | $13.09 |
| (1) | The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. |
| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.
SUBJECT TO COMPLETION, DATED August 27, 2021
PRELIMINARY PROSPECTUS
Birdie Win Corporation
4,800,000 SHARES OF COMMON STOCK
$0.001 PAR VALUE PER SHARE
Prior to this Offering, no public market has existed for the common stock of Birdie Win Corporation. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. Although we believe that in the future we will meet the eligibility requirements in order to be quoted on the OTCQB, we cannot quantify the likelihood that this will be the case. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock.
In this public offering we, “Birdie Win Corporation” are offering 4,800,000 shares of our common stock. The offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Mr. Chee Yong Yee, who is deemed to be an underwriter of this offering. There is uncertainty that we will be able to sell any of the 4,800,000 shares being offered herein by the Company. Mr. Yee will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.025 per share for the duration of the Offering. Assuming all of the 4,800,000 shares being offered by the Company are sold, the Company will receive $120,000 in net proceeds. Assuming 3,600,000 shares (75%) being offered by the Company are sold, the Company will receive $90,000 in net proceeds. Assuming 2,400,000 shares (50%) being offered by the Company are sold, the Company will receive $60,000 in net proceeds. Assuming 1,200,000 shares (25%) being offered by the Company are sold, the Company will receive $30,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.
Birdie Win Corporation offers financial literacy seminar services, with a focus on providing such services to customers in Malaysia.
This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering.
The Company estimates the costs of this offering at about $26,500. All expenses incurred in this offering are being paid for by the Company. The Company will utilize offering proceeds from this offering to pay for any offering expenses however, the Company may also elect to use available existing cash on hand to pay for any offering expenses.
The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
Through August 31, 2022 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
The date of this prospectus is ___________________.
In this Prospectus, ''Birdie Win Corp,'' “Birdie Win” the "Company,'' ''we,'' ''us,'' and ''our,'' refer to Birdie Win Corporation, unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending July 31st. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock.
This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this Prospectus.
This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 4, and the financial statements, before making an investment decision.
The Company
Birdie Win Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 16, 2021.
On April 16, 2021, Mr. Chee Yong Yee was appointed as President, Secretary, Treasurer, Chief Executive Officer, and Director.
On April 16, 2021, the Company issued 3,600,000 shares of restricted common stock, with a par value of $0.001 per share, to Mr. Chee Yong Yee in consideration of $3,600. The $3,600 in proceeds went to the Company to be used as working capital.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Birdie Win Corporation offers financial literacy seminar services, with a focus on providing such services to customers in Malaysia.
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Our Offering
We have authorized capital stock consisting of 75,000,000 shares of common stock, $0.001 par value per share (“Common Stock”). We have 3,600,000 shares of Common Stock issued and outstanding. Through this offering we will register a total of 4,800,000 shares. We may endeavor to sell all 4,800,000 shares of common stock after this registration becomes effective. The price at which we, the company, offer these shares is at a fixed price of $0.025 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock.
*We will notify investors by filling a post-effective amendment to our registration statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering.
| Securities being offered by the Company | 4,800,000 shares of common stock, at a fixed price of $0.025 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.
| |
| Offering price per share | We will sell the shares at a fixed price per share of $0.025 for the duration of this Offering. | |
| Number of shares of common stock outstanding before the offering of common stock | 3,600,000 common shares are currently issued and outstanding. | |
| Number of shares of common stock outstanding after the offering of common stock | 8,400,000 common shares will be issued and outstanding if we sell all of the shares we are offering. | |
| The
minimum number of shares to be sold in this offering |
None. | |
| Market for the common shares | There is no public market for the common shares. The price per share is $0.025. | |
| We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop. | ||
| The offering price for the shares will remain at $0.025 per share for the duration of the offering. | ||
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| Use of Proceeds | We intend to use the gross proceeds from this offering to us to fund operating expenses, cover any compliance and reporting expenses that may be incurred, payment for offering expenses, advertising costs, and other related expenditures. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests. |
| Termination of the Offering | This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 4,800,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering. |
| Terms of the Offering | Our Chief Executive Officer will sell the 4,800,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis. |
| Subscriptions: | All subscriptions once accepted by us are irrevocable.
|
| Registration Costs | We estimate our total offering registration costs to be approximately $26,500.
|
| Risk Factors: | See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. |
You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.
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Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.
An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
Risks Relating to Our Company and Our Industry
It is possible that our financial literacy seminar services will not generate as much interest from potential clients as we anticipate.
Although we constantly seek to modify our services in order to remain competitive, it is possible that our current available seminar services will not meet the needs of, or generate interest from, potential clients in our target demographic. As is typically the case, the needs of the marketplace see rapid shifts and evolutions. If we cannot appropriately anticipate what services will generate demand and market acceptance then we are likely to see fewer clients, and subsequently less revenue, than we anticipate. Market acceptance for our services may require substantial marketing efforts and the expenditure of significant funds, which we may not have available, to create awareness and demand among customers. If we cannot generate significant interest in the services we offer then it is possible that we may need to alter, or entirely change, our consulting services and it is possible that you may lose all or part of your investment.
Our financial performance depends on our ability to develop awareness of our seminar services and we may not be successful in doing so.
The continued development of awareness of the seminar services offered by our Company among our clients is critical to the continued acceptance and growth of our sales. If we are unable to continue to develop awareness of the programs, this could negatively impact our company’s ability to increase revenues and achieve profitability. The following are some of the factors that could prevent us from successfully continuing to develop awareness of the programs:
| ● | the emergence of more successful competitors; | |
| ● | customer dissatisfaction with our programs and services; | |
| ● | its failure to maintain or expand our brand. |
If our Company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to our shareholders.
In the event of the dissolution of our Company, the proceeds realized from the liquidation of our assets, if any, will be used primarily
to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers
of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized
and the claims to be satisfied there from.
If we fail to meet client expectations we may be negatively affected.
The risk of not meeting our clients’ expectations may result in a failure to increase or secure our market share. Our clients may not be satisfied with the seminar services we intend to offer, therefore there is a chance that they may choose alternative service providers or other competitors. This may result in decreased revenue and a decreased market share.
We may fail to attract clients to enroll in our seminar services.
The success of our business depends primarily on the number of participants enrolled in our seminar and the amount of seminar fees that the participants are willing to pay. Therefore, our ability to continue to attract people to enroll in our seminars without a significant decrease in seminar fees is critical to the continued success and growth of our business. This in turn will depend on several factors, including our ability to develop new seminar programs and enhance existing seminars to respond to changes in market trends and client demands, expand our geographic reach, manage our growth while maintaining the consistency of our teaching quality, effectively market our programs to a broader base of prospective clients. If we are unable to continue to attract people to enroll in our seminars without a significant decrease in seminar fees, our revenue may decline, and we may not be able to operate profitability.
Our business operations may be materially and adversely affected by the outbreak of the Coronavirus (“COVID-19”).
An outbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID-19” emerged in late 2019 and has spread globally. The COVID-19 is considered to be highly contagious and poses a serious public health threat. The World Health Organization labeled the COVID-19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January 30, 2020.
The epidemic has resulted in social-distancing restrictions, travel restrictions, and the temporary closure of stores and facilities during the past few months. The negative impacts of the COVID-19 outbreak on our business may include, but not strictly be limited to:
| - | The uncertain economic conditions may refrain clients from engaging our services. |
| - | At present, our PFL Seminar can only be conducted online via Zoom, or similar online platforms, as a result of Covid-related lockdown procedures. | |
|
- | The operations of businesses in most industries have been, and could continue to be, negatively impacted by the epidemic, which may in turn adversely impact their business performance. |
We are unable to accurately predict the impact that the COVID-19 will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak globally, and effectiveness of the actions that may be taken by governmental authorities. Additionally, it is possible that we may face similar difficulties from future events, such as this, should there be at any point another global pandemic. Economies throughout the world have been impacted significantly in a vast number of ways, and we cannot state with any level of certainty to what extent we may have been indirectly impacted by market conditions as a result of the pandemic and/or if the pandemic has forestalled, in any capacity, our growth to date.
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At present, the Company has conducted minimal operations, and there can be no assurances that our planned operations will succeed.
Currently, the operations of our Company have been limited to the creation of a personal financial literacy report for a client. There can be no assurances, or guarantees, that our efforts to market and successfully obtain clients for our other business consulting services will succeed. In the event that we cannot successfully complete our business objective you may lose all, or part, of your investments.
Our intellectual property is not currently protected by trademarks, patents, or copyrights.
If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
We have not filed for trademark, patent, or copyright protection. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us. Any future trademark and patent applications may not be approved.
In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights.
Although we have taken measures to protect our proprietary rights, including the use of encryption, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. Any of these events could have an adverse effect on our business and financial results.
