UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~April~~October 3031, 2024

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

For the transition period from ______ to ______

Commission File Number 333-259112

BIRDIE WIN CORPORATION

(Exact name of registrant issuer as specified in its charter)

Nevada

8200

38-4179726

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

46Unit ~~Reeves~~8, ~~Road~~6/F, ~~Pakuranga~~Wayson Commercial Building, ~~Auckland~~28 ~~2010~~Connaught Road West, ~~New~~Hong ~~Zealand~~Kong

(Address of principal executive offices, including zip code)

Issuer’s telephone number: +(61+86) ~~405223877~~13824472731

Company email: ~~john~~brwc888@~~jaz-intl~~163.com

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
N/A		N/A		N/A

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding on ~~April~~October 3031, 2024
Common Stock, $0.001 par value		5,760,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS:
	CONDENSED BALANCE SHEETS AS OF APRIL 30, 2024 (UNAUDITED) AND JULY 31, 2023 (AUDITED)	F-1
	CONDENSED BALANCE SHEETS AS OF OCTOBER 31, 2024 (UNAUDITED) AND JULY 31, 2024 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)	F-4
	CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENTS	F-5 – F-12
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE THREE MONTHS ENDED OCTOBER 31, 2024	F-5 – F-12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3 - 4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5 - 6
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	7
SIGNATURES		8

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

BIRDIE WIN CORPORATION

CONDENSED BALANCE SHEETS

AS OF ~~APRIL~~OCTOBER 3031, 2024 (UNAUDITED) AND JULY  31, ~~2023~~2024

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	As of			As of
	April 30, 2024			July 31, 2023
	October 31, 2024			July 31, 2024
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	~~192~~1,927		$	-1,845
Accounts receivable		-			~~10,000~~-
Prepayment and deposit		15,858			2,721
Prepayment		8,131			10,912
Total current assets		1610,~~050~~058			12,~~721~~757
Non - current asset
Plant and equipment, net	$	~~297~~28		$	~~855~~137
Total non - current asset		~~297~~28			~~855~~137
TOTAL ASSETS	$	1610,~~347~~086		$	1312,~~576~~894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	2,~~500~~685		$	5,~~000~~410
Amounts due to a director		6,780			2,790
Other payable		7,780			7,780
Total current liabilities		910,~~280~~465			713,~~790~~190
Total liabilities	$	910,~~280~~465		$	713,~~790~~190
Stockholders’ equity
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,760,000 and 5,040,000 shares as of April 30, 2024 and July 31, 2023, respectively	$	5,760		$	5,040
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,760,000 and 5,760,000 shares as of October 31, 2024 and July 31, 2024, respectively	$	5,760		$	5,760
Additional paid in capital		51,840			3451,~~560~~840
Accumulated deficit		(5057,~~533~~979	)		(3357,~~814~~896	)
Total stockholders’ equity	$	~~7,067~~(379	)	$	~~5,786~~(296	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1610,~~347~~086		$	1312,~~576~~894

The accompanying notes are an integral part of these financial statements.

F-1

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2024 AND 2023

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	2024			2023			~~2024~~			~~2023~~
	Three months ended April 30						Nine months ended April 30
	Three months ended October 31
	2024			2023			~~2024~~			~~2023~~
Revenue	$	510,000		$	5,000		$	~~20,000~~		$	~~15,000~~
Operating expenses
General and administrative expenses		9,~~420~~974			616,~~083~~807			~~36,161~~			~~18,937~~
Depreciation		~~186~~109			186			~~558~~			~~558~~
Total operating expenses		910,~~606~~083			616,~~269~~993			~~36,719~~			~~19,495~~
Loss from operations		(~~4,606~~83	)		(111,~~269~~993	)		~~(16,719~~	)		~~(4,495~~	)
Other income		-			781			-			1,784
Net loss		(83	)		(11,993	)
Net loss		(4,606	)		(488	)		(16,719	)		(2,711	)
Earnings per share
Earnings per share
Net loss per common share – basic and diluted		(0.00	)		(0.00	)
Net loss per common share – basic and diluted		(0	)		(0	)		(0	)		(0	)
Weighted average number of ordinary shares
Weighted average number of ordinary shares
Basic and diluted		5,760,000			5,040,000
Basic and diluted		5,760,000			5,040,000			5,760,000			5,040,000

The accompanying notes are an integral part of these financial statements.

