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 ~~January~~April 3130, 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 ~~333~~000-~~259112~~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: brwc888@163.com

(Registrant’s telephone number, including area code)

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

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

N/A

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Class		Outstanding on ~~January~~April 3130, 2025
Common Stock, $0.001 par value		56,~~760~~720,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS:
	CONDENSED BALANCE SHEETS AS OF JANUARY 31, 2025 (UNAUDITED) AND JULY 31, 2024 (AUDITED)	F-1
	CONDENSED BALANCE SHEETS AS OF APRIL 30, 2025 (UNAUDITED) AND JULY 31, 2024 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)	F-2
	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 CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)	F-3
	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 CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2025 AND 2024 (UNAUDITED)	F-4
	CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE SIX MONTHS ENDED JANUARY 31, 2025	F-5 – F-12
	NOTES TO CONDENSED FINANCIAL STATEMENT FOR THE NINE MONTHS ENDED APRIL 30, 2025	F-5 – F-12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3 - 5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6 ~~- 7~~
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	8
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4	MINE SAFETY DISCLOSURES	8
ITEM 5	OTHER INFORMATION	8
ITEM 6	EXHIBITS	8
SIGNATURES		9

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

BIRDIE WIN CORPORATION

CONDENSED BALANCE SHEETS

AS OF ~~JANUARY~~APRIL 3130, 2025 (UNAUDITED) AND JULY 31, 2024(AUDITED)

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

	As of			As of
	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	~~681~~1,768		$	1,845
Accounts receivable		-			-
Prepayment		10,510			10,912
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
Total current assets		1128,~~191~~136			12,757
Non - current asset
Plant and equipment, net	$	-		$	137
Total non - current asset		-			137
TOTAL ASSETS	$	1128,~~191~~136		$	12,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	2,~~700~~500		$	5,410
Other payable		~~7,965~~-			7,780
Total current liabilities		102,~~665~~500			13,190
Total liabilities	$	102,~~665~~500		$	13,190
Stockholders’ equity
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,760,000 and 5,760,000 shares as of January 31, 2025 and July 31, 2024, respectively	$	5,760		$	5,760
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
Additional paid in capital		5182,~~840~~845			51,840
Accumulated deficit		(5763,~~074~~929	)		(57,896	)
Total stockholders’ equity	$	~~526~~25,636		$	(296	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1128,~~191~~136		$	12,894

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

F-1

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JANUARY~~APRIL 3130, 2025 AND 2024

(UNAUDITED)

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

	2025			2024			2025			2024
	Three months ended January 31						Six months ended January 31
	Three months ended April 30						Nine months ended April 30
	2025			2024			2025			2024
Revenue	$	105,000		$	105,000		$	2025,000		$	1520,000
Operating expenses
General and administrative expenses		9,068			9,934			19,042			26,741
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
Depreciation		28-			186			137			~~372~~558
Total operating expenses		911,~~096~~855			109,~~120~~606			1931,~~179~~033			2736,~~113~~719
Income/(loss) from operations		904			(120	)		821			(12,113	)
Loss from operations		(6,855	)		(4,606	)		(6,033	)		(16,719	)
Net income/(loss)		904			(120	)		821			(12,113	)
Net loss		(6,855	)		(4,606	)		(6,033	)		(16,719	)
Earnings per share
Net income 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	)		(0.00	)		(0.00	)
Weighted average number of ordinary shares
Basic and diluted		56,~~760~~417,~~000~~978			5,~~040~~464,~~000~~889			5,~~760~~974,~~000~~505			5,~~040~~179,~~000~~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 ~~SIX~~NINE MONTHS ENDED ~~JANUARY~~APRIL 3130, 2025 AND 2024

(UNAUDITED)

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

	Shares	~~Shares~~	Amount	~~Amount~~	capital	~~capital~~	Deficit	~~Deficit~~		Total	~~Total~~
	Common Stock				Additional paid in		Accumulated
	Shares	~~Shares~~	Amount	~~Amount~~	capital	~~capital~~	Deficit	~~Deficit~~		Total	~~Total~~
Balance as of July 31, 2024		5,760,000		5,760		51,840		(57,896	)		(296	)
Net loss		-		-		-		(8382	)		(8382	)
Balance as of October 31, 2024		5,760,000		5,760		51,840		(57,~~979~~978	)		(~~379~~378	)
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

	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	)
Balance		5,040,000	5,040		34,560		(45,807	)	(6,207	)
Net loss		-	-		-		(120	)	(120	)
Net income (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	)

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

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

	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

~~F-3~~* 200,000 shares of common stock were issued to subscriber

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

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

~~FOR THE SIX MONTHS ENDED JANUARY 31, 2025 AND 2024~~F-3

~~(UNAUDITED)~~BIRDIE WIN CORPORATION

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

	2025			2024
	For the Six Months Ended
	January 31
	2025			2024
Cash Flows From Operating Activities:
Net income/(loss)	$	821		$	(12,113	)
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Depreciation		137			372
Impairment of accounts receivable		-			10,000
Changes in operating assets and liabilities:
Prepayment		403			(1,193	)
Accrued liabilities		(2,710	)		(2,065	)
Amounts due to a director		-			5,490
Other payable		185			-
Net cash (used in)/provided by operating activities		(1,164	)		491
Cash Flows From Investing Activity:
Net cash provided by investing activity		-			-
Cash Flows From Financing Activity:
Net cash provided by financing activity		-			-
Net change in cash and cash equivalents		(1,164	)		491
Cash and cash equivalents, beginning of year		1,845			-
Cash and cash equivalents, end of year	$	681		$	491
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of common stock for service provider	$	-		$	-

FOR THE NINE MONTHS ENDED APRIL 30, 2025 AND 2024

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

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

BIRDIE WIN CORPORATION

	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		$	-

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

~~FOR THE SIX MONTHS ENDED JANUARY 31, 2025~~ F-4

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

~~1. ORGANIZATION~~NOTES ~~AND~~TO ~~BUSINESS~~CONDENSED ~~BACKGROUND~~FINANCIAL STATEMENTS

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

~~Birdie~~(CURRENCY ~~Win~~EXPRESSED ~~Corporation~~IN isUNITED ~~headquartered~~STATES inDOLLARS ~~Hong~~(“US$”), ~~Kong.~~EXCEPT WeFOR ~~provide~~NUMBER ~~financial~~OF ~~literacy seminar services to Malaysian and Hong Kong individuals and families. Our mission is to improve the financial well-being of our clients.~~SHARES)