Because we operate in a highly competitive industry, our revenues or profits could be harmed if we are unable to compete effectively.
The educational industry in which we operate is subject to intense competition. We compete against business consulting corporations which comparable services and operations, have an extensive operating history, have greater revenue and resources, amongst other advantages. If we cannot compete effectively we may not generate substantive revenue or profits which could negatively impact the value of our common stock.
We may fail to establish and maintain strategic relationships.
We believe that the establishment of strategic partnerships will greatly benefit the growth of our business, and we intend to seek out and enter into strategic alliances. We may not be able to enter into these strategic partnerships on commercially reasonable terms, or at all. Even if we enter into strategic alliances, our partners may not attract significant numbers of clients or otherwise prove advantageous to our business. Our inability to enter into new strategic alliances could have a material and adverse effect on our business.
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If we were to lose the services of Mr. Yee we may not be able to execute our business strategy.
We currently depend on the continued services and performance of the key member of our management team, comprised solely of Chee Yong Yee. His leadership has played an integral role in our company. The loss of the key member of our management team could disrupt our operations and have an adverse effect on our ability to grow our business. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.
If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.
Our future success depends on our continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very competitive. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.
Our principal executive offices are located in Malaysia and our Company has a non-U.S. resident Officer and Director. As such, it may be difficult to pursue legal action against our Company or Director.
Due to the fact that our Company’s executive office is located in Malaysia and our Company has non-U.S. resident Officers and Directors, the enforceability of civil liability provisions of U.S. federal securities laws against the company’s Officers and Directors, and company assets located in foreign jurisdictions, will be limited if possible at all.
A decline in general economic conditions could have a material adverse effect on our business, financial condition and results of operations.
Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. It is our opinion that in the event of an economic slowdown, spending habits of both consumers and businesses could be adversely affected and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations.
We expect our quarterly financial results to fluctuate.
We expect our revenue and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:
• General economic conditions;
• The number of clients for our business consulting services;
• Our ability to retain, grow our business and attract new clients;
• Administrative costs;
• Advertising and other marketing costs.
As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.
Our President, Chee Yong Yee, owns and controls 100% of the voting power of our outstanding capital stock. Subsequent to this offering, Chee Yong Yee will own and control 43% of the voting power of our outstanding capital stock should he sell all of his shares pursuant to the resale offering.
After the Company’s offering, and assuming all of the shares that are being registered herein of Chee Yong Yee are sold, he will own and control approximately 43% of our common stock. Collectively, Mr. Yee will have substantial voting power in all matters submitted to our stockholders for approval including:
• Election of our board of directors;
• Removal of any of our directors;
• Amendment of our Certificate of Incorporation or bylaws;
• Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
As a result of Mr. Yee’s ownership in the Company he is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Mr. Yee’s voting power may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
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The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:
-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
-be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and
-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.
Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.
We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
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Due to the fact that our officers and directors conduct outside business activities the attention and efforts of our officers and directors are not solely focused upon Birdie Win Corporation.
While our officer and director intends to devote as much time as necessary to the success and development of Birdie Win Corporation, however, Mr. Yee has outside interests that require a portion of his time every week. Currently Mr. Yee is prepared to dedicate 30 hours per week to the operations of Birdie Win Corporation. Although we believe his time, resources, and effort are allocated appropriately to allow for the Company’s future success, there can be no guarantee that his priorities will not shift in the future. In the event that their outside interests begin to take precedence over their positions in Birdie Win Corporation the Company may not experience the growth and success that is anticipated. In this event either corrective action will have to be taken or, in a worst case scenario, investors could lose all or part of their investments.
Due to the fact that we are a publicly reporting company we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.
Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly because an external third party consultant(s), attorney, or firm, may have to assist us in following the applicable rules and regulations for each filing on behalf of the company.
We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and director have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.
Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
Risks Relating to the Company’s Securities
We do not intend to pay dividends on our common stock.
We have no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade at a discount from the initial public offering price.
Prior to this offering there has been no public market for our common stock. The initial public offering price for our common stock may not be indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.
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Even if our shares become publicly quoted, your shares may not be “free-trading”.
Investors should understand that their shares of our common stock will not become “free-trading” merely because our Company is a publicly-quoted company. In order for the shares to become “free-trading,” the shares must be registered, or entitled to an exemption from registration under applicable law.
We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.
In order for our shares to be quoted, a market maker must agree to file an application with the Financial Industry Regulatory Authority (FINRA) to have our common stock quoted on the OTC Marketplace. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock.
We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur.
A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock.
A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction or further registration under the Securities Act.
We may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.
Our Certificate of Incorporation authorizes the issuance of 75,000,000 shares of common stock, of which 3,600,000 shares are issued and outstanding as of the date of this filing. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
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Risks Relating to this Offering
Investors cannot withdraw funds once invested and will not receive a refund.
Investors do not have the right to withdraw invested funds. Subscription payments will be paid to Birdie Win Corporation and held in our corporate bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.
Risk of losing one’s investment.
If our securities are not eligible for initial quotation, or if quoted, are not eligible for continued quotation on the OTC Marketplace, or a public trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be unable to sell their securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.
Our Chief Executive Officer and sole Member of our Board of Directors Mr. Chee Yong Yee does not have any prior experience conducting a best effort offering, and our best efforts offering does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to commence and sustain our business and our investors may lose their entire investment.
Mr. Yee does not have any experience conducting a best-efforts offering. Consequently, we may not be able to raise the funds needed to commence business operations. Also, the best efforts offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-efforts offering could be the basis of your losing your entire investment in us.
The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition of a “Penny Stock.”
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.
We are selling the shares of this offering without an underwriter and may be unable to sell any shares.
This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our Chief Executive Officer Mr. Chee Yong Yee, who will receive no commission. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.
Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.
We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that display real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing service, market or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
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If our common stock becomes quoted and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.
We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTCQB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.
In the event that our shares are traded, they may trade under $5.00 per share and thus will be a penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.
In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.
We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
The estimated cost of this registration statement is approximately $26,500. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTCQB. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 months will be approximately $30,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB.
If our common stock becomes listed or quoted and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.
We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTCQB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.
Investing in our company is highly speculative and could result in the entire loss of your investment.
Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.
Because we have 75,000,000 authorized shares of common stock, management could issue additional shares, diluting the current shareholders’ equity.
We are authorized to issue an aggregate of 75,000,000 shares of common stock, par value $.001 per share, of which only 3,600,000 are currently issued and outstanding. Our management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.
Because there is no public trading market for our common stock, you may not be able to resell your stock.
We intend to apply to have our common stock quoted on the OTC Market Group’s OTCQB Marketplace (“OTCQB”). This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be quoted or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, we may not be bale to convince any broker/dealers to act as market-makers and make quotations via the OTCQB. We may consider pursuing a quotation on the OTCQB after this registration becomes effective and we have completed our offering.
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The Company is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies.
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.
Emerging Growth Company
The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:
| · | be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act; |
| · | be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”; |
| · | be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting; |
| · | be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended; |
| · | be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and, |
| · | be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies). |
Our company will continue to be an emerging growth company until the earliest of:
| · | the last day of the fiscal year during which we have annual total gross revenues of $1.07 billion or more; |
| · | the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act; |
| · | the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or |
| · | the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2). |
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SUMMARY OF OUR FINANCIAL INFORMATION
The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.
BIRDIE WIN CORPORATION
BALANCE SHEET AS OF JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(AUDITED)
| As of July 31, 2021 | ||
| (Audited) | ||
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $ | 19,819 |
| Prepayment | 384 | |
| TOTAL CURRENT ASSETS | 20,203 | |
| NON-CURRENT ASSETS | ||
| Plant and equipment, net | $ | 901 |
| TOTAL NON-CURRENT ASSETS | 901 | |
| TOTAL ASSETS | $ | 21,104 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| CURRENT LIABILITIES | ||
| Accrued liabilities | $ | 5,250 |
| Amount due to a director | 2,681 | |
| Customer deposit | 10,000 | |
| TOTAL CURRENT LIABILITIES | 17,931 | |
| TOTAL LIABILITIES | $ | 17,931 |
| STOCKHOLDERS’ EQUITY | ||
| Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 3,600,000 shares as of July 31, 2021 | $ | 3,600 |
| Accumulated deficit | (427) | |
| TOTAL STOCKHOLDERS’ EQUITY | $ | 3,173 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 21,104 |
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BIRDIE WIN CORPORATION
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(AUDITED)
| From April 16, 2021 (Date of Inception) to July 31, 2021 | ||||||
| REVENUE | $ | 20,000 | ||||
| COST REVENUE | (148) | |||||
| GROSS PROFIT | $ | 19,852 | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES | (20,279) | |||||
| LOSS FROM OPERATION BEFORE INCOME TAX | $ | (427) | ||||
| INCOME TAX EXPENSES | - | |||||
| NET LOSS | $ | (427) | ||||
| OTHER COMPREHENSIVE INCOME | - | |||||
| TOTAL COMPREHENSIVE LOSS | $ | (427) | ||||
| NET LOSS PER SHARE- BASIC AND DILUTED | (0.00) | |||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | 3,600,000 | |||||
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MANAGEMENT’S DISCUSSION AND ANALYSIS
The Company was incorporated on April 16, 2021. Our cash and cash equivalents are $19,819 and our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month period, we require further funding.
