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, 2025

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

For the transition period from ______ to ______

Commission File Number 000-56644

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)

0000

Unit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong Kong

(Address of principal executive offices, including zip code)

Issuer’s telephone number: (+86) 13824472731

Company email: [email protected]

(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:

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, 2025
Common Stock, $0.001 par value		6,720,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED FINANCIAL STATEMENTS:
	CONDENSED BALANCE SHEETS AS OF APRIL 30, 2025 (UNAUDITED) AND JULY 31, 2024 (AUDITED)	F-1
	CONDENSED BALANCE SHEETS AS OF OCTOBER 31, 2025 (UNAUDITED) AND JULY 31, 2025 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-4
	CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE NINE MONTHS ENDED APRIL 30, 2025	F-5 – F-12
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE THREE MONTHS ENDED OCTOBER 31, 2025	F-5 – F-12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3 - 54
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	64
ITEM 4.	CONTROLS AND PROCEDURES	64 - 5
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	86
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	86
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	86
ITEM 4	MINE SAFETY DISCLOSURES	86
ITEM 5	OTHER INFORMATION	86
ITEM 6	EXHIBITS	86
SIGNATURES		97

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

BIRDIE WIN CORPORATION

CONDENSED BALANCE SHEETS

AS OF ~~APRIL~~OCTOBER 3031, 2025 (UNAUDITED) AND JULY 31, ~~2024~~2025 (AUDITED)

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

	As of			As of
	April 30, 2025			July 31, 2024
	October 31, 2025			July 31, 2025
	~~(Unaudited)~~	(Unaudited)		~~(Audited)~~	(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	12,~~768~~565		$	12,~~845~~171
Accounts receivable		-			-
Prepayment (including $20,000 and $0 of consulting services from related parties as of April 30, 2025 and April 30, 2024 respectively)		26,368			10,912
Prepayment (including $8,000 and $14,000 of prepayments to related party as of October 31, 2025 and July 31, 2025 respectively)		11,558			17,399
Total current assets		2814,~~136~~123			1219,~~757~~570
Non - current asset
Plant and equipment, net	$	-		$	~~137~~-
Total non - current asset		-			~~137~~-
TOTAL ASSETS	$	2814,~~136~~123		$	1219,~~894~~570
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	2,~~500~~700		$	5,~~410~~200
Other payable		-			7,780
Amount owing to director		5,300			-
Total current liabilities		28,~~500~~000			135,~~190~~200
Total liabilities	$	28,~~500~~000		$	135,~~190~~200
Stockholders’ equity
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 6,720,000 and 5,760,000 shares as of April 30, 2025 and July 31, 2024, respectively	$	6,720		$	5,760
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 6,720,000 shares as of October 31, 2025 and July 31, 2025, respectively	$	6,720		$	6,720
Additional paid in capital		82,845			5182,~~840~~845
Accumulated deficit		(6383,~~929~~442	)		(5775,~~896~~195	)
Total stockholders’ equity	$	256,~~636~~123		$	~~(296~~14,370	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2814,~~136~~123		$	1219,~~894~~570

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, 2025 AND 2024

(UNAUDITED)

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

	2025			2024			~~2025~~			~~2024~~
	Three months ended April 30						Nine months ended April 30
	Three months ended October 31
	2025			2024			~~2025~~			~~2024~~
Revenue	$	5,000		$	510,000		$	~~25,000~~		$	~~20,000~~
Operating expenses
General and administrative expenses (including $4,000 and $0 of general and administrative expenses to related parties for the three months ended April 30, 2025 and 2024, respectively, and $4,000 and $0 of general and administrative expenses to related parties for the nine months ended April 30, 2025 and 2024, respectively)		11,855			9,420			30,897			36,161
General and administrative expenses (including $6,000 and $nil of general and administrative expenses to related party for the three months ended October 31, 2025 and 2024 respectively )		13,247			9,974
Depreciation		-			~~186~~109			~~137~~			~~558~~
Total operating expenses		1113,~~855~~247			910,~~606~~083			~~31,033~~			~~36,719~~
Loss from operations		(68,~~855~~247	)		(~~4,606~~83	)		~~(6,033~~	)		~~(16,719~~	)
Net loss		(68,~~855~~247	)		(~~4,606~~83	)		~~(6,033~~	)		~~(16,719~~	)
Earnings per share
Net loss per common share – basic and diluted		(0.00	)		(0.00	)		~~(0.00~~	)		~~(0.00~~	)
Weighted average number of ordinary shares
Basic and diluted		6,~~417~~720,~~978~~000			5,~~464~~760,~~889~~000			~~5,974,505~~			~~5,179,562~~

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, 2025 AND 2024

(UNAUDITED)

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

	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	)
Balance as of July 31, 2025		6,720,000		6,720		82,845		(75,195	)		14,370
Net loss		-		-		-		(828,247	)		(828,247	)
Balance as of October 31, 2024		5,760,000		5,760		51,840		(57,978	)		(378	)
Balance as of October 31, 2025		6,720,000		6,720		82,845		(83,442	)		6,123
Net income		-		-		-		904			904
Balance as of January 31, 2025		5,760,000		5,760		51,840		(57,074	)		526
Net loss								(6,855	)		(6,855	)
Debt forgiveness		-		-		7,965		-			7,965
Share issuance#		960,000		960		23,040		-			24,000
Balance as of April 30, 2025		6,720,000		6,720		82,845		(63,929	)		25,636

# 960,000 shares of common stock were issued to 3 new directors.

	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	)

	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
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 as of January 31, 2024		5,040,000		5,040		34,560		(45,927	)		(6,327	)
Balance		5,040,000		5,040		34,560		(45,927	)		(6,327	)
Net loss		-		-		-		(4,606	)		(4,606	)
Net income (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
Balance		5,760,000		5,760		51,840		(50,533	)		7,067

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

* 200,000 shares of common stock were issued to subscriberF-3

#BIRDIE WIN ~~520,000 shares of common stock were issued to service provider.~~CORPORATION

~~The accompanying notes are an integral part of~~CONDENSED ~~these~~STATEMENT ~~financial~~OF ~~statements.~~CASH FLOWS

~~F-3~~FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024

~~BIRDIE WIN CORPORATION~~(UNAUDITED)

~~CONDENSED~~(CURRENCY EXPRESSED ~~STATEMENT~~IN OFUNITED ~~CASH~~STATES ~~FLOWS~~DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

FOR THE NINE MONTHS ENDED APRIL 30, 2025 AND 2024

	2025			2024
	For the Three Months Ended
	October 31
	2025			2024

Cash Flows From Operating Activities:
Net loss	$	(8,247	)	$	(83	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			109
Stock based compensation - consulting services		6,000			-
Changes in operating assets and liabilities:
Prepayment		(159	)		2,781
Accrued liabilities		(2,500	)		(2,725	)
Amounts owing to director		5,300			-

Net cash provided by operating activities		394			83

Cash Flows From Investing Activity:
Net cash provided by investing activity		-			-

Cash Flows From Financing Activity:
Proceeds from issuance of shares		-			-
Net cash provided by financing activity		-			-

Net change in cash and cash equivalents		394			83
Cash and cash equivalents, beginning of period		2,171			1,845
Cash and cash equivalents, end of period	$	2,565		$	1,927

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of common stock for service provider	$	24,000		$	-

~~(UNAUDITED)~~The accompanying notes are an integral part of these financial statements.