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

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

~~On April~~Birdie ~~16,~~Win ~~2021,~~Corporation is ~~the~~headquartered ~~Company~~in ~~issued~~Hong ~~3,600,000~~Kong. ~~shares~~We ofprovide ~~restricted~~financial ~~common~~literacy ~~stock,~~seminar ~~with~~services ato ~~par~~Malaysian ~~value~~and ofHong ~~$0.001~~Kong ~~per~~individuals ~~share,~~and ~~to Mr~~families. ~~Chee Yong~~Our ~~Yee~~mission inis ~~consideration of $3,600. The $3,600 in proceeds went~~ to improve the ~~Company~~financial towell-being beof ~~used~~our ~~as working capital~~clients.

~~In regards~~The toCompany’s ~~all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the~~executive ~~Securities~~office ~~Act~~is oflocated ~~1933,~~at asUnit ~~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)~~8, ~~pursuant to offshore transactions~~6/F, ~~and~~Wayson noCommercial ~~directed selling efforts were made in the United States by the issuer~~Building, a28 ~~distributor,~~Connaught ~~any~~Road ~~of their respective affiliates~~West, orHong ~~any person acting on behalf of any of the foregoing~~Kong.

On ~~August~~ 27April 16, 2021, ~~the~~Mr. Chee ~~Company~~Yong ~~has~~Yee ~~submitted initial Form S-1 Registration Statement to S~~(“Mr.~~E.C~~ ~~registering~~Yee”) anwas ~~offering~~appointed byas ~~the~~President, ~~Company~~Secretary, ~~amounted up~~Treasurer toand ~~$120,000~~a tomember ~~Securities~~of &our ~~Exchange~~Board ~~Commission~~of ~~(“S~~Directors.E Mr.~~C”),~~ ~~which~~Yee also ~~was~~served ~~later~~as ~~declared~~Chief ~~effective~~Executive onOfficer ~~September~~of ~~23,~~the ~~2021~~Company.

On ~~October~~ 11April 16, 2021, the Company ~~resolved~~issued ~~to close the public offering pursuant to Form S-1~~3, ~~resulting in 1~~600,~~440,~~000 shares of restricted common stock ~~being~~, ~~sold~~with ata par value of $0.~~025~~001 per share, ~~for~~to aMr. ~~total~~Chee Yong Yee in consideration of $363,~~000~~600. The ~~proceed of~~ $363,~~000~~600 ~~went~~in ~~directly~~proceeds went to the Company ~~and~~to ~~shall~~ be ~~utilized~~used ~~pursuant to~~as ~~the~~working ~~use of proceed stated in the Form S-1~~capital.

~~On July~~In ~~27,~~regards ~~2023,~~to all of the ~~sole~~above ~~officer~~transactions we claim an exemption from registration afforded by Section 4a(2) and/or ~~director~~Regulation S of the ~~Company,~~Securities ~~Chee~~Act ~~Yong Yee~~of 1933, ~~tendered~~as ~~his~~amended ~~resignations~~(“Regulation asS”) ~~Director,~~due ~~President,~~to ~~Chief~~the ~~Executive Officer,~~fact ~~Secretary,~~that ~~and~~all ~~Treasurer~~sales of ~~the~~stock ~~Company,~~were ~~and~~made ~~appointed~~to Mrnon-U.S. ~~Zonghan~~persons Wu (as ~~new~~defined ~~President,~~under Rule ~~Chief~~902 ~~Executive~~section ~~Officer~~(k)(2)(i) of Regulation S), ~~Secretary~~pursuant to offshore transactions, ~~Treasurer,~~ and ~~Director~~no ofdirected selling efforts were made in the ~~Company~~United States by the issuer, ~~effective~~a ~~July~~distributor, 27any of their respective affiliates, ~~2023~~or any person acting on behalf of any of the foregoing.

On ~~July~~ 18August 27, ~~2024~~2021, the ~~sole officer and director of the~~ Company, ~~Zonghan~~has ~~Wu,~~submitted ~~tendered~~initial ~~his~~Form ~~resignations~~S-1 asRegistration ~~Director,~~Statement ~~President,~~to ~~Chief~~S.E.C ~~Executive Officer,~~registering ~~Secretary,~~an ~~and~~offering ~~Treasurer~~by of the Company, ~~and~~amounted ~~appointed~~up ~~Yunyuan~~to ~~Chen as new President~~$120,000 to ~~Chief~~Securities ~~Executive~~& ~~Officer,~~Exchange ~~Secretary,~~Commission ~~Treasurer~~(“S.E.C”), ~~and~~ ~~Director~~which ofwas ~~the~~later ~~Company,~~declared effective ~~July~~on 18September 23, ~~2024~~2021.

2On 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 ~~SUMMARY~~per OFshare ~~SIGNIFICANT~~for ~~ACCOUNTING~~a ~~POLICIES~~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.

~~Basis~~On July 27, 2023, the sole officer and director of ~~presentation~~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.

~~The~~On July ~~unaudited~~18, ~~condensed~~2024, ~~financial~~the ~~statements~~sole ~~for~~officer ~~Birdie~~and ~~Win~~director ~~Corporation~~of ~~for~~ the ~~period~~Company, ~~ended~~Zonghan ~~January 31~~Wu, ~~2025~~tendered ~~are~~his ~~prepared~~resignations inas ~~accordance with~~Director, ~~accounting~~President, ~~principles~~Chief ~~generally accepted in the United States of America (“US GAAP”) for interim financial statement,~~Executive ~~instructions~~Officer, ~~to Form 10-Q and Regulations S-X. Accordingly~~Secretary, ~~certain information~~ and ~~footnote~~Treasurer ~~disclosures~~of ~~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~~Company, ~~statements~~ and ~~notes~~appointed ~~thereto~~Yunyuan ~~included~~Chen inas ~~our~~new ~~annual report on Form 10-K for the year ended July 31~~President, ~~2024.~~Chief InExecutive ~~management’s opinion~~Officer, 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 January 31Secretary, ~~2025~~ Treasurer, and ~~2024~~Director ~~presented are not necessarily indicative~~ of the ~~results to be expected for the full year. The~~ Company, ~~has~~effective ~~adopted~~ July 3118, ~~as its fiscal year end~~2024.