Results of operations from April 16, 2021 (Date of Inception) to July 31, 2021
Revenues
From April 16, 2021 (Date of Inception) to July 31, 2021, the Company generated revenue in the amount of $20,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to various participant(s).
General and Administrative Expenses
From April 16, 2021 (Date of Inception) to July 31, 2021, the Company had general and administrative expenses in the amount of $20,279. These were primarily comprised of legal and professional fees, company incorporation fees, and audit fees.
Net Loss
Our net loss from April 16, 2021 (Date of Inception) to July 31, 2021 was $427.
Liquidity and Capital Resources
Cash Provided by Operating Activities
Net cash provided by operating activities was $17,146 from April 16, 2021 (Date of Inception) to July 31, 2021. Cash provided by operating activities was attributable to increases in accrued liabilities, the amount due to our director, and a customer deposit.
Cash Used In Investing Activity
For the year ended July 31, 2021, the Company had realized “cash used in investing activity” of $927. The cash used in investing activity was attributable to the purchase of equipment.
Cash Provided by Financing Activity
On April 16, 2021, our sole officer and director, Chee Yong Yee, purchased 3,600,000 shares of restricted common stock at a purchase price of $0.001 (par value) per share. The $3,600 in proceeds went directly to the Company to be used for working capital.
In regards to all of the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sale of the stock since the sale of the stock were made to non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
For the year ended July 31, 2021, we generated a total of $3,600 from the sale of our common stock.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
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This section includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.
As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.
Industry overview
Birdie Win Corporation (herein referred as the “Company”) primarily operates in Malaysia’s Financial Literacy Industry.
According to World Bank2, by the end of 2019 Malaysia had a population of 31.95 million with an annual growth rate of 1.72% and a GDP per capita of $11,414, growing at an annual compounding growth rate of 6.1% for the last 20 years. Financial planning has become an important practice among individuals as the country continues to develop and its economy grows. As the income of the population rises, the need to manage their money will become increasingly important.
Lack of financial planning will be one of the, if not the, primary outcome of a typical scenario nowadays when elderly individuals lack a budget upon retirement or find that their savings were inadequate to prepare for the expenses of old age. Proper financial planning is one of the most important things an individual can engage in so that a pre-retiree will achieve their desired retirement life. Financial planning can be defined as allocating some money from an individual’s salary to plan for their future life events.
For reference, in a study from statistics of the Malaysian Department of Insolvency3, the total number of bankruptcy cases in Malaysia reached 299,186 by end of 2019, which represented an increase of an average of 16,961 cases annually over the last 5 years. Throughout the 5 years ended December 31, 2019, personal spending accounted for 76.17% of all bankruptcies in the Malaysian population. Out of the 76.17% of bankruptcies caused by personal spending, personal loans accounted for 32.07%, hire purchase accounted for 21.53%, mortgages accounted for 12.57% and credit cards accounted for 10.00%.
According to Report of National Findings4 by Malaysia Financial Planning Council published in 2018, which collected 2,000 samples from Malaysia population specifically on financial literacy, one of the possible contributors to this phenomenon was the lack of information and knowledge regarding the financial literacy level of individuals in Malaysia, and how that reflected the individual’s readiness in pursuing personal financial planning.
In terms of cash flow management, almost 83.7% of the respondents allowed expenses to be sometimes higher than income in their general management of cash flows. The results revealed that respondents felt that it was all right to overspend, revealing a worrying trend among Malaysians. Only 16.3% of the respondents understood that expenses could not be higher than income. The results also revealed that some 7.3% believed in living life in the present, without the need for any preparation through savings for a rainy day. Thus, they did not make provisions for savings from their income.
In terms of credit management, it was revealed that 81.4% of the respondents understood that credit cardholders could not spend without limit and the longer repayment period involved the higher the cost of the overall loan. However, 18.6% still thought that a credit card allowed one to spend without limit.
In terms of general investment knowledge, 25.7% of the respondents believed that all investments in Malaysia were legitimate, while 74.3% were aware that not all investments were legitimate. Another finding indicated that 18.5% of the respondents thought all investments in Malaysia were profitable and low risk. In addition, 11.4% of respondents did not see the need for a 10% buffer fund as an allocation for emergency events.
In terms of retirement planning, the study revealed that only 56.2% of the respondents know that they cannot depend on their Employee Provident Fund savings (“EPF Savings”), Malaysia’s compulsory savings and retirement planning for private sector workers, for all costs of living after retirement. 43.8% of the respondents believed that they could depend on their EPF Savings for their living expenses after retirement. However, this belief in the adequacy of EPF Savings to meet retirement needs contradicts the findings of a study to determine the Adequacy of Retirement Income5 delivered by Ros, Noriszura & Zaidi in 2017. In addition, according to the EPF Operations Division Deputy Chief Executive Officer, Datuk Mohd Naim Daruwish’s statement, as reported by Malay Mail in September 20206, as many as 54% of Employees Provident Fund contributors aged above 54 have savings of less than Malaysia Ringgit (“MYR”) 50,000 (equivalent to around $13,000) for retirement, while the minimal retirement savings target should be MYR240,000 (equivalent to around $62,400) comparatively.
In terms of risk management, 57% of the respondents were illiterate in risk management as they did not understand the need for insurance. For them, insurance was a “nice to have” instead of a “need to have” on their list of priorities. In addition, 71.8% of the respondents believed that they could purchase an insurance policy at any point in their lifetime. Many were unaware that insurance companies performed risk analysis and implemented holistic risk measuring approaches before agreeing to insure an individual.
In terms of taxation, 57.2% respondents were generally unaware that not all working individuals would need to pay income tax. 74.4% of the respondents do not possess knowledge of fundamental tax computation, as in what are the items need to be included within tax computation. 25.6% were of the opinion that tax computation only encompassed income from salary.
In terms of estate planning, about 36.8% of the respondents were unaware that Wills could be modified after they had been written. There was a common misconception among the respondents of the need and purpose of a Will as 52.2% of the respondents answered that one could only write a Will if one had assets. Additionally, 47.8% of the respondents did not know that they could also assist their loved ones by writing a Will even if they did not have assets. The respondents did not understand that nominees could not be included in one’s Will as 76.7% were unaware that a Will could not supersede a nomination.
In terms of knowledge of financial institutions in Malaysia, only 55.8% of the respondents in this study were aware of the role of Agensi Kaunseling Dan Pengurusan Kredit (“AKPK”), an agency set up by the Federal Bank of Malaysia in April 2006 to help individuals to take control of their financial situations and the wise use of credit. Nonetheless, the respondents were aware of the roles of Federal Bank of Malaysia, Bursa Malaysia and Securities Commission Malaysia, with more than half responding correctly. This reflected that the respondents did have knowledge of Malaysia’s financial institutions and their respective roles and functions. However, it was also essential to note that 24.9% of the respondents thought that Federal Bank of Malaysia’s role was only to print currency to ensure an adequate supply in the market.
In addition, pursuant to Financial Behavior and State of Financial Well-Being of Malaysian Working Adults 20187 published by AKPK, it was found that financial education played an important role in improving financial behavior. Financial well-being refers to a person’s ability to meet current and ongoing financial obligations, feel secure in their financial future, and make choices that allow them to enjoy life. Pursuant to the study, the financial well-being of Malaysian Working Adults was in a compromised position and required immediate attention. This was evidenced from the survey which showed that a notable number of Malaysian working adults were unable to make ends meet, uncomfortable with their current financial situation and lack financial resilience. Many did not have funding for emergency needs and could not cover three months’ expenses if retrenched. Almost 3 out of 10 Malaysian working adults needed to borrow to buy essential goods which led to high indebtedness. This is a significant ongoing problem that we hope to begin to address through our business model.
The survey findings by Agensi Kaunseling dan Pengurusan Kredit (AKPK) on Financial Behaviour and State of Financial Well-Being of Malaysian Working Adults 2018 (AFBES’18)5 found that financial education plays an important role in improving financial behaviour.
Financial well-being refers to a person’s ability to meet current and ongoing financial obligations, feel secure in their financial future, and make choices that allow them to enjoy life.