~~(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)~~F-4

	2025			2024
	For the Nine Months Ended
	April 30
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(6,033	)	$	(16,719	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		137			558
Debt forgiveness		7,965			-
Impairment of accounts receivable		-			10,000
Non-cash compensation		24,000			13,000
Changes in operating assets and liabilities:
Prepayment		(15,456	)		(13,137	)
Accrued liabilities		(2,910	)		(2,500	)
Amounts due to a director		-			3,990
Other payable		(7,780	)		-
Net cash used in operating activities		(77	)		(4,808	)
Cash Flows From 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		(77	)		192
Cash and cash equivalents, beginning of year		1,845			-
Cash and cash equivalents, end of year	$	1,768		$	192
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of common stock for service provider	$	24,000		$	-

BIRDIE WIN CORPORATION

~~The accompanying notes are an integral part of~~NOTES ~~these~~TO ~~financial~~CONDENSED ~~statements.~~FINANCIAL STATEMENTS

~~F-4~~FOR THE THREE MONTHS ENDED OCTOBER 31, 2025

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

~~NOTES~~1. ORGANIZATION TOAND ~~CONDENSED~~BUSINESS ~~FINANCIAL STATEMENTS~~BACKGROUND

~~FOR~~Birdie Win ~~THE~~Corporation, ~~NINE~~a ~~MONTHS~~Nevada ~~ENDED~~corporation ~~APRIL~~(“the ~~30,~~Company”) ~~2025~~was incorporated under the laws of the State of Nevada on April 16, 2021.

~~(CURRENCY~~Birdie ~~EXPRESSED~~Win INCorporation ~~UNITED~~is ~~STATES~~headquartered ~~DOLLARS~~in ~~(“US$”),~~Hong ~~EXCEPT~~Kong. ~~FOR~~We ~~NUMBER~~provide OFfinancial ~~SHARES)~~literacy seminar services to Malaysian and Hong Kong individuals and families. Our mission is to improve the financial well-being of our clients.

1.The Company’s ~~ORGANIZATION~~executive ~~AND~~office ~~BUSINESS~~is ~~BACKGROUND~~located at Unit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong Kong.

~~Birdie~~On April ~~Win~~16, ~~Corporation~~2021, a ~~Nevada~~Mr. ~~corporation~~Chee Yong Yee (“~~the~~Mr. ~~Company~~Yee”) was ~~incorporated~~appointed ~~under~~as ~~the~~President, ~~laws~~Secretary, ofTreasurer ~~the~~and ~~State~~a member of ~~Nevada~~our onBoard of ~~April~~Directors. ~~16,~~Mr. ~~2021~~Yee also served as Chief Executive Officer of the Company.

~~Birdie~~On April ~~Win~~16, ~~Corporation is~~2021, ~~headquartered~~the inCompany ~~Hong~~issued ~~Kong.~~3,600,000 Weshares ~~provide~~of ~~financial~~restricted ~~literacy~~common ~~seminar~~stock, ~~services~~with toa ~~Malaysian~~par ~~and~~value ~~Hong~~of ~~Kong~~$0.001 ~~individuals~~per ~~and~~share, ~~families~~to Mr. ~~Our~~Chee Yong ~~mission~~Yee isin toconsideration ~~improve~~of $3,600. The $3,600 in proceeds went to the ~~financial~~Company ~~well-being~~to ofbe ~~our~~used ~~clients~~as working capital.

~~The~~In regards ~~Company’s~~to ~~executive~~all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the ~~office~~Securities isAct ~~located~~of at1933, ~~Unit~~as 8amended (“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), ~~6/F~~pursuant to offshore transactions, ~~Wayson~~and ~~Commercial~~no ~~Building~~directed selling efforts were made in the United States by the issuer, 28a ~~Connaught~~distributor, ~~Road~~any ~~West~~of their respective affiliates, ~~Hong~~or ~~Kong~~any person acting on behalf of any of the foregoing.

On August ~~April 16~~27, 2021, ~~Mr. Chee~~the ~~Yong~~Company ~~Yee~~has ~~(“Mr~~submitted initial Form S-1 Registration Statement to S.E.C ~~Yee”)~~registering ~~was~~an ~~appointed~~offering asby ~~President,~~the ~~Secretary,~~Company ~~Treasurer~~amounted up ~~and~~to a$120,000 ~~member~~to ofSecurities ~~our~~& ~~Board~~Exchange ofCommission ~~Directors~~(“S. MrE.C”), ~~Yee also~~which ~~served~~was aslater ~~Chief~~declared ~~Executive~~effective ~~Officer~~on ofSeptember ~~the~~23, ~~Company~~2021.

On October ~~April 16~~11, 2021, the Company ~~issued~~resolved 3to close the public offering pursuant to Form S-1,~~600~~ resulting in 1,440,000 shares of ~~restricted~~ common stock, being ~~with~~sold aat ~~par value of~~ $0.~~001~~025 per share, tofor ~~Mr.~~a ~~Chee~~total ~~Yong Yee in consideration~~ of $336,~~600~~000. The proceed of $336,~~600~~000 ~~in proceeds~~ went directly to the Company toand shall be ~~used~~utilized aspursuant to ~~working~~the ~~capital~~use of proceed stated in the Form S-1.

InOn July ~~regards~~27, to2023, ~~all of~~ the ~~above~~sole ~~transactions~~officer ~~we claim an exemption from registration afforded by Section 4a(2)~~ and~~/or~~ ~~Regulation~~director S of the ~~Securities~~Company, ~~Act~~Chee ~~of 1933~~Yong Yee, astendered ~~amended~~his ~~(“Regulation~~resignations ~~S”)~~as ~~due~~Director, toPresident, ~~the~~Chief ~~fact~~Executive Officer, ~~that~~Secretary, ~~all~~and ~~sales~~Treasurer of ~~stock~~the ~~were~~Company, ~~made~~and toappointed ~~non-U~~Mr.S. ~~persons~~Zonghan (Wu as ~~defined~~new ~~under Rule~~President, ~~902~~Chief ~~section~~Executive ~~(k)(2)(i) of Regulation S)~~Officer, ~~pursuant to offshore transactions~~Secretary, Treasurer, and noDirector ~~directed~~of ~~selling efforts were made in~~ the ~~United States by the issuer~~Company, aeffective ~~distributor,~~July ~~any of their respective affiliates~~27, ~~or any person acting on behalf of any of the foregoing~~2023.

On July ~~August 27~~18, ~~2021~~2024, the sole officer and director of the Company, ~~has~~Zonghan ~~submitted~~Wu, ~~initial~~tendered ~~Form~~his ~~S-1~~resignations ~~Registration~~as ~~Statement~~Director, toPresident, ~~S.E.C~~Chief ~~registering~~Executive Officer, anSecretary, ~~offering~~and byTreasurer of the Company, ~~amounted~~and upappointed toYunyuan ~~$120~~Chen as new President,~~000 to~~ ~~Securities~~Chief &Executive ~~Exchange~~Officer, ~~Commission~~Secretary, ~~(“S.E.C”)~~Treasurer, and ~~which~~Director ~~was~~of ~~later~~the ~~declared~~Company, effective onJuly ~~September 23~~18, ~~2021~~2024.

On March ~~October 11~~04, ~~2021~~2025, the ~~Company~~sole ~~resolved~~officer toand ~~close~~director of the ~~public~~Company, ~~offering~~Yunyuan ~~pursuant~~Chen, totendered ~~Form~~her ~~S-1~~resignations as President, ~~resulting~~and inChief 1Executive Officer of the Company. On June 05,~~440~~ 2025,~~000~~ ~~shares~~Yunyuan ofChen ~~common~~tendered ~~stock~~her ~~being~~resignation ~~sold~~as ~~at $0~~Director.~~025 per~~ ~~share~~Ms ~~for~~Chen awill ~~total~~remain the Treasurer of ~~$36,000~~the Company. The ~~proceed~~Company’s Board of ~~$36,000~~Directors ~~went~~appointed ~~directly~~Shiyong Zhao to serve as the Company’s ~~and~~Chief ~~shall~~Executive beOfficer ~~utilized~~and ~~pursuant~~Chairman, Fengjun toWang ~~the~~and ~~use~~Yidong ofBao ~~proceed stated~~as inDirectors of the ~~Form~~Company ~~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 Mr2. ~~Zonghan Wu as new President, Chief Executive Officer, Secretary, Treasurer,~~ ~~and~~SUMMARY ~~Director~~OF ofSIGNIFICANT ~~the~~ACCOUNTING ~~Company, effective July 27, 2023.~~POLICIES