F-2

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2024 AND 2023

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

Three and nine months ended April 30, 2024 (Unaudited)

	Shares		Amount		capital		Deficit			Total
	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance as of July 31, 2024		5,760,000		5,760		51,840		(57,896	)		(296	)
Net loss		-		-		-		(83	)		(83	)
Balance as of October 31, 2024		5,760,000		5,760		51,840		(57,979	)		(379	)

	Shares		Amount		capital		Deficit			Total
	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance as of July 31, 2023		5,040,000		5,040		34,560		(33,814	)		5,786
Balance		5,040,000		5,040		34,560		(33,814	)		5,786
Net loss		-		-		-		(11,993	)		(11,993	)
Balance as of October 31, 2023		5,040,000		5,040		34,560		(45,807	)		(6,207	)
Net loss		-		-		-		(120	)		(120	)
Balance		5,040,000		5,040		34,560		(45,807	)		(6,207	)
Balance as of January 31, 2024		5,040,000		5,040		34,560		(45,927	)		(6,327	)
Net loss		-		-		-		(4,606	)		(4,606	)
Share issuance*		200,000		200		4,800		-			5,000
Share issuance#		520,000		520		12,480		-			13,000
Balance as of April 30, 2024		5,760,000		5,760		51,840		(50,533	)		7,067

* 200,000 shares of common stock were issued to subscriber

# 520,000 shares of common stock were issued to service provider.

Three and nine months ended April 30, 2023 (Unaudited)

	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance as of July 31, 2022		5,040,000		5,040		34,560		(25,921	)		13,679
Net loss		-		-		-		(1,046	)		(1,046	)
Balance as of October 31, 2022		5,040,000		5,040		34,560		(26,967	)		12,633
Net loss		-		-		-		(1,177	)		(1,177	)
Balance as of January 31, 2023		5,040,000		5,040		34,560		(28,144	)		11,456
Balance		5,040,000		5,040		34,560		(28,144	)		11,456
Net loss		-		-		-		(488	)		(488	)
Balance as of April 30, 2023		5,040,000		5,040		34,560		(28,632	)		10,968
Balance		5,040,000		5,040		34,560		(28,632	)		10,968

The accompanying notes are an integral part of these financial statements.

F-3

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2024 AND 2023

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	2024			2023
	For the Nine Months Ended
	For the Three Months Ended
	April 30
	October 31
	2024			2023
Cash Flows From Operating Activities:
Net loss	$	(~~16,719~~83	)	$	(211,~~711~~993	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~558~~109			~~558~~186
Impairment of accounts receivable		~~10,000~~-			-10,000
Non-cash compensation		13,000			-
Changes in operating assets and liabilities:
Accounts receivable		-			(5,000	)
Prepayment		2,781			(694	)
Prepayment		(13,137	)		(1,830	)
Accrued liabilities		(2,725	)		(2,500	)
Accrued liabilities		(2,500	)		-
Amounts due to a director		-			5,990
Amounts due to a director		3,990			(5,818	)
Net cash provided by operating activities		83			989
Net cash used in operating activities		(4,808	)		(14,801	)
Cash Flows From Investing Activity:
Net cash provided by investing activity		-			-
Cash Flows From Financing Activity:
Proceeds from issuance of shares		~~5,000~~-			-
Net cash provided by financing activity		~~5,000~~-			-
Net change in cash and cash equivalents		~~192~~83			~~(14,801~~989	)
Cash and cash equivalents, beginning of period		-			19,312
Cash and cash equivalents, beginning of year		1,845			-
Cash and cash equivalents, end of period	$	192		$	4,511
Cash and cash equivalents, end of year	$	1,927		$	989
Supplemental cash flows information
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Income taxes paid	$	-		$	-
Issuance of common stock for service provider	$	-		$	-
Interest paid	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-4

BIRDIE WIN CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2024 ~~AND 2023~~

(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 ~~Auckland,~~Hong ~~New Zealand~~Kong. We provide financial literacy seminar services to Malaysian and Hong Kong ~~individuals~~ individuals and families. Our mission is to improve the financial well-being of our clients.