~~F-5~~On March 04, 2025, the sole officer and director of the Company, Yunyuan Chen, tendered her resignations as Director, President, and Chief Executive Officer of the Company. Ms Chen will remain the Secretary and 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.

~~Use of~~2. ~~estimates~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Management uses~~Basis ~~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.presentation

~~Cash~~The unaudited condensed financial statements for Birdie Win Corporation for the period ended April 30, 2025 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 ~~Cash~~Regulations ~~Equivalents~~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, 2024. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended April 30, 2025 and 2024 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.

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.F-5

~~Accounts Receivable~~Use of estimates

~~Financial instruments~~Management ~~that~~uses ~~potentially~~estimates ~~subject~~and ~~the~~assumptions ~~Company~~in topreparing these ~~concentrations~~financial ofstatements ~~credit~~in ~~risk~~accordance ~~consist~~with ~~primarily~~US ~~of accounts receivable~~GAAP. ~~The~~Those ~~Company extends~~estimates ~~credit~~and toassumptions ~~its~~affect ~~customers in~~ the ~~normal~~reported ~~course~~amounts of ~~business~~assets and ~~generally does not require collateral. The Company’s credit~~liabilities, ~~terms are dependent upon~~ the ~~segment,~~disclosure ~~and the customer. The Company assesses the probability~~ of ~~collection~~contingent ~~from~~assets ~~each~~and ~~customer~~liabilities atin the ~~outset~~ ofbalance ~~the arrangement based on a number of factors~~sheets, ~~including~~and the ~~customer’s~~reported ~~payment~~revenue ~~history~~ and ~~its~~expenses ~~current~~during ~~creditworthiness. If in management’s judgment collection is not probable,~~ the ~~Company~~periods ~~does~~reported. Actual ~~not~~results ~~record~~may ~~revenue~~differ ~~until~~from ~~the~~these ~~uncertainty is removed~~estimates.

~~Management performs~~Cash ~~ongoing credit evaluations,~~ and ~~the~~Cash 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.Equivalents

~~Accounts receivable~~Cash ~~are~~and ~~recognized~~cash ~~and~~equivalents are carried at ~~the~~cost ~~original~~and ~~invoice~~represent ~~amount~~cash ~~less~~on anhand, ~~allowance~~demand ~~for~~deposits ~~any~~placed ~~uncollectible~~with ~~amounts.~~banks Anor ~~estimate~~other ~~for doubtful~~financial ~~accounts~~institutions ~~receivable~~and isall ~~made~~highly ~~when~~liquid investments ~~collection~~with ofan ~~the~~original ~~full~~maturity ~~amount~~of isthree nomonths ~~longer~~or ~~probable.~~less ~~Bad~~as ~~debts~~of ~~are~~the ~~written~~purchase ~~off~~date asof ~~identified~~such investments.

~~F-6~~Accounts Receivable

~~Plant~~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 ~~equipment~~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.

~~Plant~~Management performs ongoing credit evaluations, and ~~equipment~~the ~~are~~Company ~~stated~~maintains atan ~~cost~~allowance ~~less~~for ~~accumulated~~potential ~~depreciation~~credit losses based upon its loss history and ~~impairment~~its aging analysis. The ~~Depreciation~~allowance for doubtful accounts is the Company’s best estimate of ~~plant~~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, ~~equipment~~management primarily considers the age of the customer’s receivable, and ~~software~~also ~~are~~considers ~~calculated~~the creditworthiness of the customer, onthe economic conditions of the ~~straight-line~~customer’s ~~method~~industry, ~~over~~general ~~their~~economic ~~estimated~~conditions ~~useful~~and ~~lives~~trends, orand ~~lease~~the ~~terms~~business ~~generally~~relationship asand ~~follows:~~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.

~~SCHEDULE~~Accounts receivable are OFrecognized ~~ESTIMATED~~and ~~USEFUL~~carried ~~LIFE~~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.

Classification		Useful Life
Computer and Software		3 years

F-6

~~Revenue Recognition~~Plant and equipment

~~Revenue is~~Plant ~~generated~~and ~~through~~equipment ~~provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when~~are astated ~~customer~~at ~~obtains~~cost ~~control~~less ofaccumulated ~~promised~~depreciation ~~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~~impairment. InDepreciation ~~addition, the standard requires disclosure~~ of ~~the nature~~plant, ~~amount,~~equipment ~~timing,~~ and ~~uncertainty~~software ofare ~~revenue~~calculated ~~and~~on ~~cash flows arising from contracts with customers. The amount of revenue that is recorded reflects~~ the straight-line ~~consideration~~method ~~that~~over ~~the~~their ~~Company~~estimated ~~expects~~useful tolives ~~receive~~or inlease ~~exchange~~terms ~~for~~generally ~~those~~as ~~goods and services. The Company applies the following five-step model in order to determine this amount~~follows:

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.