According to the survey, the financial well-being of Malaysian Working Adults is in a compromised position and warrants immediate attention. This is evidenced from the survey which shows that a notable number of Malaysian Working Adults are unable to make ends meet, uncomfortable with their current financial situation and lack financial resilience. Many do not have money for emergency needs, medical expenses, and cannot cover three months’ expenses if retrenched. Almost 3 out of 10 Malaysian Working Adults need to borrow to buy essential goods which leads to high indebtedness.
In Malaysia, both young and older individuals have lesser level of financial literacy education. They are not exposed much about the basic financial literacy education like concepts, with thoughtful effect of saving, retirement planning, mortgages, and other decisions.
Recent surveys conducted by the Organisation for Economic Co-operation and Development and Bank Negara Malaysia indicate that Malaysians have low financial knowledge and practice a “myopic live for today” attitude when it comes to personal financial management.
The current state of financial literacy in Malaysia according to National Strategy for Financial Literacy 2019-20236
| - | Malaysians have low confidence regarding their own financial knowledge – 1 in 3 Malaysians rate themselves to be of low financial knowledge. |
| - | 75% of Malaysians understand that inflation means that cost of living is rising, but only 38% can understand the effects of inflation on their own purchasing power. |
| - | Low income households tend to have lower financial knowledge. |
| - | 76% of Malaysians have a budget, but 2 in 5 find it difficult to keep to the budget. |
| - | 43% of Malaysians understand that the growth of money is compounded over time, while 22% believe that money grows on linear basis |
| - | 1 in 10 Malaysians believe that they are not disciplined in managing their finances. |
| - | 1 in 5 Malaysian working adults did not save in the previous six months. |
| - | 84% of Malaysians who claim to save regularly do so only for the immediate term i.e. typically withdrawn at month-end to cover daily subsistence expenses. |
| - | Only 24% of Malaysians are able to sustain living expenses for at least 3 months or more if they lose their main source of income (10% can sustain for more than 6 months). |
| - | 41% of Malaysians rely on their EPF savings as the main source of income for retirement. |
| - | Almost half of Malaysians are not confident of having an adequate stream of income for retirement. |
| - | 16% of Malaysians are very worried about household expenses in their old age. |
References
1 https://data.worldbank.org/indicator/NY.GDP.MKTP.CD?locations=MY
2 https://www.mfpc.org.my/wp-content/uploads/2018/04/CMDFreport2018.pdf
3 https://ijie.um.edu.my/article/view/5059/2896
4 https://www.malaymail.com/news/malaysia/2020/09/25/epf-over-50pc-contributors-above-54-have-savings-of-below-rm50000/1906759
5 https://www.akpk.org.my/sites/default/files/AKPK_Financial%20Behaviour%20and%20State%20of%20Finanical%20Well-being%20of%20Malaysian%20Working%20Adult.pdf
6 https://fenetwork.my/v2/wp-content/uploads/2020/07/National-Strategy-ENG-F.pdf
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This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.
Corporate History
The Company
Birdie Win Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 16, 2021.
On April 16, 2021, Mr. Chee Yong Yee was appointed as President, Secretary, Treasurer, Chief Executive Officer, and Director.
On April 16, 2021, the Company issued 3,600,000 shares of restricted common stock, with a par value of $0.001 per share, to Mr. Chee Yong Yee in consideration of $3,600. The $3,600 in proceeds went to the Company to be used as working capital.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Birdie Win Corporation offers financial literacy seminar services, with a focus on providing such services to customers in Malaysia.
Business Overview
Birdie Win Corporation is headquartered in Selangor, Malaysia. We provide financial literacy seminar services to Malaysian individuals and families. Our mission is to improve the financial well-being of our clients which coincides with the Malaysia National Strategy for Financial Literacy 2019-20231.
Business & Revenue Model
The Company believes there is enormous opportunity in promoting, and at the same time profiting from, financial literacy in Malaysia. At present, the only service that has been provided by the Company is the one-on-one Personal Financial Literacy Seminar (herein referred as “PFL Seminar”). All other additional services are prospective, and have not, as of this point in time, been performed for any clients yet, nor do we have a definitive timeline for when we may begin to offer such services. We believe that we have the capacity to offer our services immediately upon securing an agreement with a client.
Our PFL Seminar focuses on elevating our clients’ financial literacy and teaching them responsible financial behaviors and rational attitudes towards financial management. Our PFL Seminar aims to improve clients’ awareness and capability to make rational financial decision throughout their life stages, which leads to sustained improvements in their financial behavior. We believe that raising financial literacy is a key to empower clients with the financial knowledge and skills to improve their financial well-being. Financially capable clients could interact responsibly with their financial service providers, which in turn builds a healthy financial lifestyle. At present, our PFL Seminar is taught solely by the Company’s President. We intend to hire additional instructors in the future, depending on the success of our operations, and will require that all instructors have relevant training/background and that the follow a standard of procedure (SOP), that has yet to be developed, in order to ensure that their lessons meet the quality standards we require.
Our PFL Seminar is a one-on-one workshop, presently conducted online via Zoom due to the Covid-19 pandemic, which consists of four sessions and the clients are expected to devote at least three hours per session as elaborated below:
Session 1: Financial Management Knowledge, Tool and Resources
Studies reveal that Malaysians lack sufficient confidence in their financial knowledge and skills. According to the Malaysia National Strategy for Financial Literacy 2019-20231, it was found that one-third of Malaysians rated their financial knowledge as low; while one-tenth felt that they were not disciplined when it came to their financial budgeting.
Session 1 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:
| 1. | Knowledge of financial concepts; |
| 2. | Ability to live within means; |
| 3. | Management of expected and unexpected expenses; |
| 4. | Being vigilant to avoid financial scams; and |
| 5. | Ability to assess the risks and benefits of financial products and services. |
Session 2: Long-term Financial Planning Knowledge
Our research indicates Malaysians tend to save without clear goals and “live for today”, leaving them with insufficient funds for major expenses. According to the Malaysia National Strategy for Financial Literacy 2019-20231, it was found that 84% of Malaysians who claim to save regularly do so only for the immediate term. These savings are typically withdrawn by the end of the month with no accumulation of wealth. The absence of long-term goals leaves many Malaysians ill-prepared to deal with both expected and unexpected expenses such as loss of income, serious illness, accidents, pandemic, etc.
Session 2 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:
| 1. | The use of innovation guides and tools to improve long-term financial planning; |
| 2. | Awareness and knowledge of the benefits of seeking appropriate professional advice on financial planning; |
| 3. | The importance of voluntary savings and income diversification; and |
| 4. | The importance of long-term financial plans for retirement. |
The desired outcomes of this session are inculcating clients with the habit of long-term planning for different life stages or events, such as marriage, having children, performing pilgrimage, death and illness. Clients will also be aware of the importance of funding sufficiency to meet their future financial needs and retirement life.
Session 3: Protect Your Money
We believe it is increasingly important to be financially literate in this era of digitization, as online information can be overwhelming and even inaccurate. Furthermore, as new financial products and services, such as internet banking and mobile payments, are growing in popularity, the capability to validate and verify such information is crucial before making any financial decisions.
Expectations of unrealistically high returns also increase the risk of falling victim to scams and illegal financial schemes. We believe with enough financial knowledge; our clients will be able to make the distinction between legitimate products and fraudulent schemes and be aware of avenues to seek help when in doubt.
Session 3 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:
| 1. | Provide better understanding of risks and returns; |
| 2. | Improve awareness of the innovation of financial products and its implications; |
| 3. | Raise awareness on financial scams and fraud; and |
| 4. | Explain the risks of sophisticated financial products and services. |
Session 3 of PFL Seminar should increase clients’ awareness and understandings on the key features of certain financial products and services. They should also be able to identify suitable financial products based on their risk appetites and objectives and make rational financial decisions.
Session 4: Personal Financial Report Preparation and Analysis
Session 4 of our PFL Seminar equips our clients with the skills to generate their own Personal Financial Report by using third party financial planning software with goal-planning and scenario-based features. The Personal Financial Report should take into consideration of local financial markets system, social welfare system, quality of health care services, tax regulations and current economic indicators such as inflation rate, nominal real interest, regional GDP growth rate and unemployment rate.
We also educate our clients on how to analyze their Personal Financial Reports to understand their financial situations and evaluate to what extent their goals, needs and priorities can be met by their resources and current course of action. One useful function of the Personal Financial Report is financial ratio analysis which allows the client to evaluate their financial health. The financial ratio includes solvency ratio, investment assets to net worth ratio, debt to total assets ratio, debt to income ratio, liquidity ratio and saving ratio.
Based on the Personal Financial Report, we also equip clients with the skills needed to forecast their pre-retirement wealth accumulation and post-retirement expenses by assuming constant consumption and investment patterns. The Personal Financial Report also creates simulations of both optimistic and pessimistic wealth accumulation scenarios, including longevity risks. Additionally, if the client is married or in a long-term partnership, the plan should include survivorship considerations and projected financial scenarios for the surviving partner.