The Company’s executive office is located at 46Unit ~~Reeves~~8, ~~Road~~6/F, ~~Pakuranga~~Wayson Commercial Building, ~~Auckland~~28 ~~2010~~Connaught Road West, ~~New~~Hong ~~Zealand~~Kong.

On April 16, 2021, Mr. Chee Yong Yee (“Mr. Yee”) was appointed as President, Secretary, Treasurer and a member of our Board of Directors. Mr. Yee also served as Chief Executive Officer of the Company.

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.

On August 27, 2021, the Company has submitted initial Form S-1 Registration Statement to S.E.C registering an offering by the Company amounted up to $120,000 to Securities & Exchange Commission (“S.E.C”), which was later declared effective on September 23, 2021.

On October 11, 2021, the Company resolved to close the public offering pursuant to Form S-1, resulting in 1,440,000 shares of common stock being sold at $0.025 per share for a total of $36,000. The proceed of $36,000 went directly to the Company and shall be utilized pursuant to the use of proceed stated in the Form S-1.

On July 27, 2023, the sole officer and director of the Company, Chee Yong Yee, tendered his resignations as Director, President, Chief Executive Officer, Secretary, and Treasurer of the Company, and appointed Mr. Zonghan Wu as new President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company, effective July 27, 2023.

On ~~March~~July 618, 2024, the ~~Company~~sole ~~issued~~officer ~~200~~and director of the Company,~~000~~ ~~shares~~Zonghan Wu , oftendered ~~common~~his ~~stock~~resignations ~~for $5~~as Director,~~000~~ ~~at $0.025~~President, Chief Executive Officer, Secretary, and Treasurer of the Company, and appointed Yunyuan ~~per~~Chen ~~share~~as tonew ~~Huabin~~President, ~~Huang~~Chief Executive Officer, Secretary, Treasurer, and Director of the Company, effective July 18, 2024.

On March 28, 2024, Dan Sun was awarded 260,000 common shares at $0.025 per share, and Jianing Yang was awarded 260,000 common shares at $0.025 per share for consulting service fees provided to the Company .

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed financial statements for Birdie Win Corporation for the period ended ~~April~~October 3031, 2024 are prepared in accordance ~~with~~ with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statement, ~~instructions~~ instructions to Form 10-Q and Regulations S-X. Accordingly, certain information and footnote disclosures normally included in financial ~~statements~~ statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction ~~with~~ with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended July 31, ~~2023~~2024. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended ~~April~~October 3031, 2024 and 2023 presented are ~~not~~ not necessarily indicative of the results to be expected for the full year. The Company has adopted July 31 as its fiscal year end.

F-5

Going concern

For the ~~nine~~three months ended ~~April~~October 3031, 2024, the Company incurred a net loss of $~~16,719~~83 and as at ~~April~~October 3031, 2024, the Company has accumulated deficit of $5057,~~533~~979 and working capital deficit of $407. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

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.

Lease

The Company adopted the ASU No. 2016-02, on April 16, 2021 (date of inception). The Company leases office space for fixed periods without pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

F-6

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:

SCHEDULE OF ESTIMATED USEFUL LIFE

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.

F-7

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

The Company ~~reviews~~has ~~new~~reviewed ~~accounting~~all ~~standards~~recently as issued., ~~Management~~but ~~has~~ not ~~identified~~yet ~~any~~effective, ~~other~~considers ~~new~~the ~~standards~~applicability ~~that~~and itimpact ~~believes~~of ~~will~~all ~~have~~accounting standards updates a(“ASUs”). ~~significant~~Management ~~impact~~periodically onreviews ~~the~~new ~~Company’s~~accounting ~~financial~~standards ~~statements~~that are issued.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

In December 2023 , the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

F-8

3. ~~PREPAYMENT~~ACCOUNTS ~~AND DEPOSIT~~RECEIVABLE

SCHEDULE OF PREPAYMENT

	As of April 30, 2024 (Unaudited)		As of July 31, 2023 (Audited)
Prepaid expenses	$	15,858	$	2,666
Deposit		-		55
Total	$	15,858	$	2,721

Prepaid expenses as of April 30, 2024 and July 31, 2023 represent the payment made to consultancy fee, stock and registrar fee, OTCIQ fee, and installment for EDGAR. Deposit for the year ended July 31, 2023 represents the deposit payment of virtual office rental.

4. ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

	As of April 30, 2024 (Unaudited)			As of July 31, 2023 (Audited)
	As of October 31, 2024 (Unaudited)			As of July 31, 2024 (Audited)
Accounts receivable	$	10,000		$	10,000
Allowance for doubtful accounts		(10,000	)		-(10,000	)
Total	$	-		$	~~10,000~~-

As of October 31, 2024 and July 31, 2024, accounts receivable of $10,000 were netted off with allowance for doubtful debts of $10,000. The total outstanding balance for trade receivable is $0.

The amount due from trade receivable is subject to normal trade credit term.

4. PREPAYMENT

SCHEDULE OF PREPAYMENT

	As of October 31, 2024 (Unaudited)		As of July 31, 2024 (Audited)

Prepaid expenses	$	8,131	$	10,912
Total	$	8,131	$	10,912

As of October 31, 2024 and July 31, 2024, total prepaid expenses was $8,131 and $10,912 which mainly from the consultancy fee, stock and registrar fee, professional and legal fee..

5. PLANT AND EQUIPMENT

Plant and equipment consisted of the following as of ~~April~~October 3031, 2024 and July 31, ~~2023~~2024:

SCHEDULE OF PLANT AND EQUIPMENT

	As of April 30, 2024 (Unaudited)			As of July 31, 2023 (Audited)
	As of October 31, 2024 (Unaudited)			As of July 31, 2024 (Audited)
Computer and software	$	2,231		$	2,231
Less: accumulated depreciation		(12,~~934~~203	)		(12,~~376~~094	)
Plant and equipment, net	$	~~297~~28		$	~~855~~137

Depreciation expense for the period ended ~~April~~October 3031, 2024 and ~~July~~ October 31, 2023 was $~~558~~109 and $~~558~~186 respectively.

6. ~~AMOUNTS~~OTHER ~~DUE TO A DIRECTOR~~PAYABLE

As of ~~April~~October 3031, 2024, the ~~sole~~former director of the Company advanced $67,780 to the Company, which is unsecured and non-interest bearing and is is repayable on demand.

~~Our~~On ~~director~~July 18, 2024, Mr. Zonghan Wu, has ~~not~~tendered ~~been~~his ~~compensated~~resignations ~~for~~as ~~the services~~director.

Our director, Yunyuan Chen, has not been compensated for the services.

7. SHAREHOLDERS’ EQUITY

The Company has 75,000,000 shares of common stock authorized.

During the ~~three~~year ~~months~~ ended ~~April~~July 3031, 2024, the Company issued an aggregated of 200,000 shares of its common stock at $0.025 per share for ~~aggregate~~ aggregate gross proceeds of $5,000. The Company also issued an aggregated of 520,000 shares of its common stock at $0.025 per share for two service providers for consideration of $13,000.

As of ~~April~~October 3031, 2024, the Company has 5,760,000 shares of common stock issued and outstanding. There are no shares of preferred stock authorized.

F-9

8. INCOME TAX

The loss from operation before income taxes of the Company for the ~~nine~~three months ended ~~April~~October 3031, 2024 and 2023 were comprised of the following:

SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAXES

	2024			2023
	For the nine months ended April 30
	For the three months ended October 31
	2024			2023
Tax jurisdictions from:
– Local	$	(~~16,719~~83	)	$	(211,~~711~~993	)
Loss before income taxes	$	(~~16,719~~83	)	$	(211,~~711~~993	)

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 ~~April~~October 3031, 2024, the operations in the United States of America incurred $5057,~~533~~979 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2042, if unutilized. The Company has provided for a full valuation allowance of approximately $1012,~~612~~ 176 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 ~~April~~October 3031, 2024 and ~~July~~ July 31, ~~2023~~2024:

	As of			As of
	April 30, 2024			July 31, 2023
	October 31, 2024			July 31, 2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	1012,~~612~~176		$	712,~~101~~158
Less: valuation allowance		(10,612	)		(7,101	)
Net operating loss carryforwards – United States of America	$	12,176		$	12,158
Less: valuation allowance		(12,176	)		(12,158	)
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 $1012,~~612~~ 176 as of ~~April~~October 3031, 2024.