Classification		Useful Life
Computer and Software		3 years

~~Earnings Per~~Revenue ~~Share~~Recognition

~~The Company~~Revenue ~~reports~~is ~~earnings~~generated ~~per~~through ~~share~~provision ~~in accordance with ASC 260 “Earnings Per Share”, which requires presentation~~ of ~~basic~~Personal ~~and~~Financial ~~diluted~~Literacy ~~earnings~~Seminar ~~per~~(PFL ~~share~~Seminar) inservices ~~conjunction~~to ~~with~~customer. ~~the~~Revenue ~~disclosure~~is ofrecognized ~~the~~when ~~methodology~~a ~~used~~customer inobtains ~~computing~~control ~~such~~of ~~earnings~~promised ~~per share. Basic~~goods ~~earnings~~or ~~per~~services ~~share excludes dilution~~ and is ~~computed~~recognized byin ~~dividing~~an ~~income~~amount ~~available~~that toreflects ~~common stockholders by~~ the ~~weighted~~consideration ~~average~~that ~~common shares outstanding during~~ the ~~period.~~Company ~~Diluted~~expects ~~earnings~~to ~~per~~receive ~~share~~in ~~takes~~exchange ~~into~~for ~~account~~those ~~the potential dilution that could occur if securities~~goods or ~~other~~services. ~~contracts~~In toaddition, ~~issue~~the ~~common~~standard ~~stock~~requires ~~were~~disclosure ~~exercised~~of ~~and~~the ~~converted~~nature, ~~into~~amount, ~~common stock. Further~~timing, ifand ~~the~~uncertainty ~~number~~ of ~~common~~revenue ~~shares~~and ~~outstanding increases~~cash asflows aarising from ~~result~~contracts ofwith acustomers. ~~stock~~The ~~dividend~~amount orof ~~stock~~revenue ~~split~~that oris ~~decreases~~recorded asreflects athe ~~result~~consideration ofthat athe ~~reverse~~Company ~~stock~~expects ~~split,~~to ~~the~~receive ~~computations~~in exchange offor athose ~~basic~~ goods and ~~diluted~~services. ~~earnings~~The ~~per~~Company ~~share~~applies ~~shall~~the befollowing ~~adjusted~~five-step ~~retroactively~~model ~~for~~in ~~all~~order ~~periods presented~~ to ~~reflect~~determine ~~that~~this ~~change in capital structure.~~amount:

~~The Company’s~~(i) ~~basic~~identification ~~earnings~~of ~~per~~the ~~share~~promised isgoods ~~computed~~and byservices ~~dividing~~in the ~~net~~contract; ~~income~~(ii) ~~available~~determination toof ~~holders~~whether by the ~~weighted~~promised ~~average~~goods ~~number~~and ~~of the~~services ~~Company’s~~are ~~ordinary~~performance ~~shares~~obligations, ~~outstanding.~~including ~~Diluted~~whether ~~earnings~~they ~~per~~are ~~share~~distinct ~~reflects~~in the ~~amount~~context of ~~net~~the ~~income~~contract; ~~available~~(iii) tomeasurement ~~each~~of ~~ordinary share~~the ~~outstanding~~transaction ~~during~~price, including the ~~period~~constraint ~~plus~~on ~~the~~variable ~~number~~consideration; (iv) allocation of ~~additional~~the ~~shares~~transaction ~~that~~price ~~would~~to ~~have~~the ~~been~~performance ~~outstanding~~obligations; ifand ~~potentially~~(v) ~~dilutive~~recognition ~~securities had~~of ~~been~~revenue ~~issued~~when (or as) the Company satisfies each performance obligation.

~~Income~~The Company adopted ASU 2014-09, Revenue from ~~Taxes~~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.

~~The Company~~Earnings ~~accounts~~Per 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.Share

~~New U.S.~~The ~~federal~~Company ~~tax~~reports ~~legislation,~~earnings ~~commonly~~per ~~referred~~share toin asaccordance with ~~the~~ASC ~~Tax~~260 ~~Cuts and Jobs Act (the~~ “~~U.S.~~Earnings ~~Tax~~Per ~~Reform~~Share”), ~~was~~which ~~signed~~requires ~~into law~~presentation onof ~~December~~basic ~~22,~~and ~~2017.~~diluted ~~The~~earnings ~~U.S.~~per ~~Tax~~share ~~Reform~~in ~~modified~~conjunction with the ~~U.S.~~disclosure ~~Internal~~of ~~Revenue~~the ~~Code~~methodology ~~by,~~used ~~among~~in ~~other~~computing ~~things,~~such ~~reducing~~earnings ~~the~~per ~~statutory U~~share.S. ~~federal~~Basic ~~corporate~~earnings ~~income~~per ~~tax~~share ~~rate~~excludes ~~from~~dilution ~~35%~~and is computed by dividing income available to ~~21%~~common ~~for~~stockholders ~~taxable~~by ~~years~~the ~~beginning~~weighted ~~after~~average ~~December~~common ~~31,~~shares ~~2017;~~outstanding ~~limiting~~during ~~and/or~~the ~~eliminating~~period. Diluted earnings ~~many~~per ~~business~~share ~~deductions;~~takes ~~migrating~~into account the ~~U.S.~~potential todilution athat ~~territorial~~could ~~tax~~occur ~~system~~if ~~with~~securities aor ~~one-time~~other ~~transaction~~contracts ~~tax~~to onissue acommon ~~mandatory~~stock ~~deemed~~were ~~repatriation~~exercised ofand ~~previously~~converted ~~deferred~~into ~~foreign~~common ~~earnings~~stock. Further, if the number of ~~certain~~common ~~foreign~~shares ~~subsidiaries;~~outstanding ~~subject~~increases toas ~~certain~~a ~~limitations,~~result ~~generally~~of ~~eliminating~~a ~~U.S.~~stock ~~corporate~~dividend or stock ~~income~~split ~~tax~~or ondecreases ~~dividends~~as ~~from~~a ~~foreign~~result ~~subsidiaries;~~of ~~and~~a ~~providing~~reverse ~~for~~stock ~~new~~split, ~~taxes~~the oncomputations ~~certain~~of ~~foreign~~a basic and diluted earnings. ~~Taxpayers~~per ~~may~~share ~~elect~~shall tobe ~~pay~~adjusted ~~the~~retroactively ~~one-time~~for ~~transition~~all ~~tax~~periods ~~over~~presented ~~eight~~to ~~years,~~reflect orthat change in acapital ~~single lump-sum payment~~structure.

~~F-7~~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.

