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 ~~October~~January 31, ~~2025~~2026

☐ 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 ~~October~~January 31, ~~2025~~2026
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 OCTOBER 31, 2025 (UNAUDITED) AND JULY 31, 2025 (AUDITED)	F-1
	CONDENSED BALANCE SHEETS AS OF JANUARY 31, 2026 (UNAUDITED) AND JULY 31, 2025 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-4
	CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE THREE MONTHS ENDED OCTOBER 31, 2025	F-5 – F-12
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE SIX MONTHS ENDED JANUARY 31, 2026	F-5 – F-11
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	45
ITEM 4.	CONTROLS AND PROCEDURES	~~4 -~~ 5
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	6
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4	MINE SAFETY DISCLOSURES	6
ITEM 5	OTHER INFORMATION	6
ITEM 6	EXHIBITS	6
SIGNATURES		7

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

BIRDIE WIN CORPORATION

CONDENSED BALANCE SHEETS

AS OF ~~OCTOBER~~JANUARY 31, ~~2025~~2026 (UNAUDITED) AND JULY 31, 2025 (AUDITED)

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

	As of			As of
	October 31, 2025			July 31, 2025
	January 31, 2026			July 31, 2025
		(Unaudited)			(Audited)
	(Uuaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	~~2,565~~722		$	2,171
Accounts receivable		-5,000			-
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
Prepayment (including $2,000 and $14,000 of prepayments to related party as of January 31, 2026 and July 31, 2025 respectively)		10,324			17,399
Total current assets		1416,~~123~~046			19,570
Non - current asset
Plant and equipment, net	$	-		$	-
Total non - current asset		-			-
TOTAL ASSETS	$	1416,~~123~~046		$	19,570
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	2,700		$	5,200
Amount owing to director		515,~~300~~500			-
Total current liabilities		818,~~000~~200			5,200
Total liabilities	$	818,~~000~~200		$	5,200
Stockholders’ equity
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
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 6,720,000 shares as of January 31, 2026 and July 31, 2025, respectively	$	6,720		$	6,720
Additional paid in capital		82,845			82,845
Accumulated deficit		(8391,~~442~~719	)		(75,195	)
Total stockholders’ equity	$	6(2,~~123~~154	)	$	14,370
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1416,~~123~~046		$	19,570

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 SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

(UNAUDITED)

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

	2025			2024
	Three months ended January 31						Six months ended January 31
	Three months ended October 31
	2026			2025			2026			2025
	2025			2024
Revenue	$	5,000		$	10,000		$	10,000		$	20,000
Revenue	$	5,000		$	10,000
Operating expenses
Operating expenses
General and administrative expenses (including $6,000 and $nil of general and administrative expenses to related party for the three months ended January 31, 2026 and 2025 respectively, and $12,000 and $nil of general and administrative expenses to related party for the six months ended January 31, 2026 and 2025, respectively)		13,277			9,068			26,524			19,042
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		-			28			-			137
Depreciation		-			109
Total operating expenses		13,277			9,096			26,524			19,179
Total operating expenses		13,247			10,083
(Loss)/income from operations		(8,277	)		904			(16,524	)		821
Loss from operations		(8,247	)		(83	)
Net (loss )/income		(8,277	)		904			(16,524	)		821
Net loss		(8,247	)		(83	)
Earnings per share
Earnings per share
Net loss per common share – basic and diluted		(0.00	)		0.00			(0.00	)		0.00
Net loss per common share – basic and diluted		(0.00	)		(0.00	)
Weighted average number of ordinary shares
Weighted average number of ordinary shares
Basic and diluted		6,720,000			5,760,000			6,720,000			5,760,000
Basic and diluted		6,720,000			5,760,000

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 SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

(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, 2025		6,720,000		6,720		82,845		(75,195	)		14,370
Net loss		-		-		-		(8,247	)		(8,247	)
Balance as of October 31, 2025		6,720,000		6,720		82,845		(83,442	)		6,123
Net loss		-		-		-		(8,277	)		(8,277	)
Balance as of January 31, 2026		6,720,000		6,720		82,845		(91,719	)		(2,154	)

	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total	~~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	)
Net income		-		-		-		904			904
Net income (loss)		-		-		-		904			904
Balance as of January 31, 2025		5,760,000		5,760		51,840		(57,074	)		526

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

F-3

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

(UNAUDITED)