~~On July~~Basis ~~18, 2024, the sole officer and director~~ of the Company, Zonghan Wu, tendered his resignations as Director, President, Chief Executive Officer, Secretary, and Treasurer of the Company, and appointed Yunyuan Chen as new President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company, effective July 18, 2024.presentation

~~On March~~The 04unaudited condensed financial statements for Birdie Win Corporation for the period ended October 31, 2025, ~~the~~are ~~sole~~prepared ~~officer~~in ~~and~~accordance with ~~director~~accounting ofprinciples generally accepted in the ~~Company,~~United ~~Yunyuan~~States ~~Chen,~~of ~~tendered~~America ~~her~~(“US ~~resignations~~GAAP”) asfor ~~Director~~interim financial statement, instructions ~~President~~to Form 10-Q and Regulations S-X. Accordingly, certain information and ~~Chief~~footnote ~~Executive~~disclosures normally included in financial ~~Officer~~statements ofprepared ~~the~~in ~~Company~~accordance with GAAP have been condensed or omitted. MsThese ~~Chen~~condensed ~~will~~financial ~~remain~~statements should be read in conjunction with the ~~Secretary~~financial statements and ~~Treasurer~~notes ofthereto included in our annual report on Form 10-K for the ~~Company~~year ended July 31, 2025. ~~The~~ ~~Company~~In management’s opinion, ~~Board~~all adjustments (consisting only of ~~Directors~~normal ~~appointed~~recurring ~~Shiyong~~adjustments) ~~Zhao~~considered necessary for a fair presentation to ~~serve~~make asour ~~the~~financial statements ~~Company’s~~not ~~Chief~~misleading ~~Executive~~have ~~Officer~~been ~~and~~included. ~~Chairman~~The results of operations for the periods ended October 31, ~~Fengjun Wang~~2025 and ~~Yidong~~2024 ~~Bao~~presented asare not ~~Directors~~necessarily indicative of the results to be expected for the full year. The Company has adopted July 31 as its fiscal year end.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~F-5

~~Basis of presentation~~Going Concern

The accompanying ~~unaudited condensed~~ financial statements ~~for Birdie~~have ~~Win~~been ~~Corporation~~prepared ~~for~~assuming that the ~~period~~Company will continue as a going concern. For the three months ended ~~April~~October 3031, 2025, ~~are~~the ~~prepared~~Company inincurred ~~accordance~~a ~~with~~net ~~accounting~~loss ~~principles~~of ~~generally~~$8,247 ~~accepted~~and in as at October 31, 2025, the ~~United~~Company ~~States~~has accumulated deficit of $ 83,442. ~~America~~These ~~(“US~~conditions ~~GAAP”)~~raise ~~for~~substantial ~~interim~~doubt ~~financial~~about ~~statement,~~the ~~instructions~~Company’s ability to ~~Form~~continue ~~10-Q~~as ~~and~~a ~~Regulations~~going ~~S-X~~concern. ~~Accordingly,~~The ability ~~certain~~to ~~information~~continue ~~and~~as ~~footnote~~a ~~disclosures~~going ~~normally~~concern ~~included~~is independent ~~financial~~upon ~~statements~~the ~~prepared~~Company’s inprofit ~~accordance~~generating ~~with~~operations ~~GAAP~~in ~~have~~the ~~been~~future ~~condensed~~ and/or ~~omitted.~~obtaining ~~These~~the necessary ~~condensed~~financing ~~financial~~to ~~statements~~meet ~~should~~its beobligations ~~read~~and inrepay ~~conjunction~~its ~~with~~liabilities ~~the~~arising ~~financial~~from ~~statements~~normal ~~and~~business ~~notes~~operations ~~thereto~~when ~~included~~they become due. These infinancial ~~our~~statements ~~annual~~do ~~report~~not oninclude ~~Form~~any ~~10-K~~adjustments ~~for~~to the ~~year~~recoverability ~~ended~~and ~~July~~classification ~~31,~~of ~~2024.~~recorded Inasset ~~management’s~~amounts ~~opinion,~~and ~~all~~classification of ~~adjustments~~liabilities ~~(consisting~~that ~~only~~might ~~of normal~~be ~~recurring~~necessary ~~adjustments)~~should ~~considered~~the ~~necessary~~Company ~~for~~be unable to continue as a ~~fair~~going ~~presentation~~concern. The Company expects to ~~make~~finance ~~our~~its operations ~~financial~~primarily ~~statements~~through ~~not~~cash ~~misleading~~flow ~~have~~from ~~been~~revenue ~~included. The~~and ~~results~~continuing offinancial ~~operations~~support ~~for~~from ~~the~~a ~~periods~~shareholder. ~~ended~~In ~~April~~the ~~30,~~event ~~2025~~that ~~and~~we ~~2024~~require additional ~~presented~~funding ~~are~~to ~~not~~finance ~~necessarily~~the ~~indicative~~growth of the ~~results~~Company’s tocurrent be and expected ~~for~~future ~~the~~operations ~~full~~as ~~year.~~well ~~The~~as ~~Company~~to achieve our strategic objectives, the shareholder has ~~adopted~~indicated ~~July~~the 31intent asand ~~its~~ability ~~fiscal~~to ~~year~~provide ~~end~~additional financing.

~~F-5~~Use of estimates

~~Use~~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.

~~Management uses estimates and assumptions in preparing~~Cash ~~these financial statements in accordance with US GAAP. Those estimates~~ and ~~assumptions~~Cash 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.Equivalents

Cash and cash equivalents are carried at cost and ~~Cash~~represent ~~Equivalents~~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.

~~Cash and cash equivalents~~Accounts 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.Receivable

~~Accounts~~Financial instruments ~~Receivable~~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.

~~Financial instruments~~Management ~~that~~performs ~~potentially~~ongoing ~~subject~~credit evaluations, and the Company tomaintains ~~concentrations~~an ofallowance for potential credit ~~risk~~losses ~~consist~~based ~~primarily~~upon ofits ~~accounts~~loss ~~receivable~~history and its aging analysis. The allowance for doubtful accounts is the Company’s ~~extends~~best estimate of the amount of credit losses in existing toaccounts ~~its~~receivable. ~~customers~~Management inreviews the ~~normal~~allowance ~~course~~for ofdoubtful ~~business~~accounts ~~and~~each ~~generally~~reporting ~~does~~period ~~not~~based ~~require~~on ~~collateral~~a detailed analysis of trade receivables. ~~The~~In ~~Company~~the analysis, management primarily considers the age of the customer’s ~~credit~~receivable, ~~terms~~and ~~are~~also ~~dependent~~considers the creditworthiness ~~upon~~of the ~~segment~~customer, ~~and~~the economic conditions of the customer.’s ~~The~~industry, ~~Company~~general ~~assesses~~economic conditions and trends, and the ~~probability~~business ofrelationship and ~~collection~~history ~~from~~with ~~each~~its ~~customer~~customers, atamong ~~the~~other ~~outset~~factors. If any of these factors change, the ~~arrangement based~~Company onmay aalso ~~number~~change ofits ~~factors~~original estimates, which ~~including~~could impact the ~~customer~~level of the Company’s ~~payment~~future ~~history~~allowance ~~and~~for ~~its~~doubtful ~~current creditworthiness~~accounts. If injudgments ~~management’s judgment~~regarding ~~collection~~the iscollectability of ~~not~~receivables ~~probable~~were incorrect, ~~the~~adjustments ~~Company~~to ~~does~~the ~~not~~allowance ~~record~~may ~~revenue~~be ~~until~~required, ~~the~~which ~~uncertainty~~would isreduce ~~removed~~profitability.