~~Related parties~~Income Taxes

~~Parties,~~The Company accounts for income taxes using the ~~which~~asset ~~can~~and beliability amethod ~~corporation~~prescribed orby ~~individual~~ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined ~~considered~~based toon the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be ~~related~~in ifeffect in the ~~Company~~years ~~has~~in which the ~~ability,~~differences ~~directly~~are orexpected ~~indirectly,~~to reverse. The Company records a valuation allowance to ~~control~~offset deferred ~~the~~tax ~~other~~assets ~~party~~if orbased ~~exercise~~on ~~significant~~the ~~influence~~weight ~~over~~of ~~the~~available ~~other~~evidence, ~~party~~it inis ~~making~~more-likely-than-not ~~financial~~that ~~and~~some ~~operating~~portion, ~~decisions.~~or ~~Companies~~all, ~~are~~of ~~also~~the deferred tax assets ~~considered~~will tonot be ~~related~~realized. ifThe ~~they~~effect ~~are~~on ~~subject~~deferred totaxes ~~common~~of ~~control~~a change in tax rates is recognized as income or ~~common~~loss ~~significant~~in ~~influence~~the period that includes the enactment date.

~~Fair~~New U.S. federal tax legislation, commonly referred ~~Value~~to ~~Measurement~~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.

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 marketF-~~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.~~7

~~This ASC~~Related 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:parties

~~Level~~Parties, which can be a corporation or individual, 1:are ~~Unadjusted~~considered ~~quoted~~to ~~prices~~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 ~~active~~making ~~markets~~financial ~~that~~and operating decisions. Companies are ~~accessible~~also atconsidered ~~the~~to ~~measurement~~be ~~date~~related ~~for~~if ~~identical,~~they ~~unrestricted~~are ~~assets~~subject to common control or ~~liabilities;~~common significant influence.

~~Level 2:~~Fair ~~Quoted~~Value ~~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~~Measurement

~~Level~~Accounting Standards Codification (“ASC”) 3:820 ~~Prices~~“Fair orValue ~~valuation~~Measurements ~~techniques~~and ~~that~~Disclosures”, ~~require~~which ~~inputs~~defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that ~~are~~the ~~both~~exchange ~~significant~~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 ~~unobservable~~that ~~(supported~~market participant assumptions include assumptions about risk byand ~~little~~effect of a restriction on the sale or nouse ~~market~~of ~~activity)~~an asset.

~~Recently~~This ASC establishes a fair value hierarchy that ~~issued~~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 ~~adopted~~the ~~accounting~~lowest ~~pronouncements~~priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

~~The Company~~Level ~~has~~1: ~~reviewed~~Unadjusted ~~all~~quoted ~~recently~~prices ~~issued,~~in ~~but~~active ~~not~~markets that ~~yet~~are ~~effective,~~accessible ~~considers~~at the ~~applicability~~measurement ~~and~~date ~~impact~~for ofidentical, ~~all~~unrestricted ~~accounting~~assets ~~standards~~or ~~updates (“ASUs”). Management periodically reviews new accounting standards that are issued.~~liabilities;

~~In November~~Level ~~2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)~~2: ~~Improvements~~Quoted toprices ~~Reportable~~in ~~Segment~~markets ~~Disclosures” which~~that ~~expands~~are ~~annual and interim disclosure requirements for reportable segments~~not active, ~~primarily~~or ~~through~~inputs ~~enhanced~~that ~~disclosures~~are ~~about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15~~observable, ~~2023~~either ~~and~~directly ~~interim~~or ~~periods in fiscal years beginning after December 15~~indirectly, ~~2024.~~for ~~Early~~substantially ~~adoption~~the isfull ~~permitted.~~term ~~The~~of ~~Company is currently evaluating~~ the ~~impact~~asset ~~this~~or ~~ASU may~~liability; ~~have on its unaudited condensed consolidated financial statements~~ and ~~related disclosures.~~

~~In December~~Level ~~2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740)~~3: ~~Improvements~~Prices toor ~~Income~~valuation ~~Tax~~techniques ~~Disclosures”~~that ~~to expand the~~require ~~disclosure~~inputs ~~requirements~~that ~~for~~are ~~income~~both ~~taxes,~~significant ~~specifically related~~ to the ~~rate~~fair ~~reconciliation~~value measurement and ~~income~~unobservable ~~taxes~~(supported ~~paid.~~by ~~The~~little ~~ASU~~or ~~2023-09~~no ismarket ~~effective for annual reporting periods beginning after December 15, 2024~~activity).

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

~~F-8~~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.

3In December 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 ~~ACCOUNTS~~periods ~~RECEIVABLE~~beginning after December 15, 2024.

~~SCHEDULE~~In November 2024, the FASB issued ASU 2024-03, OFDisaggregation ~~ACCOUNTS~~of ~~RECEIVABLE~~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.

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

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.

~~As of January 31, 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 is $0.~~F-8

~~The amount~~3. ~~due~~ACCOUNTS ~~from trade receivable is subject to normal trade credit term.~~RECEIVABLE

SCHEDULE OF PREPAYMENT

	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	$	-		$	-

	As of January 31, 2025 (Unaudited)		As of July 31, 2024 (Audited)
Prepaid expenses	$	10,510	$	10,912
Total	$	10,510	$	10,912

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 is $0.

~~As of~~The ~~January~~amount ~~31,~~due ~~2025 and July 31, 2024, total prepaid expenses was $10,510 and $10,912 which mainly~~ from ~~the~~trade ~~consultancy~~receivable ~~fee,~~is ~~stock and~~subject ~~registrar~~to ~~fee,~~normal ~~professional~~trade ~~and~~credit ~~legal Fee~~term.

54. ~~PLANT~~ ~~AND EQUIPMENT~~PREPAYMENT

SCHEDULE OF PLANT AND EQUIPMENT

	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 January 31, 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

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

~~Depreciation expense~~As ~~for~~of ~~the~~April ~~period ended January 31~~30, 2025 and ~~January~~July 31, 2024, ~~was~~amount of $~~137~~20,000 and $~~372 respectively~~0 of consulting services from related parties.