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

	2025			2024
	For the Six Months Ended
	For the Three Months Ended
	January 31
	October 31
	2026			2025
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(8,247	)	$	(83	)
Net (loss)/income	$	(16,524	)	$	821
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net (loss)/income to net cash used in operating activities:
Depreciation		-			~~109~~137
Stock based compensation - consulting services		612,000			-
Changes in operating assets and liabilities:
Prepayment		(159	)		2,781
Accounts receivable		(5,000	)		-
Accrued liabilities		(2,500	)		(2,725	)
Prepayment		(4,925	)		403
Amounts owing to director		5,300			-
Accrued liabilities		(2,500	)		(2,710	)
Net cash provided by operating activities		394			83
Amounts owing to director		15,500			-
Other payable		-			185
Net cash used in operating activities		(1,449	)		(1,164	)
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~~(1,449	)		83(1,164	)
Cash and cash equivalents, beginning of period		2,171			1,845
Cash and cash equivalents, beginning of year		2,171			1,845
Cash and cash equivalents, end of period	$	2,565		$	1,927
Cash and cash equivalents, end of year	$	722		$	681
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of common stock for service provider	$	~~24,000~~-		$	-

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

F-4

BIRDIE WIN CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~THREE~~ SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

The Company’s executive office is located at Unit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong 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 July 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.

On March 04, 2025, the sole officer and director of the Company, Yunyuan Chen, tendered her resignations as President, and Chief Executive Officer of the Company. On June 05, 2025, Yunyuan Chen tendered her resignation as Director. Ms Chen will remain the Treasurer of the Company. The Company’s Board of Directors appointed Shiyong Zhao to serve as the Company’s Chief Executive Officer and Chairman, Fengjun Wang and Yidong Bao as Directors of the Company .

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed financial statements for Birdie Win Corporation for the period ended ~~October~~January 31, ~~2025~~2026 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statement, instructions to Form 10-Q and Regulations S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended July 31, 2025. 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 ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 presented are 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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the ~~three~~six months ended January ~~October~~ 31, ~~2025~~2026, the Company incurred a net loss of $816,~~247~~524. ~~and~~As asof atJanuary ~~October~~ 31, ~~2025~~2026, the Company’s current liabilities exceeded its current assets by $2,154 and has an accumulated deficit of $ 8391,~~442~~719. 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 its ashareholders ~~shareholder~~and director. 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.

The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using the modified retrospective method. Expected credit losses are recorded as general and administrative expenses on the statements of operations and comprehensive loss. The receivable balances are written off when they are deemed uncollectible. The Company accrued allowance for credit losses of nil for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026.

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 . Revenue from PFL Seminar services is recognised over time, as the customer simultaneously receives and consumes the benefits of the Company’s services as they are performed.

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.

Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively.

Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:

In November 2024, the FASB issued ASU 2024-03, 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.

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

F-8

3. ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

	As of October 31, 2025 (Unaudited)		As of July 31, 2025 (Audited)
	As of January 31, 2026 (Unaudited)		As of July 31, 2025 (Audited)
Accounts receivable	$	-5,000	$	10,000
Allowance for doubtful accounts		-		(10,000	)
Total	$	-5,000	$	-

~~During~~The ~~the~~amount ~~three~~due ~~months~~from ~~ended~~trade ~~October~~receivable ~~31,~~is ~~2025,~~subject ~~the~~to ~~Company~~normal ~~wrote off $10,000 of~~ trade ~~receivables~~credit ~~that were deemed uncollectible~~term. 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.

As of October 31, 2025, the Company had no outstanding trade receivables or allowance for credit losses.

4. PREPAYMENT

SCHEDULE OF PREPAYMENT

	As of October 31, 2025 (Unaudited)		As of July 31, 2025 (Audited)
	As of January 31, 2026 (Unaudited)		As of July 31, 2025 (Audited)
Prepaid expenses	$	1110,~~558~~324	$	17,399
Total	$	1110,~~558~~324	$	17,399

As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, amount of $82,000 and $14,000 of consulting services from related party - directors.

5. PLANT AND EQUIPMENT

Plant and equipment consisted of the following as of ~~October~~January 31, ~~2025~~2026 and July 31, 2025:

SCHEDULE OF PLANT AND EQUIPMENT

	As of October 31, 2025 (Unaudited)			As of July 31, 2025 (Audited)
	As of January 31, 2026 (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	$	-		$	-

Depreciation expense for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~October~~January 31, ~~2024~~2025 was $nil and $~~109~~137 respectively.