~~Management performs ongoing~~Accounts ~~credit~~receivable ~~evaluations,~~are ~~and~~recognized ~~the Company maintains an allowance for potential credit losses based upon its loss history~~ and ~~its~~carried ~~aging~~at ~~analysis. The allowance for doubtful accounts is~~ the ~~Company’s~~original ~~best~~invoice ~~estimate of the~~ amount ofless ~~credit~~an ~~losses~~allowance infor ~~existing~~any ~~accounts~~uncollectible ~~receivable~~amounts. ~~Management~~ ~~reviews~~An ~~the~~estimate ~~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~~is ~~also~~made ~~considers~~when ~~the~~collection ~~creditworthiness~~ of the ~~customer, the~~full ~~economic~~amount ~~conditions~~is ofno ~~the~~longer ~~customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors~~probable. IfBad ~~any~~debts ofare ~~these~~written ~~factors~~off ~~change,~~as ~~the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts~~identified. ~~If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.~~

~~Accounts~~The Company ~~receivable~~adopted ~~are recognized~~ASU ~~and~~2016-13, ~~carried~~Financial atInstruments ~~the~~- ~~original~~Credit ~~invoice~~Losses ~~amount~~(Topic ~~less~~326): anMeasurement ~~allowance~~of ~~for~~Credit ~~any~~Losses ~~uncollectible~~on ~~amounts~~Financial Instruments, using the modified retrospective method. AnExpected ~~estimate~~credit ~~for~~losses ~~doubtful~~are ~~accounts receivable~~recorded isas ~~made~~general ~~when~~and ~~collection~~administrative ofexpenses on the ~~full~~statements of ~~amount~~operations isand nocomprehensive ~~longer probable~~loss. ~~Bad~~The ~~debts~~receivable balances are written off aswhen ~~identified~~they are deemed uncollectible. The Company accrued allowance for credit losses of nil for the three months ended October 31, 2025.

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 accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

InAccounting Standards ~~December~~Update 2023~~, the FASB issued ASU 2023~~-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU 2023-09 is effective for annual periods beginning after December 15, 2024.:

In December ~~November 2024~~2023, the FASB issued ASU ~~2024~~2023-0309, ~~Disaggregation~~ ofIncome Taxes (Topic 740): Improvements to Income ~~Statement~~Tax ~~Expenses~~Disclosures. The new standard ~~requires~~was ~~entities~~ issued to ~~disclose~~improve ~~additional~~transparency ~~information~~and ~~about~~decision ~~certain~~usefulness ~~expenses, such~~of asincome ~~purchases~~tax ofdisclosures ~~inventory,~~by ~~employee~~providing ~~compensation,~~information ~~depreciation,~~that ~~intangible~~helps ~~asset~~investors ~~amortization~~better understand how an entity’s operations, astax ~~well~~risks, astax ~~selling~~planning ~~expenses~~and ~~included in~~operational ~~commonly~~opportunities ~~presented~~affect ~~expense~~its ~~captions~~tax onrate ~~the~~and ~~income~~prospects ~~statement~~for future cash flows. The ~~FASB~~amendments ~~further~~in ~~clarified~~this ~~the~~update ~~effective~~primarily ~~date~~relate into ~~January~~requiring ~~2025~~greater ~~with~~disaggregated ~~the issuance~~disclosure of ~~ASU~~information ~~2025-01~~in the rate reconciliation, income ~~Income~~taxes ~~Statement~~paid, –income ~~Reporting~~(loss) ~~Comprehensive~~from ~~Income~~continuing –operations ~~Expense~~before ~~Disaggregation~~income ~~Disclosures~~tax expense (~~Subtopic 220-40~~benefit):, ~~Clarifying~~and ~~the~~income ~~Effective~~tax ~~Date~~expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, ~~2026~~2024, and ~~interim~~early ~~periods~~adoption ~~beginning after~~is ~~December 15, 2027~~permitted. ~~Companies~~The standard ~~have~~can ~~the~~be ~~option~~applied toprospectively ~~apply this guidance either on a retrospective~~ or ~~prospective basis, and early adoption is permitted~~retrospectively.

~~The Company reviews new accounting standards as~~Accounting ~~issued.~~Standards ~~Management~~Update ~~has~~2024-03, ~~not~~Income ~~identified~~Statement ~~any~~– ~~other~~Reporting ~~new~~Comprehensive ~~standards~~Income ~~that~~– itExpense ~~believes~~Disaggregation ~~will~~Disclosures ~~have~~(Subtopic 220-40): aDisaggregation ~~significant~~of ~~impact~~Income onStatement ~~the Company’s financial statements.~~Expenses:

FIn November 2024, the FASB issued ASU 2024-803, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

3Early adoption is permitted. ~~ACCOUNTS~~The ~~RECEIVABLE~~Company is currently evaluating the impact of this ASU may have on its financial statements and related disclosures.

~~SCHEDULE OF ACCOUNTS RECEIVABLE~~F-8

	As of April 30, 2025 (Unaudited)			As of July 31, 2024 (Audited)
Accounts receivable	$	10,000		$	10,000
Allowance for doubtful accounts		(10,000	)		(10,000	)
Total	$	-		$	-

3. ACCOUNTS RECEIVABLE

~~As of April 30, 2025 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~~SCHEDULE isOF ~~$0.~~ACCOUNTS RECEIVABLE

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

	As of October 31, 2025 (Unaudited)		As of July 31, 2025 (Audited)

Accounts receivable	$	-	$	10,000
Allowance for doubtful accounts		-		(10,000	)
Total	$	-	$	-

4During the three months ended October 31, 2025, the Company wrote off $10,000 of trade receivables that were deemed uncollectible. ~~PREPAYMENT~~These receivables had been previously provided for through the allowance for doubtful accounts; accordingly, the write-off had no impact on the Company’s condensed consolidated statements of operations.

~~SCHEDULE~~As OFof ~~PREPAYMENT~~October 31, 2025, the Company had no outstanding trade receivables or allowance for credit losses.

	As of April 30, 2025 (Unaudited)		As of July 31, 2024 (Audited)
Prepaid expenses	$	26,368	$	10,912
Total	$	26,368	$	10,912

~~As of April 30, 2025 and July 31, 2024, total~~4. ~~prepaid~~PREPAYMENT ~~expenses was $26,368 and $10,912 which mainly from the consultancy fee, stock and registrar fee, professional and legal fee.~~

~~As of April 30, 2025 and July 31, 2024, amount~~ SCHEDULE ofOF ~~$20,000 and $0 of consulting services from related parties.~~PREPAYMENT

5. PLANT AND EQUIPMENT

	As of October 31, 2025 (Unaudited)		As of July 31, 2025 (Audited)

Prepaid expenses	$	11,558	$	17,399
Total	$	11,558	$	17,399

~~Plant~~As of October 31, 2025 and ~~equipment~~July ~~consisted~~31, 2025, amount of ~~the~~$8,000 ~~following as~~and $14,000 of ~~April~~consulting ~~30,~~services ~~2025~~from ~~and~~related ~~July~~party ~~31,~~- ~~2024:~~directors.

~~SCHEDULE~~5. OF PLANT AND EQUIPMENT

	As of April 30, 2025 (Unaudited)			As of July 31, 2024 (Audited)
Computer and software	$	2,231		$	2,231
Less: accumulated depreciation		(2,231	)		(2,094	)
Plant and equipment, net	$	-		$	137

Plant and equipment consisted of the following as of October 31, 2025 and July 31, 2025:

~~Depreciation expense for the period ended April~~ SCHEDULE ~~30,~~OF ~~2025~~PLANT ~~and~~AND ~~April 30, 2024 was $137 and $558 respectively.~~EQUIPMENT

6. OTHER PAYABLE

	As of October 31, 2025 (Unaudited)			As of July 31, 2025 (Audited)

Computer and software	$	2,231		$	2,231
Less: accumulated depreciation		(2,231	)		(2,231	)
Plant and equipment, net	$	-		$	-

AsDepreciation expense offor ~~January 31, 2025,~~ the ~~former~~three ~~director~~months ~~of the~~ended ~~Company~~October 31, ~~Zonghan~~2025 Wuand ~~advanced~~October $731,~~780~~ to2024 ~~the~~was ~~Company,~~$nil ~~which is unsecured~~ and ~~non-interest~~$109 ~~bearing and is repayable on demand~~respectively.