65. ~~OTHER~~ ~~PAYABLE~~PLANT AND EQUIPMENT

~~As of~~Plant ~~January~~and ~~31,~~equipment ~~2025,~~consisted ~~the former director~~ of the ~~Company,~~following as ~~Zonghan~~of WuApril ~~advanced $7~~30,~~780 to~~ ~~the~~2025 ~~Company, which is unsecured~~ and ~~non-interest bearing~~July ~~and~~31, ~~is repayable on demand.~~2024:

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

	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

~~Our~~Depreciation expense for the period ended April ~~director~~30, ~~Yunyuan~~2025 ~~Chen,~~and ~~has~~April ~~not~~30, ~~been~~2024 ~~compensated~~was ~~for~~$137 ~~the~~and ~~services~~$558 respectively.

76. ~~SHAREHOLDERS’~~ ~~EQUITY~~OTHER PAYABLE

~~The~~As of January 31, 2025, the former director of the Company, ~~has~~Zonghan 75Wu advanced $7,~~000~~780 to the Company,~~000~~ ~~shares~~which ofis ~~common~~unsecured ~~stock~~and ~~authorized~~non-interest bearing and is repayable on demand.

~~During the~~On ~~year ended~~ July 3118, 2024, ~~the Company issued an aggregated of 200,000 shares of its common stock at $0~~Mr.~~025~~ ~~per~~Zonghan ~~share~~Wu ~~for~~tendered ~~aggregate~~his ~~gross~~resignations ~~proceeds~~as ~~of $5,000~~director. ~~The Company also issued an aggregated of 520,000 shares of its common stock at $0.025 per share for two service providers for consideration of $13,000.~~

As of January 31, 2025, the ~~Company~~current ~~has~~director 5of the Company,~~760,000~~ ~~shares~~Yunyuan ofChen ~~common~~advanced ~~stock~~$185 ~~issued~~to ~~and~~the ~~outstanding.~~Company, ~~There~~which ~~are~~is nounsecured ~~shares~~and ofnon-interest ~~preferred~~bearing ~~stock authorized~~and is repayable on demand.

~~F-9~~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.

8On March 04, 2025, Ms. Yunyuan Chen tendered her resignations as Director, President, and Chief Executive Officer of the Company. Ms Chen ~~INCOME~~will ~~TAX~~remain the Secretary and Treasurer of the Company.

~~The income/(loss )~~7. ~~from~~SHAREHOLDERS’ ~~operation before income taxes of the Company for the six months ended January 31, 2025 and 2024 were comprised of the following:~~EQUITY

~~SCHEDULE OF~~The ~~LOSS~~Company ~~FROM~~has ~~OPERATION~~75,000,000 ~~BEFORE~~shares ~~INCOME~~of ~~TAXES~~common stock authorized.

	2025		2024
	For the six months ended January 31
	2025		2024
Tax jurisdictions from:
– Local	$	822	$	(12,113	)
Loss before income taxes	$	822	$	(12,113	)

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.

~~United~~On March 24, 2025, a Stock Purchase Agreement ~~States~~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 ~~America~~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.

~~The Tax~~During ~~Act reduces~~ the ~~U.S.~~nine ~~statutory~~months ~~corporate~~period ~~tax~~ended ~~rate~~April ~~from 35% to 21% for our tax years beginning in 2018~~30, ~~which resulted in the re-measurement~~ of2025, the ~~federal portion of our deferred tax assets from the 35% to 21% tax rate. The~~ Company isissued ~~registered~~an inaggregated ~~the State~~ of ~~Nevada and is subject to United States of America tax law. As of January 31~~ 960,000 shares ~~2025, the operations in the United States~~ of ~~America~~its ~~incurred~~common ~~$57,074 of~~stock ~~cumulative~~at ~~net operating losses (NOL’s) which can be carried forward to offset future taxable income~~$0.025 per ~~The NOL carryforwards begin to expire in 2042~~share, iftotaling ~~unutilized. The Company has provided for a full valuation allowance of approximately~~ $1124,~~986~~000, ~~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~~consideration ~~than~~for ~~not~~consulting ~~that~~services ~~these~~provided ~~assets~~by ~~will~~three ~~not~~newly beappointed ~~realized in the future~~directors.

~~The following~~As ~~table~~of ~~sets~~April ~~forth~~30, 2025, the ~~significant~~Company ~~components~~has 6,720,000 shares of ~~the~~common ~~aggregate~~stock ~~deferred~~issued ~~tax~~and ~~assets~~outstanding. ofThere ~~the~~are ~~Company~~no asshares of ~~January~~preferred ~~31,~~stock ~~2025 and July 31, 2024:~~authorized.

~~SCHEDULE OF AGGREGATE DEFERRED TAX ASSETS~~F-9

	As of			As of
	January 31, 2025			July 31, 2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	11,986		$	12,158
Net operating loss carryforwards – United States of America	$	11,986		$	12,158
Less: valuation allowance		(11,986	)		(12,158	)
Deferred tax assets	$	-		$	-

8. INCOME TAX

~~Management believes~~The ~~that~~loss itfrom isoperation ~~more~~before ~~likely~~income ~~than~~taxes ~~not that~~ of the ~~deferred tax assets will not be fully realizable in the future. Accordingly, the~~ Company ~~provided~~ for athe ~~full~~nine ~~valuation~~months ~~allowance~~ended ~~against~~April ~~its~~30, ~~deferred~~2025 ~~tax~~and ~~assets~~2024 ofwere ~~$11,986~~comprised as of ~~January~~the ~~31, 2025.~~following:

Customer Concentration

	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	)

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

~~SCHEDULE~~The OFTax ~~REVENUES~~Act ~~AND~~reduces ~~OUTSTANDING~~the ~~RECEIVABLE~~U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of April 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.

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

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:

	For the six months ended January 31
	As of			As of
	2025			2024			2025			2024			2025		2024
	April 30, 2025			July 31, 2024
	Revenue						Percentage of Revenue						Accounts receivable
Deferred tax assets:
Customer A	$	20,000		$	-			100	%		-		$	-	$	-
Net operating loss carryforwards
Customer B		-			15,000			-			100	%		-		-
– United States of America	$	13,425		$	12,158
Total	$	20,000		$	15,000			100	%		100	%	$	-	$	-
Net operating loss carryforwards – United States of America	$	13,425		$	12,158
Less: valuation allowance		(13,425	)		(12,158	)
Deferred tax assets	$	-		$	-

~~F-10~~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 $13,425 as of April 30, 2025.