Session 4 of our PFL Seminar intends to empower our clients to be able to prepare and analyze their Personal Financial Report which provides guidance for rational decision-making and serves as both a roadmap to successful financial planning and a bulwark against potential mistakes or misdeeds. Our proposed content of the Personal Financial Report is as follows:
| 1. | Disclaimer |
| 2. | Financial Overview |
| 3. | Personal Information |
| 4. | Balance Sheet |
| 5. | Cash Flow |
| 6. | Financial Ratios Analysis |
| 7. | Financial Goals |
| 8. | Insurance Coverage |
| 9. | Investment Strategy |
We will not advise any specific insurance product or investment product issued by any financial institutes, including bank, insurance company, fund house, etc. This will enhance the independence and accuracy of the Personal Financial Report through avoidance of potential conflicts of interest. Instead of any specific insurance or investment product, we will recommend the proposed amount of sum insured for insurance portion while the asset class allocation for the investment strategy portion.
Once the client is satisfied with the Personal Financial Report generated, the client needs to decide the timing of implementation. We can accompany the client to visit different financial institutes and help to sort out the suitable products, which are relevant and consistent with their Personal Financial Reports, in order to avoid mis-selling or mis-matching between the client and products’ objective and risk.
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Personal Financial Report Review and Evaluation Program
Personal Financial Report Review and Evaluation Program enables our existing clients to understand how their investment portfolio is performing and whether their financial goals are likely to be achieved. Our clients can subscribe to the program after their Personal Financial Reports are generated. We can review and re-assess a client’s Personal Financial Reports to check whether their portfolio management is in line with their investment strategy, and whether any changes are required to achieve the clients’ goals. During the program, the client can obtain a better picture on their goal achievement progress, process consistency and portfolio performance. Furthermore, if there is any update on our program, we will invite those existing clients to join the updated session at a discounted fee.
Pricing
We generate our revenues by providing PFL Seminar services to Malaysian individuals and families. The one-time PFL seminar fees are typically a flat fee, which is currently proposed as $10,000 for each client.
Furthermore, we charge our clients who subscribe to our Personal Financial Report Review and Evaluation Program recurring consulting fees. The amount is negotiated on a case-by-case basis depending on the nature and extent of our services, such as investor coordination, investment advisory services and distribution of periodic product performance reports computed.
Marketing
We believe word-of-mouth is an especially effective marketing tool for our business. We intend to engage in nationwide marketing initiatives to further raise our brand awareness while continuing to improve client satisfaction to strengthen our word-of-mouth referrals.
We expect to increase our marketing efforts through our President’s personal networks and industry association channels which have not, at this point of time, been fully identified. Our President leverages various resources in performing tasks, including their social connections and referrals from existing clients.
Additionally, we intend to bolster our professional reputation and image by showcasing our knowledge and industry expertise via marketing campaigns through various forms of media, including our website at www.birdiewin.com. We have undefined plans to initially market our services through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings. Furthermore, we plan to begin a social media campaign utilizing blogs, twitter, Facebook, and LinkedIn. A targeted campaign is intended to be made to focus on individuals and families. At this point in time, we cannot state with any certainty when we will commence with the aforementioned marketing activities.
Industry Competition
The financial literacy services industry is very competitive and fragmented in the market niche in which our Company operates. There are limited barriers to entry and new competitors frequently enter the market. A significant number of our competitors possess substantially greater resources than we possess. Additionally, we face substantial competition for potential clients and for technical and professional personnel from providers of similar specialties, which range from giant national wealth management firm, private banks and family offices headquartered in Malaysia.
The majority of our competitors are banks, wealth management firms, and insurance brokers who aim to sell their own products by providing financial literacy services. As such, we feel that we have a competitive advantage over many of our competitors, in that we do not sell any specific insurance or investment product, and instead strive to maintain our independence and avoid potential conflicts of interest. We believe that our clients will feel assured that the quality of our services and recommendations are not hampered by the need to sell any additional products.
We believe that existing and new competitors will continue to improve their services and introduce new services with competitive pricing and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market share by reducing our prices to meet competition or maintain prices, which would likely sacrifice market share. Sales and overall profitability could be reduced in either case.
Future Plans
Our future plans include expanding the appeal of our services to the South East Asia market, although we do not have any distinct timeline in which we will begin conducting these plans save for the fact that we plan to hire more employees to support our operations. To achieve this, we will allocate resources in marketing campaign through social media, and we plan to hire new employees to support increased online interaction with potential customers. We also plan to advertise online through advertisements that a user may be able to click on to learn more about us and/or our products. We believe we will need to hire additional employees to implement the aforementioned plan to increase our marketing presence. In the future we will continue to evaluate the possibility of expanding our service offerings to meet the needs of potential new clients and offer an expanded range of services to any potential clients we may consummate agreements in the future.
In the coming months, the Company plans to promote its services through existing contacts and participation in networking events and business seminars where we will be able to interact with and meet with potential new clients.
Employees
As of July 31, 2021, we have one employee which is our President and sole director, Mr. Chee Yong Yee. Currently, Mr. Yee has the flexibility to work on our business up to 30 hours per week, but is prepared to devote more time if necessary. The Company intends to employ 10 employees by the end of 2021, with 3 employees designated to management and administration, 1 employee to marketing, and 6 professionals to providing financial literacy seminar services. It is the intention of the Company to focus on hiring employees who possess industry-recognized qualifications, are primarily recruited from reputable institutions in the wealth management industry and have an average of approximately 9 years of industry experience.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director.
Government Regulations
Birdie Win Corporation solely provides financial literacy seminar services, and we will not take part in any distribution of financial products, such as insurance or investment products. We are not required to obtain any license that we are aware of except possibly business registration licenses in jurisdictions we may intend to operate in.
However, from time to time during one-on-one PFL Seminar and Personal Financial Report Review and Evaluation Program, the Company or employee of the Company will come across personal data as defined under Malaysia Personal Data Protective Act 2010 (herein referred as “PDPA”). According to PDPA, Data User, such as the Company or employee of the Company, shall not process personal data about a data subject unless the data subject has given his consent to the processing of the personal data.
References
1https://fenetwork.my/v2/wp-content/uploads/2020/07/National-Strategy-ENG-F.pdf
2https://data.worldbank.org/indicator/NY.GDP.MKTP.CD?locations=MY
3http://www.mdi.gov.my/index.php/legislation/bankruptcy/1786-bankruptcy-statistic-disember-2020
4https://www.mfpc.org.my/wp-content/uploads/2018/04/CMDFreport2018.pdf
5https://ijie.um.edu.my/article/view/5059/2896
6https://www.malaymail.com/news/malaysia/2020/09/25/epf-over-50pc-contributors-above-54-have-savings-of-below-rm50000/1906759
7https://www.akpk.org.my/sites/default/files/AKPK_Financial%20Behaviour%20and%20State%20of%20Finanical%20Well-being%20of%20Malaysian%20Working%20Adult.pdf
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Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.025. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $200,000 as anticipated.
| Next 12 months (Planned Actions) | If 1,200,000 shares (25%) are sold: |
If 2,400,000 shares (50%) are sold: |
If 3,600,000 shares (75%) are sold: |
If 4,800,000 shares (100%) are sold: |
| Staffing | $ - | $ 11,000 | $ 21,000 | $ 31,000 |
| Advertising and Marketing Expenses | $ - | $ 11,000 | $ 21,000 | $ 31,000 |
| Funding for Day to Day Operations | $ 3,000 | $ 11,000 | $ 21,000 | $ 31,000 |
| Offering Expenses | $ 27,000 | $ 27,000 | $ 27,000 | $ 27,000 |
| TOTALS | $ 30,000 | $ 60,000 | $ 90,000 | $ 120,000 |
The above figures represent only estimated costs for the next 12 months. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests.
The Company estimates the costs of this offering at about $26,500. All expenses incurred in this offering are being paid for by the Company. The Company will utilize offering proceeds from this offering to pay for any offering expenses however, the Company may also elect to use available existing cash on hand to pay for any offering expenses.
DETERMINATION OF OFFERING PRICE
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed or quoted on a public exchange, we will be filing to obtain a listing on the OTCQB concurrently with the filing of this prospectus. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock.
There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.
- 19 -
The price of the current offering is fixed at $0.025 per share.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
The following table illustrates the dilution to the purchasers of the common stock in this offering.