~~On July 18, 2024, Mr~~6. ~~Zonghan Wu tendered his~~ ~~resignations~~ACCRUED ~~as director.~~ LIABILITIES

~~As of January 31, 2025, the current director of~~ SCHEDULE ~~the~~OF ~~Company,~~ACCRUED ~~Yunyuan Chen advanced $185 to the Company, which is unsecured and non-interest bearing and is repayable on demand.~~LIABILITIES

On February 01, 2025, Mr. Zonghan Wu waived the repayment of the $7,780 loan. Ms. Yunyuan Chen waived the repayment of the $185 loan. As such, there are currently no interested/related party loans between Zonghan Wu, Yunyuan Chen and the Company.

As of

October 31, 2025

(Unaudited)

As of

July 31, 2025

(Audited)

Accrued liabilities

2,700

5,200

~~On March~~As 04of October 31, 2025, ~~Ms.~~the ~~Yunyuan~~Company ~~Chen~~has ~~tendered~~accrued ~~her~~liabilities ~~resignations~~of ~~as Director~~$2,700 ~~President,~~which ~~and~~comprises ~~Chief Executive Officer~~ of ~~the~~outstanding ~~Company.~~audit Msfees ~~Chen will~~and ~~remain~~stock ~~the Secretary~~ and ~~Treasurer of the Company~~registrar fee.

~~7. SHAREHOLDERS’ EQUITY~~F-9

~~The~~7. AMOUNT ~~Company~~OWING ~~has~~TO ~~75,000,000 shares of common stock authorized.~~DIRECTOR

~~During~~As of ~~the~~October ~~year ended July~~ 31, ~~2024~~2025, the ~~Company issued~~director anof ~~aggregated~~the ~~of 200~~Company,~~000 shares~~ ofYiding ~~its~~Bao ~~common~~advanced ~~stock at~~ $~~0.025 per share for aggregate gross proceeds of $~~5,~~000. The~~300 ~~Company~~to ~~also~~the ~~issued an aggregated of 520~~Company,~~000 shares~~ ofwhich ~~its~~is ~~common~~unsecured ~~stock~~and atnon-interest ~~$0.025 per share for two service providers~~bearing ~~for~~and ~~consideration~~is ofrepayable ~~$13,000~~on demand.

On March 24, 2025, a Stock Purchase Agreement was entered into between TOPP Holdings Group Ltd (the “Seller”), whose controlling person is Yunyuan Chen, and Shiyong Zhao (the “Purchaser”), wherein the Purchaser purchased 2,640,000 shares of Common Shares from the Seller, par value $08.~~001 per~~ ~~share~~SHAREHOLDERS’ (the “Shares”), of Birdie Win Corporation, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately 44.6% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis.EQUITY

~~During the nine months period ended April 30,~~The ~~2025, the~~ Company ~~issued~~has ~~an aggregated of 960~~75,000 ,000 shares of ~~its~~ common stock ~~at $0~~authorized.~~025 per share, totaling $24,000, as consideration for consulting services provided by three newly appointed directors.~~

AsDuring the ofyear ~~April~~ended 30July 31, ~~2025~~2024, the Company ~~has~~issued 6an aggregated of 200,~~720,~~000 shares of its common stock ~~issued~~at ~~and~~$0.025 ~~outstanding~~per share for aggregate gross proceeds of $5,000. ~~There~~The ~~are~~Company noalso issued an aggregated of 520,000 shares of ~~preferred~~its common stock ~~authorized~~at $0.025 per share for two service providers for consideration of $13,000.

FOn March 24, 2025, a Stock Purchase Agreement was entered into between TOPP Holdings Group Ltd (the “Seller”), whose controlling person is Yunyuan Chen, and Shiyong Zhao (the “Purchaser”), wherein the Purchaser purchased 2,640,000 shares of Common Shares from the Seller, par value $0.001 per share (the “Shares”), of Birdie Win Corporation, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately 44.6% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-9diluted basis.

8During the year ended July 31, 2025, the Company issued an aggregated of 960,000 shares of its common stock at $0.025 ~~INCOME~~per ~~TAX~~share, totaling $24,000, as consideration for consulting services provided by three newly appointed directors, Shiyong Zhao, Yidong Bao, and Fengjun Wang. Of this amount, $960, representing the par value of $0.001 per share, was classified as common stock, and the remaining $23,040 was recorded as Additional Paid-In Capital.

~~The~~During the ~~loss~~year ~~from~~ended ~~operation~~July ~~before~~31, ~~income~~2025, ~~taxes~~Additional ~~of the~~Paid-In ~~Company~~Capital ~~for~~increased by $7,965, reflecting the ~~nine~~forgiveness ~~months~~of ~~ended~~related-party ~~April~~loans ~~30,~~by ~~2025~~a former ~~and~~director ~~2024~~- ~~were~~Mr. ~~comprised~~Zonghan ofWu and the ~~following:~~Company’s Chief Financial Officer - Ms. Yunyuan Chen.

~~SCHEDULE~~As OFof ~~LOSS~~October ~~FROM~~31, ~~OPERATION~~2025, ~~BEFORE~~the ~~INCOME~~Company ~~TAXES~~has 6,720,000 shares of common stock issued and outstanding. There are no shares of preferred stock authorized.

	2025			2024
	For the nine months ended April 30
	2025			2024
Tax jurisdictions from:
– Local	$	(6,033	)	$	(16,719	)
Loss before income taxes	$	(6,033	)	$	(16,719	)

9. INCOME TAX

~~United~~The loss ~~States~~from operation before income taxes of ~~America~~the Company for the three months ended October 31, 2025 and 2024 were comprised of the following:

~~The Tax Act reduces the U.S. statutory corporate~~SCHEDULE ~~tax~~OF ~~rate~~OPERATION ~~from~~BEFORE ~~35%~~INCOME 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 30, 2025, the operations in the United States of America incurred $63,929 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 $13,425 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.TAXES

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30, 2025 and July 31, 2024:

	2025			2024
	For the three months ended October 31
	2025			2024
Tax jurisdictions from:
– Local	$	(8,247	)	$	(83	)

Loss before income taxes	$	(8,247	)	$	(83	)

~~SCHEDULE~~United States OFof ~~AGGREGATE DEFERRED TAX ASSETS~~America

	As of			As of
	April 30, 2025			July 31, 2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	13,425		$	12,158
Net operating loss carryforwards – United States of America	$	13,425		$	12,158
Less: valuation allowance		(13,425	)		(12,158	)
Deferred tax assets	$	-		$	-

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 October 31, 2025, the operations in the United States of America incurred $83,442 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 $17,523 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.

~~Management~~The following ~~believes~~table ~~that~~sets itforth isthe ~~more~~significant ~~likely~~components ~~than not~~of ~~that~~ the aggregate deferred tax assets ~~will~~of ~~not be fully realizable in~~ the ~~future. Accordingly, the~~ Company ~~provided~~as ~~for~~of aOctober ~~full~~31, ~~valuation~~2025 ~~allowance~~and ~~against~~July ~~its deferred tax assets of $13~~31,~~425~~ ~~as of April 30,~~ 2025. :

9.SCHEDULE ~~RELATED~~OF ~~PARTY~~AGGREGATE ~~TRANSACTIONS~~DEFERRED TAX ASSETS

On March 1, 2025, the company has entered into an agreement with 3 new director for a term of 12 months by providing consultant services. The Company issued an aggregated of 960,000 shares of its common stock at $0.025 per share, totaling $24,000, as consideration for consulting services provided by three newly appointed directors.