109. ~~SEGMENT~~ ~~REPORTING~~RELATED PARTY TRANSACTIONS

~~ASC 280,~~On ~~“Segment~~March ~~Reporting”~~1, ~~establishes~~2025, ~~standards~~the ~~for~~company ~~reporting~~has ~~information~~entered ~~about~~into an ~~operating~~agreement ~~segments on a basis consistent~~ with ~~the~~ ~~Company’s~~3 ~~internal~~new ~~organization~~director ~~structure~~for asa ~~well~~term asof ~~information~~12 ~~about~~months ~~services~~by ~~categories,~~providing ~~business~~consultant ~~segments and major customers in financial statements~~services. The Company ~~has~~issued ~~single~~an ~~reportable~~aggregated ~~segment~~of 960,000 shares of ~~based~~its oncommon ~~business~~stock ~~unit,~~at ~~financial~~$0.025 per ~~services~~share, ~~business~~totaling ~~and~~$24,000, ~~two~~as ~~reportable segments~~consideration ~~based~~for onconsulting ~~country,~~services ~~Malaysia~~provided ~~and~~by ~~Hong~~three ~~Kong~~newly appointed directors.

~~In accordance~~During ~~with~~ the ~~“Segment~~nine ~~Reporting”~~months ~~Topic~~period ofended ~~the~~April ~~ASC~~30, ~~the Company’s chief operating decision maker has been identified~~ as2025, the ~~Chief~~directors ~~Executive~~provided ~~Officer~~consulting ~~and~~services ~~President~~of $4,000 ~~who reviews operating results~~ to ~~make decisions about allocating resources and assessing performance for~~ the ~~entire~~ Company. ~~Existing~~and ~~guidance,~~remaining ~~which is based on a management approach to segment reporting~~$20,000 ~~establishes~~of ~~requirements to~~consulting ~~report selected segment information quarterly and to report annually entity-wide disclosures about products and~~ services, ~~major~~will ~~customers, and~~be ~~the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation~~rendered ~~under “Segment Reporting” due to their similar customer base and similarities~~ in ~~economic~~subsequent ~~characteristics; nature of products and services; and procurement, manufacturing and distribution processes~~periods.

~~SCHEDULE~~10. CONCENTRATIONS OF ~~SEGMENT REPORTING~~RISK

By Business Unit	Financial Services Business			Total
	For the Six Months Ended and As of January 31, 2025
By Business Unit	Financial Services Business			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	$	-		$	-

Customer Concentration

By Business Unit	Financial Services Business			Total
	For the Six Months Ended and As of January 31, 2024
By Business Unit	Financial Services Business			Total
Revenue	$	15,000		$	15,000
Cost of revenue		-			-
Operating expenses		(27,113	)		(27,113	)
Loss from operations		(12,113	)		(12,113	)
Total assets	$	4,888		$	4,888
Capital expenditure	$	-		$	-

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

By Country	United States		Hong Kong			Malaysia		Total
	For the Six Months Ended and As of January 31, 2025
By Country	United States		Hong Kong			Malaysia		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	$	-	$	-		$	-	$	-

F-11

	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	%	$	-	$	-

By Country	United States		Hong Kong			Malaysia			Total
	For the Six Months Ended and As of January 31, 2024
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	15,000		$	-		$	15,000
Cost of revenue		-		-			-			-
Operating expenses		-		(17,113	)		(10,000	)		(27,113	)
Loss from operations		-		(2,113	)		(10,000	)		(12,113	)
Total assets	$	-	$	4,888		$	-		$	4,888
Capital expenditure	$	-	$	-		$	-		$	-

For the nine months ended April 30, 2025, there 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:

11. SUBSEQUENT EVENTS

	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	%	$	-	$	-

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 January 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.F-10

~~F-12~~11. SEGMENT REPORTING

~~ITEM~~ASC 280, “Segment Reporting” establishes 2.standards ~~MANAGEMENT~~for reporting information about operating segments on a basis consistent with the Company’Ss ~~DISCUSSION~~internal ~~AND~~organization ~~ANALYSIS~~structure as OFwell ~~FINANCIAL~~as ~~CONDITION~~information ~~AND~~about ~~RESULTS~~services OFcategories, ~~OPERATIONS~~business segments and major customers in financial statements. The Company has single reportable segment based on business unit, financial services business and two reportable segments based on country, Malaysia and Hong Kong.

~~The~~In accordance with the “Segment Reporting” ~~information~~Topic ~~contained~~of inthe ~~this~~ASC, ~~quarter~~the ~~report~~Company’s onchief ~~Form~~operating ~~10-Q~~decision ismaker ~~intended~~has tobeen ~~update~~identified as the ~~information~~Chief ~~contained~~Executive inOfficer ~~our~~and ~~Form~~President, who ~~10-K~~reviews ~~dated~~operating ~~October 3,~~results ~~2024,~~to make decisions about allocating resources and assessing performance for the ~~year~~entire ~~ended~~Company. ~~July 31~~Existing guidance,~~2024~~ ~~and~~which ~~presumes~~is ~~that~~based ~~readers~~on ~~have~~a ~~access~~management approach to segment reporting, ~~and~~establishes ~~will~~requirements ~~have~~to ~~read,~~report ~~the~~selected ~~“Management’s~~segment information ~~Discussion~~quarterly and ~~Analysis”~~to report annually entity-wide disclosures about products and ~~other~~services, ~~information~~major ~~contained~~customers, and the countries in ~~such~~which ~~Form~~the entity ~~10-K~~holds material assets and reports revenue. ~~The~~All ~~following~~material ~~discussion~~operating ~~and~~units ~~analysis~~qualify ~~also~~for ~~should~~aggregation beunder “Segment Reporting” ~~read~~due ~~together~~to ~~with~~their ~~our~~similar ~~financial~~customer ~~statements~~base and ~~the~~similarities ~~notes~~in toeconomic ~~the~~characteristics; ~~financial~~nature ~~statements~~of ~~included~~products ~~elsewhere~~and inservices; ~~this~~and ~~Form~~procurement, ~~10-Q~~manufacturing and distribution processes.