Note: “Net increase to original shareholder” below is based upon a par value of $0.001.
| (25% of the shares are sold in the offering) | (50% of the shares are sold in the offering | (75% of the shares are sold in the offering) | (100% of the shares are sold in the offering) | ||||||||||
| Offering Price Per Share | $ | 0.025 | $ | 0.025 | $ | 0.025 | $ | 0.025 | |||||
| Book Value Per Share Before the Offering | $ | 0.0009 | $ | 0.0009 | $ | 0.0009 | $ | 0.0009 | |||||
| Book Value Per Share After the Offering | $ | 0.0069 | $ | 0.0105 | $ | 0.0129 | $ | 0.0147 | |||||
| Net Increase to Original Shareholder | $ | 0.0060 | $ | 0.0096 | $ | 0.012 | $ | 0.0138 | |||||
| Decrease in Investment to New Shareholders | $ | 0.0181 | $ | 0.0145 | $ | 0.0121 | $ | 0.0103 | |||||
| Dilution to New Shareholders (%) | 72.36 | % | 58.00 | % | 48.40 | % | 41.20 | % |
Net Value Calculation
If 100% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 3,173 | ||
| Net proceeds from this offering | 120,000 | |||
| $ | 123,173 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 3,600,000 | |||
| Shares of common stock to be sold in this offering (100%) | 4,800,000 | |||
| 8,400,000 |
Net Value Calculation
If 75% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 3,173 | ||
| Net proceeds from this offering | 90,000 | |||
| $ | 93,173 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 3,600,000 | |||
| Shares of common stock to be sold in this offering (50%) | 3,600,000 | |||
| 7,200,000 |
Net Value Calculation
If 50% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 3,173 | ||
| Net proceeds from this offering | 60,000 | |||
| $ | 63,173 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 3,600,000 | |||
| Shares of common stock to be sold in this offering (50%) | 2,400,000 | |||
| 6,000,000 |
Net Value Calculation
If 25% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 3,173 | ||
| Net proceeds from this offering | 30,000 | |||
| $ | 33,173 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 3,600,000 | |||
| Shares of common stock to be sold in this offering (25%) | 1,200,000 | |||
| 4,800,000 |
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The Company has 3,600,000 shares of common stock issued and outstanding as of the date of this prospectus. Pursuant to this offering the Company is registering 4,800,000 shares of its common stock for sale at the fixed price of $0.025 per share for the duration of the offering.
There is no arrangement to address the possible effect of the offering on the price of the stock.
In connection with the Company’s selling efforts in the offering, our Chief Executive Officer will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Our Chief Executive Officer is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our Chief Executive Officer, Mr. Yee, will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Yee has not, nor has he been within the past 12 months, a brokers or dealer, and he has not, nor has been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our Chief Executive Officer will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our Chief Executive Officer will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
The Company will receive all proceeds from the sale of the 4,800,000 shares being offered on behalf of the Company itself. The price per share is fixed at $0.025 for the duration of this offering. Although our common stock is not listed or quoted on a public exchange or quoted over-the counter, we intend to seek to have our shares of common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.025 for the duration of this offering. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.025 per share.
Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. Although we believe that in the future we will meet the eligibility requirements in order to be quoted on the OTCQB, we cannot quantify the likelihood that this will be the case. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock.
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.
In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
The Company estimates the costs of this offering at about $26,500. All expenses incurred in this offering are being paid for by the Company. The Company will utilize offering proceeds from this offering to pay for any offering expenses however, the Company may also elect to use available existing cash on hand to pay for any offering expenses.
Procedures for Subscribing (Shares offered by us, “The Company”)
If you decide to subscribe for any shares in this offering that are offered by us, “The Company”, you must
- Execute and deliver a subscription agreement; and
- Deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be either made payable to (i) “Birdie Win Corporation”, or (ii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.
Right to Reject Subscriptions (Shares offered by us, “The Company”)
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.
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We have authorized capital stock consisting of 75,000,000 shares of common stock, $0.001 par value per share (“Common Stock”). As of the date of this filing we have 3,600,000 shares of Common Stock issued and outstanding.
Common Stock
The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.
Preferred Stock
At this time, we have no preferred stock authorized.
Options and Warrants
None.
Convertible Notes
None.
Dividend Policy
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Transfer Agent
At this time, we do not have a transfer agent.
Penny Stock Regulation
The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.
- 22 -
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock offered hereby will be passed upon for us by Carl P. Ranno, Esq.
The financial statements included in this prospectus and the registration statement have been audited by JP Centurion & Partners Plt, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The Company’s office space is located at D109, Level 1, Block D, Kelana Square, Jalan SS 7/26, 47301 Petaling Jaya, Selangor, Malaysia. The Company rents this office space from a third party at a price of approximately $484 a year. The term of the rental is from May 17, 2021 through May 16, 2022.
- 23 -
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
None.
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Biographical information regarding the officers and directors of the Company, who will continue to serve as officers and Directors of the Company are provided below:
Officer Biographies
| NAME | AGE | POSITION |
| Chee Yong Yee | 27 | Chief Executive Officer, President, Secretary, Treasurer, Director |
Chee Yong Yee – Chief Executive Officer, President, Secretary, Treasurer, Director
In 2015, Mr. Yee graduated from the Lancaster University with a Bachelor of Science (Hons) in Accounting and Finance. In December 2015, he started his career as a Corporate Finance Engineer at the Greenpro Resources Sdn Bhd, a Hong Kong based multinational company. He was responsible for the daily operations which included, but were not limited to, transaction advisory, corporate restructuring, accounting, tax planning and advisory, audit arrangement, and investor relations of Greenpro Capital Corp, the parent company of Greenpro Resources Sdn. Bhd. In June 2018, Mr.Yee was promoted as the Assistant Manager of Greenpro Resources Sdn. Bhd. Mr.Yee left this position in February 2019 and joined Hexcellence Consulting Sdn. Bhd. in April 2019. Hexcellence Consulting Sdn. Bhd. is a Malaysia-based boutique corporate advisory firm, which specializes in merger and acquisitions, corporate reporting services, corporate secretarial services, business restructuring, and due diligence advisory services.
In April 2021, Mr. Yee founded Birdie Win Corporation, and serves as our President, Secretary, Treasurer, and Director.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.
- 24 -
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Director and our Executive Officer have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members on our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
Summary Compensation Table:
Name and principal position (a) |
Year ended July 31, (b) |
Salary ($) (c) |
Bonus ($) (d) |
Stock Compensation ($) (e) |
Option Awards ($) (f) |
Non-Equity Incentive Plan Compensation ($) (g) |
Nonqualified Deferred Compensation Earnings ($) (h) |
All Other Compensation ($) (i) |
Total ($) (j) |
|||||||||||||||
Chee Yong Yee Title: Chief Executive Officer, President, Secretary, Treasurer, Director |
2021 | $ - | - | - | - | - | - | $ - | $ - | |||||||||||||||
- 25 -
Summary of Compensation
Stock Option Grants
We have not granted any stock options to our executive officer since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with our Officer or Director.
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of August 27, 2021 the Company has 3,600,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned |
| Executive Officers and Directors | |||||
Chee Yong Yee Title: President, Secretary, Treasurer, Chief Executive Officer, and Director Address: No. D109, Level 1, Block D, Kelana Square, Jalan SS 7/26, 47301Petaling Jaya, Selangor, Malaysia |
3,600,000 | 100% | - | - | 100% |
| 5% or Greater Shareholders | |||||
None |
- | - | - | - | - |
Beneficial ownership in the table above has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 16, 2021, the Company issued 3,600,000 shares of restricted common stock, with a par value of $0.001 per share, to Mr. Chee Yong Yee in consideration of $3,600. The $3,600 in proceeds went to the Company to be used as working capital.
Mr. Chee Yong Yee, currently our only shareholder, serves as our Chief Executive Officer, President, Secretary, Treasurer and Director.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
As of July 31, 2021, our sole director, Mr. Chee Yong Yee, advanced $2,681 to the Company, which is unsecured and non-interest bearing and is repayable on demand.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer, Director and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Director will continue to approve any related party transaction.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| For the Year Ended July 31, 2021 | ||||
| Audit fees | $ | 5,000 | ||
| Audit related fees | - | |||
| Tax fees | - | |||
| All other fees | - | |||
| Total | $ | 5,000 |
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
None.