Malaysia

The incomes accruing in or derived from Malaysia by Birdie Win Corporation are subject to Malaysia income tax, due to the permanent establishment (PE) in Malaysia, which is charged at the non-resident tax rate of 25% on its assessable income.

9. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended ~~April~~October 3031, 2024, there was one customer who accounted for 100% of the Company’s revenues. For the three ~~months~~ months ended ~~April~~October 3031, 2023, there was one customer who accounted for 100% of the Company’s revenues. The customers who accounted ~~for~~ for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the three months ended April 30
	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	510,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			100	%		-		5,000
Total	$	510,000	$	5,000		100	%		100	%	$	-	$	5,000

For the nine months ended April 30, 2024, there was one customer who accounted for 100% of the Company’s revenues. For the nine months ended April 30, 2023, there were three customers who accounted for 100% of the Company’s revenues. The customers who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the nine months ended April 30
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	20,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			33.3	%		-		5,000
Customer C		-		5,000		-			33.3	%		-		-
Customer D		-		5,000		-			33.4	%		-		-
Total	$	20,000	$	15,000		100	%		100	%	$	-	$	5,000

F-10

10. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, financial services business and two reportable segments based on country, Malaysia and Hong Kong.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

SCHEDULE OF SEGMENT REPORTING

	For the Nine Months Ended and As of April 30, 2024
By Business Unit	Financial Services Business			Total
Revenue	$	20,000		$	20,000
	For the Three Months Ended and As of October 31, 2024
By Business Unit	Financial Services Business			Total
Revenue	$	10,000		$	10,000
Cost of revenue		-			-
Operating expenses		(3610,~~719~~083	)		(3610,~~719~~083	)
Loss from operations		(~~16,719~~83	)		(~~16,719~~83	)
Total assets	$	1610,~~347~~086		$	1610,~~347~~086
Capital expenditure	$	-		$	-

	For the Nine Months Ended and As of April 30, 2023
By Business Unit	Financial Services Business			Total
Revenue	$	15,000		$	15,000
	For the Three Months Ended and As of October 31, 2023
By Business Unit	Financial Services Business			Total
Revenue	$	5,000		$	5,000
Cost of revenue		-			-
Operating expenses		(1916,~~495~~993	)		(1916,~~495~~993	)
Loss from operations		(411,~~495~~993	)		(411,~~495~~993	)
Total assets	$	145,~~976~~073		$	145,~~976~~073
Capital expenditure	$	-		$	-

	For the Nine Months Ended and As of April 30, 2024
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	20,000		$	-		$	20,000
	For the Three Months Ended and As of October 31, 2024
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	10,000		$	-		$	10,000
Cost of revenue		-		-			-			-
Operating expenses		-		(2610,~~719~~083	)		~~(10,000~~-	)		(3610,~~719~~083	)
Loss from operations		-		(~~6,719~~83	)		~~(10,000~~-	)		(~~16,719~~83	)
Total assets	$	-	$	1610,~~347~~086		$	-		$	1610,~~347~~086
Capital expenditure	$	-	$	-		$	-		$	-

F-11

	For the Nine Months Ended and As of April 30, 2023
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	5,000		$	10,000		$	15,000
	For the Three Months Ended and As of October 31, 2023
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	5,000		$	-		$	5,000
Cost of revenue		-		-			-			-
Operating expenses		-		(6,~~498~~993	)		(1210,~~997~~000	)		(1916,~~495~~993	)
Loss from operations		-		(1,~~498~~993	)		(210,~~997~~000	)		(411,~~495~~993	)
Total assets	$	-	$	-		$	145,~~976~~073		$	145,~~976~~073
Capital expenditure	$	-	$	-		$	-		$	-

11. GOING CONCERN

For the ~~nine~~three months ended ~~April~~October 3031, 2024, the Company incurred a net loss of $~~16,719~~ 83 and as at ~~April~~October 3031, 2024, the Company has accumulated deficit of $5057,~~533 .~~979 and working capital deficit $407. These conditions raise doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

12. 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 ~~April~~October 3031, 2024 up through the date the Company issued the financial statements. During the period, ~~the~~ the Company did not have any material recognizable subsequent events.