6. ACCRUED LIABILITIES

SCHEDULE OF ACCRUED LIABILITIES

	As of October 31, 2025 (Unaudited)		As of July 31, 2025 (Audited)
	As of January 31, 2026 (Unaudited)		As of July 31, 2025 (Audited)
Accrued liabilities	$	2,700	$	5,200

As of ~~October~~January 31, ~~2025~~2026, the Company has accrued liabilities of $2,700 which comprises of outstanding audit fees and stock and registrar fee.

F-9

7. AMOUNT OWING TO DIRECTOR

As of ~~October~~January 31, ~~2025~~2026, the director of the Company, Yiding Bao advanced $515,~~300~~500 to the Company, which is unsecured and non-interest bearing and is repayable on demand.

8. SHAREHOLDERS’ EQUITY

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

During the year ended July 31, 2024, the Company issued an aggregated of 200,000 shares of its common stock at $0.025 per share for 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.

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 $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-diluted basis.

During the year ended July 31, 2025, 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, 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.

During the year ended July 31, 2025, Additional Paid-In Capital increased by $7,965, reflecting the forgiveness of related-party loans by a former director - Mr. Zonghan Wu and the Company’s Chief Financial Officer - Ms. Yunyuan Chen.

As of ~~October~~January 31, ~~2025~~2026, the Company has 6,720,000 shares of common stock issued and outstanding. There are no shares of preferred stock authorized.

F-9

9. INCOME TAX

The income/(loss) from operation before income taxes of the Company for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 were comprised of the following:

	2025			2024
	For the six months ended January 31
	For the three months ended October 31
	2026			2025
	2025			2024
Tax jurisdictions from:
– Local	$	(816,~~247~~524	)	$	~~(83~~821	)
Loss before income taxes	$	(816,~~247~~524	)	$	~~(83~~821	)

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 ~~October~~January 31, ~~2025~~2026, the operations in the United States of America incurred $8391,~~442~~719 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 $1719,~~523~~261 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 ~~October~~January 31, ~~2025~~2026 and July 31, 2025:

	As of			As of
	October 31, 2025			July 31, 2025
	January 31, 2026			July 31, 2025
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	1719,~~523~~261		$	15,791
Less: valuation allowance		(1719,~~523~~261	)		(15,791	)
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 $1719,~~523~~261 as of ~~October~~January 31, ~~2025~~2026.

F-10

10. RELATED PARTY TRANSACTIONS

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. This issuance represents a non-cash issuance of common stock for services.

During the ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026, the Company recognized $612,000 of consulting service expense related to this issuance. The remaining $82,000 will be recognized over the remaining service period.

11. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended ~~October~~January 31, ~~2025~~2026, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended ~~October~~January 31, ~~2024~~2025, 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:

	For the three months ended October 31
	For the three months ended January 31
	2025		2024		2025			2024			2025		2024
	2026		2025		2026			2025			2026		2025
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	5,000	$	-		100	%		-		$	-5,000	$	-
Customer B		-		10,000		-			100	%		-		-
Total	$	5,000	$	10,000		100	%		100	%	$	-5,000	$	-

For the six months ended January 31, 2026, there were two customers who accounted for 100% of the Company’s revenues. For the six months ended January 31, 2025, 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:

	For the six months ended January 31
	2026		2025		2026			2025			2026		2025
	Revenue				Percentage of Revenue						Accounts receivable

Customer A	$	5,000	$	-		50	%		-		$	5,000	$	-
Customer B	$	5,000	$	-		50	%		-		$	-	$	-
Customer C		-		20,000		-			100	%		-		-
Total	$	10,000	$	20,000		100	%		100	%	$	5,000	$	-

F-10

12. 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 one reportable segments based on country, 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 Three Months Ended and As of October 31, 2025
	For the Six Months Ended and As of January 31, 2026
By Business Unit	Financial Services Business (Literacy Seminar)			Total
Revenue	$	510,000		$	510,000
Cost of revenue		-			-
Operating expenses		(1326,~~247~~524	)		(1326,~~247~~524	)
Loss from operations		(816,~~247~~524	)		(816,~~247~~524	)
Total assets	$	1416,~~123~~046		$	1416,~~123~~046
Capital expenditure	$	-		$	-

F-11


	For the Six Months Ended and As of January 31, 2025
By Business Unit	Financial Services Business (Literacy Seminar)			Total
Revenue	$	20,000		$	20,000

Cost of revenue		-			-
Operating expenses		(19,179	)		(19,179	)