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FINANCIAL STATEMENTS AND EXHIBITS
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Audited Financial Statements | ||
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 | |
| BALANCE SHEET AS OF JULY 31, 2021 | F-3 | |
| STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021 | F-4 | |
| STATEMENT OF STOCKHOLDERS’ EQUITY FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021 | F-5 | |
| STATEMENT OF CASH FLOWS FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021 | F-6 | |
| NOTES TO THE FINANCIAL STATEMENTS | F-7 – F-9 |
- F1 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Birdie Win Corporation
D109, Level 1, Block D
Kelana Square, Jalan SS 7/26
47301 Petaling Jaya
Selangor, Malaysia
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Birdie Win Corporation (the ‘Company’) as of July 31, 2021 and the related statements of income, stockholders’ equity, and cash flows for the period from inception on April 16, 2021 to July 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021, and the results of its operations and its cash flows for the period from inception on April 16, 2021 to July 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.
| /s/JP CENTURION & PARTNERS PLT | |
| JP CENTURION & PARTNERS PLT | |
We have served as the Company’s auditor since 2021. | |
| Kuala Lumpur, Malaysia | |
| August 27, 2021 | |
- F2 -
BIRDIE WIN CORPORATION
BALANCE SHEET AS OF JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(AUDITED)
| As of July 31, 2021 | ||
| (Audited) | ||
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $ | 19,819 |
| Prepayment | 384 | |
| TOTAL CURRENT ASSETS | 20,203 | |
| NON-CURRENT ASSETS | ||
| Plant and equipment, net | $ | 901 |
| TOTAL NON-CURRENT ASSETS | 901 | |
| TOTAL ASSETS | $ | 21,104 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| CURRENT LIABILITIES | ||
| Accrued liabilities | $ | 5,250 |
| Amount due to a director | 2,681 | |
| Customer deposit | 10,000 | |
| TOTAL CURRENT LIABILITIES | 17,931 | |
| TOTAL LIABILITIES | $ | 17,931 |
| STOCKHOLDERS’ EQUITY | ||
| Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 3,600,000 shares as of July 31, 2021 | $ | 3,600 |
| Accumulated deficit | (427) | |
| TOTAL STOCKHOLDERS’ EQUITY | $ | 3,173 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 21,104 |
The accompanying notes are an integral part of these financial statements.
- F3 -
BIRDIE WIN CORPORATION
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(AUDITED)
| From April 16, 2021 (Date of Inception) to July 31, 2021 | ||||||
| REVENUE | $ | 20,000 | ||||
| COST REVENUE | (148) | |||||
| GROSS PROFIT | $ | 19,852 | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES | (20,279) | |||||
| LOSS FROM OPERATION BEFORE INCOME TAX | $ | (427) | ||||
| INCOME TAX EXPENSES | - | |||||
| NET LOSS | $ | (427) | ||||
| OTHER COMPREHENSIVE INCOME | - | |||||
| TOTAL COMPREHENSIVE LOSS | $ | (427) | ||||
| NET LOSS PER SHARE- BASIC AND DILUTED | (0.00) | |||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | 3,600,000 | |||||
The accompanying notes are an integral part of these financial statements.
- F4 -
BIRDIE WIN CORPORATION
STATEMENT OF STOCKHOLDERS’ EQUITY
FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(AUDITED)
| COMMON STOCK | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||
| Number of shares | Amount | ||||||||
| Balance as of April 16, 2021 (Date of Inception) | - | $ | - | $ | - | $ | - | $ | - |
| Issuance of share capital, founder’s shares | 3,600,000 | 3,600 | - | - | 3,600 | ||||
| Net loss | - | - | - | (427) | (427) | ||||
| Balance as of July 31, 2021 | 3,600,000 | 3,600 | - | (427) | 3,173 | ||||
The accompanying notes are an integral part of these financial statements.
- F5 -
BIRDIE WIN CORPORATION
STATEMENT OF CASH FLOWS
FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(AUDITED)
| From April 16, 2021 (Date of Inception) to July 31, 2021 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Net loss | $ | (427) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||
| Depreciation expenses | 26 | ||
| Changes in operating assets and liabilities: | |||
| Prepayment | (384) | ||
| Accrued liabilities | 5,250 | ||
| Amount due to a director | 2,681 | ||
| Customer deposit | 10,000 | ||
| Net cash provided by operating activities | 17,146 | ||
| CASH FLOWS FROM INVESTING ACTIVITY: | |||
| Purchase of plant and equipment | $ | (927) | |
| Net cash used in investing activity | (927) | ||
| CASH FLOWS FROM FINANCING ACTIVITY: | |||
| Proceeds from issuance of shares | $ | 3,600 | |
| Net cash provided by financing activity | 3,600 | ||
| Effect of exchange rate changes on cash and cash equivalent | - | ||
| Net increase in cash and cash equivalents | 19,819 | ||
| Cash and cash equivalents, beginning of period | - | ||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 19,819 | |
| SUPPLEMENTAL CASH FLOWS INFORMATION | |||
| Income taxes paid | $ | - | |
| Interest paid | $ | - | |
The accompanying notes are an integral part of these financial statements.
- F6 -
BIRDIE WIN CORPORATION
NOTES TO FINANCIAL STATEMENTS
FROM APRIL 16, 2021 (DATE OF INCEPTION) TO JULY 31, 2021
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
1. ORGANIZATION AND BUSINESS BACKGROUND
Birdie Win Corporation, a Nevada corporation, (“the Company”) was incorporated under the laws of the State of Nevada on April 16, 2021.
Birdie Win Corporation is headquartered in Kuala Lumpur, Malaysia. We provide financial literacy seminar services to Malaysian individuals and families. Our mission is to improve the financial well-being of our clients.
The Company’s executive office is located at D109, Level 1, Block D, Kelana Square, Jalan SS 7/26, 47301 Petaling Jaya, Selangor, Malaysia.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The financial statements for Birdie Win Corporation for the period from April 16, 2021 (Date of Inception) to July 31, 2021 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:
| Classification | Useful Life | |
| Computer and Software | 3 years |
Revenue Recognition
Revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the provision of services upon delivery of the finalized Personal Financial Report to the customer.
Earnings Per Share
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.
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Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value Measurement
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recently issued and adopted accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
COVID-19 Uncertainty
An outbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID-19” emerged in late 2019 and has spread globally. The COVID-19 is considered to be highly contagious and poses a serious public health threat. The World Health Organization labeled the COVID-19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January 30, 2020.
The epidemic has resulted in social-distancing restrictions, travel restrictions, and the temporary closure of stores and facilities during the past few months. The negative impacts of the COVID-19 outbreak on our business may include, but not strictly be limited to:
| - | The uncertain economic conditions may refrain clients from engaging our services. |
| - | The operations of businesses in most industries have been, and could continue to be, negatively impacted by the epidemic, which may in turn adversely impact their business performance. |
We are unable to accurately predict the impact that the COVID-19 will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak globally, and effectiveness of the actions that may be taken by governmental authorities. Additionally, it is possible that we may face similar difficulties from future events, such as this, should there be at any point another global pandemic. As of the current date, we do not believe that we have been directly impacted by Covid-19. However, economies throughout the world have been impacted significantly in a vast number of ways, and we cannot state with any level of certainty to what extent we may have been indirectly impacted by market conditions as a result of the pandemic and/or if the pandemic has forestalled, in any capacity, our growth to date.
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3. PLANT AND EQUIPMENT
Plant and equipment consisted of the following as of July 31, 2021:
As of July 31, 2021 |
||||
| Computer and Software | $ | 927 | ||
| Less: accumulated depreciation | (26 | ) | ||
| Plant and equipment, net | $ | 901 | ||
Depreciation expense for the period ended July 31, 2021 was $26.
4. AMOUNT DUE TO A DIRECTOR
As of July 31, 2021, the sole director of the Company advanced $2,681 to the Company, which is unsecured and non-interest bearing and is repayable on demand.
Our director, Yee Chee Yong, has not been compensated for the services.
5. SHAREHOLDERS’ EQUITY
The Company has 75,000,000 shares of common stock authorized.
On April 16. 2021, upon the incorporation of the Company, Yee Chee Yong, subscribed 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.
As of July 31, 2021, the Company has 3,600,000 shares of common stock issued and outstanding.
6. INCOME TAX
The loss from operation before income tax of the Company from April 16, 2021 to July 31, 2021 was comprised of the following:
| From April 16, 2021 to July 31, 2021 | ||||
| Tax jurisdictions from: | ||||
| – Local | $ | (427) | ||
| Loss from operation before income tax | $ | (427) | ||
United States of America
The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of July 31, 2021, the operations in the United States of America incurred $427 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance of approximately $90 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of July 31, 2021:
As of July 31, 2021 |
||||
| Deferred tax assets: | ||||
| Net operating loss carryforwards | ||||
| - United States of America | $ | 90 | ||
| Less: valuation allowance | (90 | ) | ||
| Deferred tax assets | $ | - | ||
Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $90 as of July 31, 2021.