F-12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 203, ~~2023~~2024, for the year ended July 31,~~2023~~2024 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 registration statement, filed on August 27, 2021, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

We, Birdie Win Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 16, 2021.

The Company’s executive office is located at 46Unit ~~Reeves~~8, ~~Road~~6/F, ~~Pakuranga~~Wayson Commercial Building, ~~Auckland~~28 ~~2010~~Connaught Road West, ~~New~~Hong ~~Zealand~~Kong. We offer one-on-one Personal Financial Literacy Seminar services, with a focus on providing such services to customers in Malaysia and Hong Kong individuals or families.

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Results of operations

Three months ended ~~April~~October 3031, 2024 and 2023

Revenues

For the three months ended ~~April~~October 3031, 2024, the Company generated revenue in the amount of $510,000. The revenue was generated as a result of of the Company having provided atwo Personal Financial Literacy ~~Seminar~~Seminars (PFL Seminar) to ~~participant~~ participants.

For the three months ended ~~April~~October 3031, 2023 , the Company generated revenue in the amount of $5,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to participant.

Operating Expenses

For the three months ended ~~April~~October 3031, 2024, the Company had operating expenses in the amount of $910,~~606~~ 083. These were primarily comprised of audit fees, consultancy fees, and other professional fees.

For the three months ended ~~April~~October 3031, 2023, the Company had operating expenses in the amount of $616,~~269~~993. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

The ~~increase~~decrease of the operating expenses was the result of the ~~increase~~decrease in other professional fees.

Net Gain or Loss

For the three months ended ~~April~~October 3031, 2024, the Company has incurred a net loss of $~~4,606~~ 83.

For the three months ended ~~April~~October 3031, 2023, the Company has incurred a net loss of $~~488~~11,993.

Nine months ended April 30, 2024 and 2023

Revenues

For the nine months ended April 30, 2024, 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).

For the nine months ended April 30, 2023, the Company generated revenue in the amount of $15,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to various participant(s).

Operating Expenses

For the nine months ended April 30, 2024, the Company had operating expenses in the amount of $36,719 . These were primarily comprised of allowance for doubtful accounts, audit fees, bookkeeping fees, stock and register fees and other professional fees.

For the nine months ended April 30, 2023, the Company had operating expenses in the amount of $19,495. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

The increase of the operating expenses was the result of the increase in allowance for doubtful accounts, bookkeeping and other professional fees .

Net Gain or Loss

For the nine months ended April 30, 2024, the Company has incurred a net loss of $16,719 .

For the nine months ended April 30, 2023, the Company has incurred a net loss of $2,711.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the ~~nine~~three months ended ~~April~~October 3031, 2024, the Company has net cash ~~outflow~~inflow $~~4,808~~83 in operating activities, which was primarily attributable to net loss from operation, increase in prepayment, ~~decrease in accrued liabilities~~ and ~~increase~~decrease in ~~amount~~accrued ~~due to a director~~liabilities.

For the ~~nine~~three months ended ~~April~~October 3031, 2023, the Company has ~~used~~net cash inflow $~~14,801~~989 in operating activities, which was primarily attributable to net loss from operation, decrease in accrued liabilities and increase in amount due to a director ~~and increase in prepayment~~.

Cash Provided by Financing Activity

For the nine months ended April 30, 2024 and 2023, the Company received $5,000 and $0 respectively, from financing cash flow consists of issuance of shares of common stock pursuant to our public offering.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies

Recent accounting pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

-4-

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4 Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of ~~April~~October 3031, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of ~~April~~October 3031, 2024.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

	1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

	3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

-5-

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~April~~October 3031, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of ~~April~~October 3031, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for ~~effective~~ effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the ~~nine~~three months ended October ~~April 30~~31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-6-

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

32.1		Section 1350 Certification of principal executive officer

101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Birdie Win Corporation
	(Name of Registrant)

Date: ~~June~~December 32, 2024

By: /s/ ~~ZONGHAN~~YUNYUAN WUCHEN ~~Zonghan~~YUNYUAN WuCHEN Title: Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

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