	As of			As of
	October 31, 2025			July 31, 2025
Deferred tax assets:

Net operating loss carryforwards
– United States of America	$	17,523		$	15,791
Less: valuation allowance		(17,523	)		(15,791	)
Deferred tax assets	$	-		$	-

~~During~~Management believes ~~the~~that ~~nine~~it ~~months~~is ~~period~~more ~~ended~~likely ~~April~~than ~~30, 2025,~~not that the ~~directors~~deferred ~~provided~~tax ~~consulting~~assets ~~services~~will ofnot ~~$4,000~~be tofully realizable in the future. Accordingly, the Company provided ~~and~~for ~~remaining~~a ~~$20,000~~full ofvaluation ~~consulting~~allowance ~~services~~against ~~will~~its bedeferred ~~rendered in~~tax ~~subsequent~~assets ~~periods~~of $17,523 as of October 31, 2025.

F-10~~. CONCENTRATIONS OF RISK~~

~~Customer~~10. RELATED ~~Concentration~~PARTY TRANSACTIONS

~~For~~On March ~~the three months ended April 30~~1, 2025, ~~there was~~the ~~one~~company ~~customer~~has ~~who~~entered ~~accounted~~into ~~for~~an ~~100%~~agreement ofwith ~~the~~3 ~~Company’s~~new ~~revenues.~~director ~~For~~for ~~the~~a ~~three~~term of 12 months ~~ended~~by ~~April~~providing ~~30,~~consultant ~~2024,~~services. The ~~there~~Company ~~was~~issued ~~one~~an ~~customer who~~aggregated ~~accounted~~of ~~for~~960,000 ~~100%~~shares of ~~the~~its ~~Company’s~~common ~~revenues~~stock at $0.025 ~~The~~per ~~customers~~share, ~~who~~totaling ~~accounted~~$24,000, as consideration for ~~100%~~consulting services ofprovided ~~the~~by ~~Company’s~~three ~~revenues~~newly ~~and~~appointed ~~its~~directors. This ~~outstanding receivable~~issuance ~~balance~~represents ata ~~period~~non-~~end~~cash isissuance ~~presented~~of ~~below:~~common stock for services.

~~SCHEDULE~~During the OFthree ~~REVENUES~~months ~~AND~~period ~~OUTSTANDING~~ended ~~RECEIVABLE~~October 31, 2025, the Company recognized $6,000 of consulting service expense related to this issuance. The remaining $8,000 will be recognized over the remaining service period.

	For the three months ended April 30
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	5,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			100	%		-		-
Total	$	5,000	$	5,000		100	%		100	%	$	-	$	-

11. CONCENTRATIONS OF RISK

~~For the nine months ended April 30, 2025, there~~Customer was one customer who accounted for 100% of the Company’s revenues. For the nine months ended April 30, 2024, there was one customer 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:Concentration

	For the nine months ended April 30
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	25,000	$	-		100	%		-		$	-	$	-
Customer B		-		20,000		-			100	%		-		-
Total	$	25,000	$	20,000		100	%		100	%	$	-	$	-

For the three months ended October 31, 2025, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended October 31, 2024, there was one customer 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:

~~F-10~~SCHEDULE OF REVENUES AND OUTSTANDING RECEIVABLE

11. SEGMENT REPORTING

	For the three months ended October 31
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts receivable

Customer A	$	5,000	$	-		100	%		-		$	-	$	-
Customer B		-		10,000		-			100	%		-		-
Total	$	5,000	$	10,000		100	%		100	%	$	-	$	-

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 statements12. ~~The Company has single~~ ~~reportable~~SEGMENT ~~segment based on business unit, financial services business and two reportable segments based on country, Malaysia and Hong Kong.~~REPORTING

InASC 280, ~~accordance with the~~ “Segment Reporting” ~~Topic~~ ofestablishes ~~the~~standards ~~ASC,~~for ~~the~~reporting ~~Company’s~~information ~~chief~~about operating ~~decision~~segments ~~maker~~on ~~has~~a ~~been~~basis ~~identified~~consistent ~~as the Chief Executive Officer and President,~~with ~~who reviews operating results to make decisions about allocating resources and assessing performance for~~ the ~~entire~~ Company.’s ~~Existing guidance,~~internal ~~which~~organization isstructure ~~based~~as onwell aas ~~management approach to segment reporting, establishes requirements to report selected segment~~ information ~~quarterly~~ ~~and to report annually entity-wide disclosures~~ about ~~products and~~ services categories, ~~major~~business ~~customers,~~segments and ~~the~~major ~~countries~~ customers in ~~which~~financial ~~the entity holds material assets and reports revenue~~statements. ~~All~~The ~~material~~Company ~~operating~~has ~~units~~single ~~qualify~~reportable ~~for~~segment ~~aggregation~~based ~~under~~on ~~“Segment~~business ~~Reporting” due~~unit, tofinancial ~~their~~services ~~similar~~business ~~customer base~~ and ~~similarities~~one inreportable segments ~~economic~~based ~~characteristics;~~on ~~nature of products and services; and procurement~~country, ~~manufacturing and~~Hong ~~distribution processes~~Kong.

~~SCHEDULE~~In accordance OFwith ~~SEGMENT~~the ~~REPORTING~~“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.

By Business Unit	Financial Services Business			Total
	For the Nine Months Ended and As of April 30, 2025
By Business Unit	Financial Services Business			Total
Revenue	$	25,000		$	25,000
Cost of revenue		-			-
Operating expenses		(31,033	)		(31,033	)
Loss from operations		(6,033	)		(6,033	)
Total assets	$	28,136		$	28,136
Capital expenditure	$	-		$	-

SCHEDULE OF SEGMENT REPORTING

By Business Unit	Financial Services Business			Total
	For the Three Months Ended and As of October 31, 2025
	For the Nine Months Ended and As of April 30, 2024
By Business Unit	Financial Services Business (Literacy Seminar)			Total
By Business Unit	Financial Services Business			Total
Revenue	$	5,000		$	5,000
Revenue	$	20,000		$	20,000
Cost of revenue		-			-
Operating expenses		(3613,~~719~~247	)		(3613,~~719~~247	)
Loss from operations		(168,~~719~~247	)		(168,~~719~~247	)
Total assets	$	1614,~~347~~123		$	1614,~~347~~123
Capital expenditure	$	-		$	-

By Country	United States		Hong Kong			Malaysia		Total
	For the Nine Months Ended and As of April 30, 2025
By Country	United States		Hong Kong			Malaysia		Total
Revenue	$	-	$	25,000		$	-	$	25,000
Cost of revenue		-		-			-		-
Operating expenses		-		(31,033	)		-		(31,033	)
Loss from operations		-		(6,033	)		-		(6,033	)
Total assets	$	-	$	28,136		$	-	$	28,136
Capital expenditure	$	-	$	-		$	-	$	-

F-11


	For the Three Months Ended and As of October 31, 2024
By Business Unit	Financial Services Business (Literacy Seminar)			Total
Revenue	$	10,000		$	10,000

Cost of revenue		-			-
Operating expenses		(10,083	)		(10,083	)

Loss from operations		(83	)		(83	)

Total assets	$	10,086		$	10,086
Capital expenditure	$	-		$	-

By Country	United States		Hong Kong			~~Malaysia~~Total			~~Total~~
	For the Nine Months Ended and As of April 30, 2024
	For the Three Months Ended and As of October 31, 2025
By Country	United States		Hong Kong			~~Malaysia~~Total			~~Total~~
Revenue	$	-	$	205,000		$	-5,000		$	~~20,000~~
Cost of revenue		-		-			-			-
Operating expenses		-		(2613,~~719~~247	)		(1013,~~000~~247	)		~~(36,719~~	)
Loss from operations		-		(68,~~719~~247	)		(108,~~000~~247	)		~~(16,719~~	)
Total assets	$	-	$	1614,~~347~~123		$	-14,123		$	~~16,347~~
Capital expenditure	$	-	$	-		$	-		$	-

12. SUBSEQUENT EVENTS

By Country	United States		Hong Kong			Total
	For the Three Months Ended and As of October 31, 2024
By Country	United States		Hong Kong			Total
Revenue	$	-	$	10,000		$	10,000

Cost of revenue		-		-			-
Operating expenses		-		(10,083	)		(10,083	)