7. CONCENTRATIONS OF RISK
Customer Concentration
From April 16, 2021 to July 31, 2021, there were two customer who accounted for 100% of the Company’s revenues. The customer who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:
| From April 16, 2021 to July 31, 2021 | |||||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable | |||||||||||||
| Customer A | $ | 10,000 | 50% | $ | - | ||||||||||
| Customer B | 10,000 | 50% | - | ||||||||||||
| Total | $ | 20,000 | 100% | $ | - | ||||||||||
8. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after July 31, 2021 up through the date the Company issued the financial statements.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as follows:
| SEC Registration Fee | $ | 13.09 |
| Auditor Fees and Related Expenses | $ | 10,000.00 |
| Consulting Fees and Related Expenses | $ | 15,000.00 |
| Transfer Agent Fees | $ | 1,500.00 |
| TOTAL | $ | 26,513.09 |
(1) All amounts are estimates, other than the SEC’s registration fee. The above expenses are to be paid by the Company.
INDEMNIFICATION OF DIRECTOR AND OFFICERS
Under our Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by his in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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RECENT SALES OF UNREGISTERED SECURITIES
On April 16, 2021, the Company issued 3,600,000 shares of restricted common stock, with a par value of $0.001 per share, to Mr. Chee Yong Yee in consideration of $3,600. The $3,600 in proceeds went to the Company to be used as working capital. Mr. Chee Yong Yee serves as our Chief Executive Officer, President, Secretary, Treasurer and Director.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
| EXHIBITS TO REGISTRATION STATEMENT |
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 5.1 | Legal Opinion Letter (1) | |
| 23.1 | Consent of Independent Accounting Firm (1) | |
| 99.1 | Sample Subscription Agreement (1) |
____________________
| (1) | Filed herewith. |
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The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, at the location of Selangor, Malaysia on August 27, 2021.
| Birdie Win Corporation | |
| By: /s/ Chee Yong Yee | |
| Name: Chee Yong Yee | |
Title: Chief Executive Officer, President, Secretary, Treasurer, and Director Date: August 27, 2021 |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name: Chee Yong Yee Signature: /s/ Chee Yong Yee Title: Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer; Principal Accounting Officer; Principal Financial Officer)
Date: August 27, 2021
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BY-LAWS
OF
BIRDIE WIN CORPORATION
(a Nevada corporation)
ARTICLE I
CERTIFICATES OF STOCK
Section 1. Certificates Representing Stock.
(a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
(b) Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.
(c) The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.
Section 2. Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.
Section 3. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.
Section 4. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
Section 5. Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Revised Statutes, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Nevada Revised Statutes, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 6. Designation of Stocks. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarized the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, except as any provision of law may otherwise require.
Section 2. Stockholder Meetings.
(a) Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.
(b) Place. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors.
(c) Call. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.
(d) Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Nevada Revised Statutes. Except as otherwise provided by the Nevada Revised Statutes, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
(e) Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.
(f) Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting-the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.
(g) Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
(h) Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may, but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the Nevada Revised Statutes, the provisions of that Section shall not apply to the corporation.
(i) Quorum. The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.
(j) Voting. Each share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.
Section 3. Stockholder Action Without Meetings. Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Action taken pursuant to this paragraph shall be subject to the provisions of Section 78.320 of the Nevada Revised Statutes.
ARTICLE III
DIRECTORS
Section 1. Functions and Definition. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase "whole board" herein refers to the total number of directors which the corporation would have if there were no vacancies. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
Section 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The initial Board of Directors shall consist of one (1) person. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors.
Section 3. Election and Term. The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation, shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal. Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.
Section 4. Meetings.
(a) Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.
(b) Place. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.
(c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.
(d) Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.
(e) Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which govern a meeting of the directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
(f) Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.
Section 5. Removal of Directors. Except as may otherwise be provided by the Nevada Revised Statutes, any director or the entire Board of Directors may be removed, with or without cause, by the resolutions of the Board of Directors.
Section 6. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes, and may authorize the seal of the corporation to be affixed to all papers which may require it.
Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 8. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.
ARTICLE IV
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE V
INDEMNIFICATION
Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed and initially be July 31, and shall be subject to change, by the Board of Directors.
ARTICLE VIII
AMENDMENT
These Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of BIRDIE WIN CORPORATION, a Nevada corporation; and
2. That the foregoing Bylaws, comprising nine (9) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board of directors of said corporation by a Unanimous Written Consent dated as of April 16, 2021.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 16th day of April, 2021.
| /s/ CHEE YONG YEE | |||
| CHEE YONG YEE | |||
| Secretary |
LAW OFFICE OF CARL P. RANNO
|
Attorney and Counselor at Law
|
2733 EAST VISTA DRIVE PHOENIX, ARIZONA 85032
|
Telephone: 602-493-0369 Email: carlranno@cox.net
|
August 27, 2021 Exhibit 5.1
Birdie Win Corporation
Jalan Indah 4, Taman Cheras Indah
Kuala Lumpur
Malaysia 56100
ATTN: YEE Chee Yong
Via email: birdiewincorp@gmail.com
RE: Opinion to be filed with an S-1 Registration statement to be filed by Birdie Win Corporation a Nevada Corporation.
Dear Sir,
This Opinion is in connection with a registration statement to be filed by Birdie Win Corporation, a Nevada corporation on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of 4,800,000 shares of the Company's common stock, $0.001 par value, which will be newly issued common shares for public sale by the issuer and are being offered at $0.025 per share.
You have requested my opinion as to the matters set forth below in connection with the Registration Statement. For purposes of this opinion, I have examined the Registration Statement, the Company’s Articles of Incorporation filed on April 16, 2021, the Company’s Bylaws dated April 16, 2021, the Exhibits attached to the Registration Statement, and such other documents and matters of law as I have deemed necessary for the expression of the opinion herein contained.
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals of all copies submitted to me by the parties herein. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
In connection with the registration of 4,800,000 newly issued shares of the Company's common stock, $0.001 par value, for public sale by the issuer it is my opinion that the Shares have been duly authorized and when issued and paid for as described in the Registration Statement and Prospectus, will be, validly issued, fully paid and non-assessable.
This opinion is limited to the Federal laws of the United States, and the applicable statutory provisions of the Nevada Revised Statutes of the State of Nevada. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the heading “Legal Matters.”
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.
This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act and may not be used or relied upon for any other purpose. This opinion is given as of the effective date of the Registration Statement, and I assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.
Sincerely,
/s/ Carl P. Ranno
Carl P. Ranno
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors,
BIRDIE WIN CORPORATION
D109, Level 1, Block D
Kelana Square, Jalan SS 7/26
47301 Petaling Jaya
Selangor, Malaysia
We consent to the inclusion in the Registration Statement on Form S-1 of Birdie Win Corporation, of our report date August 27, 2021, relating to our audit of the consolidated balance sheets of Birdie Win Corporation as of July 31, 2021 and the related consolidated statements of operation and comprehensive, stockholders’ equity, and cash flows for period from inception on April 16, 2021 to July 31, 2021.
We also consent to the reference to us under the caption “Interest of Named Experts and Counsel” in the Registration Statement.
/s/JP CENTURION & PARTNERS PLT
JP CENTURION & PARTNERS PLT
KUALA LUMPUR, MALAYSIA
August 27, 2021
SUBSCRIPTION AGREEMENT
The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of Birdie Win Corp., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.001 per share. Accordingly, the Subscriber hereby agrees as follows:
1. Subscription.
| 1.1 | The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $0.025 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing. |
| 1.2 | The closing of the Subscription of Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. |
2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company:
| 2.1 | One (1) executed counterpart of the Signature Page attached to this Agreement together with the passport copy or government ID copy; and |
| 2.2 | A check, trade draft or media due bill in the amount set forth on the Signature Page attached to this Agreement, representing payment in full for the Shares desired to be purchased hereunder, either made payable to the order of Birdie Win Corporation; or an escrow agent as agreed upon by the Company, for the benefit of Birdie Win Corporation. Wire transfer and telegraphic transfer are also accepted. |
3. Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
| 3.1 | Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC Edgar Database, under the CIK number 0001873213. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on ________. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described. |
| 3.2 | All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing. |
| 3.3 | If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing. |
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4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Nevada.
5. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.
6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.
7. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.
8. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.
[SIGNATURE PAGE FOLLOWS]
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SUBSCRIBER SIGNATURE
The undersigned, desiring to subscribe for the number of Shares of Birdie Win Corporation, (the “Company”) as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.
IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.
(PLEASE PRINT OR TYPE)
| Number of Shares: | |||
| x $0.025 Per Share | |||
| Total Amount of Subscription: USD | |||
| Exact name(s) of Subscriber (s): | |||
| Signature of Subscriber(s): | |||
| (Signature) | |||
| Date: | |||
| Name of Director of the Company | |||
|
Signature of Director of the Company |
|||
|
(Signature) |
|||
|
Date : |
|||
Residence or Physical Mailing Address (cannot be a P.O. Box):
_____________________________
_____________________________
_____________________________
_____________________________
Telephone Numbers (include Area Code):
Business: (___)_____________ Home: (___)_____________
Social Security, Taxpayer, or other type
Identification Number(s):
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