Income from operations		821			821

Total assets	$	11,191		$	11,191
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2024
	For the Six Months Ended and As of January 31, 2026
By Business Unit	Financial Services Business (Literacy Seminar)			Total
By Country	United States			Hong Kong			Total
Revenue	$	~~10,000~~-		$	10,000		$	10,000
Cost of revenue		-			-			-
Operating expenses		~~(10,083~~-	)		(1026,~~083~~524	)		(26,524	)
Loss from operations		~~(83~~-	)		(8316,524	)		(16,524	)
Total assets	$	~~10,086~~-		$	1016,~~086~~046		$	16,046
Capital expenditure	$	-		$	-		$	-

	For the Six Months Ended and As of January 31, 2025
By Country	United States		Hong Kong			Total
	For the Three Months Ended and As of October 31, 2025
Revenue	$	-	$	20,000		$	20,000
By Country	United States		Hong Kong			Total
Revenue	$	-	$	5,000		$	5,000
Cost of revenue		-		-			-
Operating expenses		-		(1319,~~247~~179	)		(1319,~~247~~179	)
Loss from operations		-		~~(8,247~~821	)		~~(8,247~~821	)
Total assets	$	-	$	1411,~~123~~191		$	1411,~~123~~191
Capital expenditure	$	-	$	-		$	-

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	$	-	$	-		$	-

13. 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 ~~October~~January 31, ~~2025~~2026 up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

F-1211

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 9, 2025, for the year ended July 31,2025 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 Unit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong 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.

Results of operations

Three months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025

Revenues

For the three months ended ~~October~~January 31, ~~2025~~2026, 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 ~~October~~January 31, ~~2024~~2025, the Company generated revenue in the amount of $10,000. The revenue was generated as a result of the Company having provided two Personal Financial Literacy Seminars (PFL Seminar) to two participants.

Operating Expenses

For the three months ended ~~October~~January 31, ~~2025~~2026, the Company had operating expenses in the amount of $13,~~247~~277. These were primarily comprised of audit fees, consultancy fees, and other professional fees.

For the three months ended ~~October~~January 31, ~~2024~~2025, the Company had operating expenses in the amount of $109,~~083~~096. These were primarily comprised of 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 October 31, 2025, the Company has incurred a net loss of $8,247.

For the three months ended October 31, 2024 the Company has incurred a net loss of $83.

-3-

Net loss

For the three months ended January 31, 2026, the Company has incurred a net loss of $8,277.

For the three months ended January 31, 2025, the Company has incurred a net income of $904.

Six months ended January 31, 2026 and 2025

Revenues

For the six months ended January 31, 2026, the Company generated revenue in the amount of $10,000. The revenue was generated as a result of the Company having provided two Personal Financial Literacy Seminars (PFL Seminar) to participants.

For the six months ended January 31, 2025, the Company generated revenue in the amount of $20,000. The revenue was generated as a result of the Company having provided four Personal Financial Literacy Seminars (PFL Seminar) to participants.

Operating Expenses

For the six months ended January 31, 2026, the Company had general and administrative expenses in the amount of $26,524. These were primarily comprised of audit fees, consultancy fees, and other professional fees.

For the six months ended January 31, 2025, the Company had general and administrative expenses in the amount of $19,179. These were primarily comprised of audit fees, consultancy fees, and other professional fees.

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

Net Gain or Loss

For the six months ended January 31, 2026, the Company has incurred a net loss of $16,524.

For the six months ended January 31, 2025, the Company has incurred a net income of $821.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, the Company has net cash ~~inflow~~outflow $~~394~~ 1,449 in operating activities, which was primarily attributable to net loss from operation, increase in ~~other~~accounts ~~payable~~receivable, ~~decrease~~prepayment inand ~~prepayment~~amount owing to director, and decrease in accrued liabilities.

For the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025, the Company has net cash ~~inflow~~outflow $831,164 in operating activities, which was primarily attributable to net ~~loss~~income from operation, ~~increase~~decrease in prepayment and ~~decrease~~accrued liabilities, and increase in ~~accrued~~other ~~liabilities~~payable .

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies

Recent adopted accounting standards

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 already adopted this ASU on its 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 ~~October~~January 31, ~~2025~~2026. 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 ~~October~~January 31, ~~2025~~2026.

-4-

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.

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 ~~October~~January 31, ~~2025~~2026. 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 ~~October~~January 31, ~~2025~~2026, 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.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the three months ended ~~October~~ January 31, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-5-

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)

-6-

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: ~~December~~March 059, ~~2025~~2026

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

	By:	*/s/ YUNYUAN CHEN*
		YUNYUAN CHEN
	Title:	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

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