Loss from operations		-		(83	)		(83	)

Total assets	$	-	$	10,086		$	10,086
Capital expenditure	$	-	$	-		$	-

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 30, 2025 up through the date the Company issued the financial statements13. ~~During the period, the Company did not have any material recognizable subsequent~~ ~~events.~~SUBSEQUENT EVENTS

~~F-12~~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 October 31, 2025 up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~F-12

~~The information contained in this quarter report~~ITEM on2. Form 10-Q is intended to update the information contained in our Form 10-K dated October 3, 2024, for the year ended July 31,2024 and presumes that readers have access to, and will have read, the “ManagementMANAGEMENT’sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis”~~ANALYSIS ~~and~~OF ~~other~~FINANCIAL ~~information contained~~CONDITION inAND ~~such~~RESULTS ~~Form~~OF ~~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.~~OPERATIONS

The ~~following discussion contains certain statements~~ ~~that~~information ~~may~~contained ~~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~~Form ~~forward~~10-~~looking~~Q ~~statements.~~is Weintended ~~strongly encourage investors~~ to ~~carefully~~update ~~read~~ the ~~factors~~information ~~described~~contained in our Form S10-1K ~~registration~~dated October ~~statement~~9, ~~filed on August 27~~2025, ~~2021,~~for in the ~~section~~year ~~entitled~~ended ~~“Risk~~July ~~Factors”~~31,2025 ~~for~~and apresumes ~~description of certain risks~~ that ~~could, among~~readers ~~other~~have ~~things,~~access ~~cause actual results~~ to, ~~differ~~and ~~from~~will ~~these~~have ~~forward-looking~~read, ~~statements.~~the We“Management’s Discussion ~~assume~~and noAnalysis” ~~responsibility~~and toother ~~update~~information ~~the forward-looking statements~~ contained in ~~this~~such ~~quarter report on~~ Form 10-QK. The following ~~should~~discussion and analysis also beshould be read intogether ~~conjunction~~ with ~~the~~our ~~unaudited~~financial ~~Condensed Financial~~statements ~~Statements~~ and the notes ~~thereto~~to ~~that~~the ~~appear~~financial statements included elsewhere in this ~~report~~Form 10-Q.

~~Company~~The following ~~Overview~~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.

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

~~The Company’s executive office is located~~We, atBirdie ~~Unit~~Win 8Corporation, ~~6/F,~~a ~~Wayson~~Nevada ~~Commercial~~corporation ~~Building,~~(“the 28Company”) ~~Connaught~~was ~~Road~~incorporated ~~West,~~under ~~Hong~~the ~~Kong.~~laws Weof ~~offer~~the ~~one-on-one~~State ~~Personal~~of ~~Financial~~Nevada ~~Literacy~~on ~~Seminar~~April ~~services~~16, ~~with a focus on providing such services to customers in Malaysia and Hong Kong individuals or families~~2021.

The Company’s executive office is located at Unit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong Kong. We offer one-3on-one Personal Financial Literacy Seminar services, with a focus on providing such services to customers in Malaysia and Hong Kong individuals or families.

Results of operations

Three months ended ~~April~~October 3031, 2025 and 2024

Revenues

For the three months ended ~~April~~October 3031, 2025, the Company generated revenue in the amount of $5,000. The revenue was generated as a result of the Company having provided one Personal Financial Literacy Seminar (PFL Seminar) to a participant.

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 the Company having provided ~~one~~two Personal Financial Literacy ~~Seminar~~Seminars (PFL Seminar) to atwo ~~participant~~participants.

Operating Expenses

For the three months ended ~~April~~October 3031, 2025, the Company had operating expenses in the amount of $1113,~~855~~247. These were primarily comprised of audit fees, consultancy fees, and other professional fees.

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, stock and registrar fees, and other professional fees.

The increase of the operating expenses was the result of the increase in consultancy fees.

Net loss

For the three months ended ~~April~~October 3031, 2025, the Company has incurred a net loss of $68,~~855~~247.

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

~~Nine months ended April 30, 2025 and 2024~~-3-

~~Revenues~~Liquidity and Capital Resources

~~For the nine months ended April 30, 2025, the~~Cash ~~Company~~Used ~~generated revenue~~ in ~~the~~Operating ~~amount of $25,000. The revenue was generated as a result of the Company having provided five Personal Financial Literacy Seminars (PFL Seminar) to participants.~~Activities

For the ~~nine~~three months ended ~~April~~October 3031, ~~2024~~2025, the Company ~~generated~~has ~~revenue~~net incash ~~the~~inflow ~~amount~~$394 in ofoperating ~~$20~~activities,~~000.~~ ~~The~~which ~~revenue~~ was ~~generated~~primarily asattributable to anet ~~result~~loss offrom ~~the~~operation, ~~Company~~increase ~~having~~in ~~provided~~other ~~four~~payable, ~~Personal Financial~~decrease ~~Literacy~~in ~~Seminars~~prepayment ~~(PFL~~and ~~Seminar)~~decrease toin ~~participants~~accrued liabilities.

~~Operating~~For the ~~Expenses~~three months ended October 31, 2024, the Company has net cash inflow $83 in operating activities, which was primarily attributable to net loss from operation, increase in prepayment and decrease in accrued liabilities.

~~For the nine months ended April 30, 2025, the~~Off-Balance ~~Company~~Sheet ~~had general and administrative expenses in the amount of $31,033. These were primarily comprised of audit fees, consultancy fees, and other professional fees.~~Arrangements

~~For the nine months ended April 30, 2024, the~~The Company ~~had~~has ~~general~~no ~~and~~off-balance ~~administrative~~sheet ~~expenses in the amount of $36,719~~arrangements. ~~These were primarily comprised of allowance for doubtful accounts, audit fees, bookkeeping fees, and other professional fees.~~

~~The decrease of the general and administrative~~Critical ~~expenses~~Accounting ~~was the result of the decrease in allowance for doubtful accounts and bookkeeping fees.~~Policies

~~Net~~Recent adopted ~~loss~~accounting standards

~~For~~In November 2023, the ~~nine~~FASB ~~months~~issued ~~ended~~ASU ~~April~~2023-07, 30“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which ~~2025~~expands annual and interim disclosure requirements for reportable segments, ~~the~~primarily through enhanced disclosures about significant ~~Company~~segment ~~has~~expenses. ~~incurred~~The aASU ~~net~~2023-07 ~~loss~~is ofeffective $6for annual reporting periods beginning after December 15,~~033~~ 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.

~~For the nine months ended April 30, 2024, the~~Item ~~Company~~3 ~~has~~Quantitative ~~incurred~~and aQualitative ~~net~~Disclosures ~~loss~~About ofMarket ~~$16,719~~Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-4-K, the Company is not required to provide information required by this Item.

~~Liquidity~~Item 4 Controls and ~~Capital Resources~~Procedures.

~~Cash~~Disclosure Controls ~~Used~~and ~~in Operating Activities~~Procedures

~~For~~We maintain ~~the~~disclosure ~~nine~~controls ~~months~~and ~~ended~~procedures, ~~April~~as ~~30,~~defined ~~2025,~~in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the ~~Company~~“Exchange ~~has~~Act”), ~~net~~that ~~cash~~are ~~outflow~~designed ~~$77~~to ensure that information required to be disclosed by us in ~~operating~~the ~~activities,~~reports ~~which~~that ~~was~~we ~~primarily~~file or ~~attributable~~submit tounder ~~net~~the ~~loss~~Exchange ~~from~~Act ~~operation~~is recorded, ~~increase~~processed, summarized and reported within the time periods specified in ~~prepayment~~the Securities and ~~decrease~~Exchange inCommission’s ~~accrued~~rules ~~liabilities~~and forms and ~~other~~that ~~payable~~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.

~~For~~We carried out an evaluation, under the ~~nine~~supervision ~~months~~and ~~ended~~with ~~April~~the 30participation of our management, ~~2024~~including our chief executive officer, of the ~~Company~~ ~~has~~effectiveness ~~net~~of ~~cash~~our ~~outflow~~disclosure $4controls and procedures as of October 31,~~808~~ 2025. Based on the evaluation of these disclosure controls and procedures, and in ~~operating~~light ~~activities~~of the material weaknesses found in our internal controls over financial reporting, ~~which~~our ~~was~~chief ~~primarily~~executive officer ~~attributable~~concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to ~~net~~be ~~loss~~material ~~from~~weaknesses ~~operation,~~under ~~increase~~the instandards of the Public Company Accounting Oversight Board were: (i) ~~prepayment~~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, ~~decrease~~ resulting in ~~accrued~~ineffective ~~liabilities~~oversight in the establishment and ~~increase~~monitoring inof ~~amount~~required ~~due~~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 athe ~~director~~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 October 31, 2025.

~~Off~~-~~Balance Sheet Arrangements~~4-

~~The~~Management’s Report ~~Company~~on ~~has~~Internal noControl ~~off-balance~~over ~~sheet~~Financial ~~arrangements.~~Reporting

~~Critical~~Our management ~~Accounting~~is ~~Policies~~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:

~~Recent~~1. ~~adopted~~pertain ~~accounting~~to ~~standards~~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.

InBecause of ~~November~~its ~~2023~~inherent limitations, ~~the~~internal ~~FASB~~control ~~issued~~over ~~ASU~~financial ~~2023-07, “Segment~~reporting ~~Reporting~~may ~~(Topic~~not ~~280):~~prevent ~~Improvements~~or todetect ~~Reportable~~misstatements. ~~Segment Disclosures”~~Also, ~~which~~projections ~~expands annual and interim disclosure~~of ~~requirements~~any ~~for~~evaluation ~~reportable~~of ~~segments,~~effectiveness ~~primarily~~to ~~through~~future ~~enhanced~~periods ~~disclosures~~are ~~about~~subject ~~significant~~to ~~segment~~the ~~expenses.~~risk ~~The~~that ~~ASU~~controls ~~2023-07~~may isbecome ~~effective for~~inadequate ~~annual~~because ~~reporting~~of ~~periods~~changes ~~beginning after December 15, 2023, and interim periods~~ in ~~fiscal years beginning after December 15~~conditions, ~~2024.~~ ~~Early~~or ~~adoption~~that isthe ~~permitted.~~degree ~~The~~of ~~Company~~compliance ~~already~~with ~~adopted~~the ~~this~~policies ~~ASU~~or onprocedures ~~its~~may ~~consolidated financial statements and related disclosures~~deteriorate.

~~Recent~~Management assessed ~~accounting~~the ~~pronouncements~~effectiveness of the Company’s internal control over financial reporting as of October 31, 2025. 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.

~~The~~As of ~~Company~~October ~~has~~31, ~~reviewed~~2025, ~~all~~management ~~recently~~assessed ~~issued, but~~the ~~not~~effectiveness ~~yet~~of ~~effective,~~our ~~considers~~internal control over financial reporting based on the ~~applicability~~criteria ~~and~~for effective ~~impact~~internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of ~~all~~Sponsoring ~~accounting~~Organizations ~~standards~~of ~~updates~~the Treadway Commission (“~~ASUs~~COSO”). ~~Management~~in ~~periodically~~2013 and SEC guidance on conducting such assessments. ~~reviews~~Based ~~new~~on ~~accounting~~such ~~standards~~evaluation, the Company’s management concluded that, ~~are~~during ~~issued~~the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

~~In December 2023, the FASB issued ASU 2023-09,~~Changes ~~“Income~~in ~~Taxes~~Internal ~~(Topic~~Control ~~740):~~over ~~Improvements~~Financial to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU 2023-09 is effective for annual periods beginning after December 15, 2024.Reporting:

~~In November 2024, the FASB issued ASU 2024-03,~~There ~~Disaggregation~~were ofno ~~Income~~changes Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in ~~commonly~~our ~~presented~~internal ~~expense~~control ~~captions~~over onfinancial ~~the~~reporting ~~income~~during ~~statement. The FASB further clarified~~ the ~~effective~~three ~~date~~months inended October ~~January~~31, 2025 ~~with the issuance of ASU 2025-01~~, ~~Income~~that ~~Statement~~have ~~– Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic~~materially ~~220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15~~affected, ~~2026,~~or ~~and~~are ~~interim~~reasonably ~~periods~~likely ~~beginning after~~to ~~December~~materially 15affect, ~~2027.~~our ~~Companies~~internal ~~have~~control ~~the~~over ~~option~~financial ~~to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted~~reporting.

~~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.~~-5-

~~-5-~~PART II — OTHER INFORMATION

Item ~~3 Quantitative and Qualitative Disclosures~~ ~~About~~1. ~~Market~~Legal ~~Risk.~~Proceedings

AsWe are anot ~~“smaller~~subjected ~~reporting~~to ~~company”~~nor ~~as defined~~engaged byin ~~Item~~any 10litigation, arbitration or claim of ~~Regulation~~material ~~S-K~~importance, ~~the~~and ~~Company~~no litigation, arbitration or claim of material importance is ~~not~~known ~~required~~to us to ~~provide~~be ~~information~~pending ~~required~~or threatened by ~~this~~or ~~Item~~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. 4Unregistered ~~Controls~~Sales of Equity Securities and ~~Procedures.~~Use of Proceeds

~~Disclosure Controls and Procedures~~None.

~~We maintain disclosure controls and procedures,~~Item as3. ~~defined~~Defaults inUpon ~~Rule~~Senior ~~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 30, 2025None. 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 30, 2025.

~~Management’s Report on Internal Control~~Item ~~over~~4. ~~Financial~~Mine ~~Reporting~~Safety Disclosures

~~Our management is responsible for establishing~~Not ~~and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act~~applicable. 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:

1Item 5. ~~pertain~~Other ~~to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; 2~~Information. 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.

~~-6-~~None.

~~Because of its inherent limitations, internal~~ITEM ~~control over financial reporting may not prevent or detect misstatements~~6. 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.Exhibits

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2025. 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.

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)

As of April 30, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for 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.-6-

~~Changes in Internal Control over Financial Reporting:~~SIGNATURES

~~There~~Pursuant to ~~were~~the norequirements ~~changes~~of inSection ~~our~~13 ~~internal~~or ~~control over~~15(d) ~~financial~~of ~~reporting during~~ the ~~nine~~Securities ~~months~~Exchange ~~ended~~Act ~~April~~of 301934, ~~2025,~~the ~~that~~Registrant ~~have~~has ~~materially~~duly ~~affected,~~caused orthis ~~are~~Report ~~reasonably likely~~ to ~~materially~~be signed ~~affect,~~on ~~our~~its ~~internal~~behalf ~~control~~by ~~over~~the ~~financial~~undersigned, ~~reporting~~thereunto duly authorized.

~~-7-~~Birdie Win Corporation (Name of Registrant)

~~PART~~Date: December II05, ~~— OTHER INFORMATION~~2025

~~Item~~By: 1./s/ ~~Legal~~SHIYONG ~~Proceedings~~ZHAO SHIYONG ZHAO Title: Chief Executive Officer, President, Chairman (Principal Executive Officer)

WeBy: 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~~YUNYUAN ofCHEN ~~operations~~YUNYUAN orCHEN ~~financial condition.~~Title: ~~Further,~~Chief ~~there~~Financial ~~are~~Officer no(Principal ~~proceedings~~Financial ~~in which any of our directors~~Officer, ~~officers~~Principal orAccounting ~~affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.~~Officer)

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~-7-

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)

-8-

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 05, 2025

By: /s/ SHIYONG ZHAO SHIYONG ZHAO Title: Chief Executive Officer, President, Director (Principal Executive Officer)

By: /s/ YUNYUAN CHEN YUNYUAN CHEN Title: Secretary, Treasurer (Principal Financial Officer, Principal Accounting Officer)

-9-

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