Company Overview

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	$	-		$	-

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

By Business Unit	Financial Services Business			Total
	For the Nine Months Ended and As of April 30, 2024
By Business Unit	Financial Services Business			Total
Revenue	$	20,000		$	20,000

Cost of revenue		-			-
Operating expenses		(36,719	)		(36,719	)

Loss from operations		(16,719	)		(16,719	)

Total assets	$	16,347		$	16,347
Capital expenditure	$	-		$	-

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.

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-3-11

Results of operations

By Country	United States		Hong Kong			Malaysia			Total
	For the Nine Months Ended and As of April 30, 2024
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	20,000		$	-		$	20,000

Cost of revenue		-		-			-			-
Operating expenses		-		(26,719	)		(10,000	)		(36,719	)

Loss from operations		-		(6,719	)		(10,000	)		(16,719	)

Total assets	$	-	$	16,347		$	-		$	16,347
Capital expenditure	$	-	$	-		$	-		$	-

~~Three months~~12. ~~ended~~SUBSEQUENT ~~January 31, 2025 and 2024~~EVENTS

~~Revenues~~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 statements. During the period, the Company did not have any material recognizable subsequent events.

For the three months ended January 31, 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 participants.F-12

~~For the~~ITEM ~~three months ended January 31, 2024, the Company generated revenue in the amount of $10,000~~2. ~~The~~MANAGEMENT’S ~~revenue~~DISCUSSION ~~was~~AND ~~generated~~ANALYSIS asOF aFINANCIAL ~~result of~~CONDITION ~~the~~AND ~~Company~~RESULTS ~~having~~OF ~~provided two Personal Financial Literacy Seminars (PFL Seminar) to participants.~~OPERATIONS

~~Operating~~The information contained in this quarter report ~~Expenses~~on 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 “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.

~~For~~The following discussion contains certain statements that may be deemed “forward-looking statements” within the ~~three~~meaning ~~months~~of ~~ended~~the ~~January~~Private 31Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, ~~2025~~including, ~~the~~without ~~Company~~limitation, ~~had~~“Management’s ~~operating~~Discussion ~~expenses~~and inAnalysis” These ~~the~~statements ~~amount~~are not guarantees of $9future performance and involve risks,~~096~~ uncertainties and requirements that are difficult to predict or are beyond our control. ~~These~~Forward-looking ~~were~~statements ~~primarily~~speak ~~comprised~~only as of the date of this quarter report. You should not put undue reliance ~~audit~~on ~~fees~~any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 registration statement, ~~consultancy~~filed ~~fees~~on August 27, ~~and~~2021, in the section entitled “Risk Factors” for a description of certain risks that could, among other ~~professional~~things, ~~fees~~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.

~~For the three months ended January 31, 2024, the~~ Company ~~had operating expenses in the amount of $10,120. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.~~Overview

~~The decrease~~We, ofBirdie ~~the~~Win ~~operating~~Corporation, ~~expenses~~a Nevada corporation (“the Company”) was incorporated under the ~~result~~laws of the ~~decrease~~State inof ~~other~~Nevada ~~professional~~on ~~fees~~April 16, 2021.

~~Net~~The Company’s executive office is located ~~Gain~~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 ~~Loss~~families.

~~For the three months ended January 31, 2025, the Company has incurred a net income of $904.~~-3-

~~For the~~Results ~~three months ended January 31, 2024 the Company has incurred a net loss~~ of ~~$120.~~operations

~~Six~~ Three months ended ~~January~~April 3130, 2025 and 2024

Revenues

For the ~~six~~three months ended ~~January~~April 3130, 2025, the Company generated revenue in the amount of $205,000. The revenue was generated as a result of the Company having provided ~~four~~one Personal Financial Literacy ~~Seminars~~Seminar (PFL Seminar) to ~~participants~~a participant.

For the ~~six~~three months ended ~~January~~April 3130, 2024, the Company generated revenue in the amount of $155,000. The revenue was generated as a result of the Company having provided ~~three~~one Personal Financial Literacy ~~Seminars~~Seminar (PFL Seminar) to ~~participants~~a participant.

Operating Expenses

For the ~~six~~three months ended ~~January~~April 3130, 2025, the Company had ~~general~~operating ~~and administrative~~ expenses in the amount of $1911,~~179~~855. These were primarily comprised of audit fees, consultancy fees, and other professional fees.

For the ~~six~~three months ended ~~January~~April 3130, 2024, the Company had ~~general~~operating ~~and administrative~~ expenses in the amount of $279,~~113~~606. These were primarily comprised of ~~allowance~~audit ~~for~~fees, ~~doubtful~~stock ~~accounts,~~and ~~audit~~registrar fees, ~~bookkeeping fees,~~ and other professional fees.

The ~~decrease~~ increase of the ~~general~~operating ~~and administrative~~ expenses was the result of the ~~decrease~~increase in ~~allowance~~consultancy ~~for doubtful accounts and bookkeeping~~ fees.

Net ~~Gain~~ ~~or Loss~~loss

For the ~~six~~ three months ended ~~January~~April 3130, 2025 , the Company has incurred a net ~~income~~loss of $~~821~~6,855.

For the ~~six~~ three months ended ~~January~~April 3130, 2024 , the Company has incurred a net loss of $124,~~113~~606.

~~-4-~~Nine months ended April 30, 2025 and 2024

~~Liquidity and Capital Resources~~Revenues

~~Cash~~For the nine months ended April 30, 2025, the ~~Used~~Company generated revenue in ~~Operating~~the ~~Activities~~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.

For the ~~six~~nine months ended ~~January~~April 3130, ~~2025~~2024, the Company ~~has~~generated ~~net~~revenue ~~cash~~in ~~outflow~~the ~~$1,164~~amount inof ~~operating activities~~$20,000. ~~which~~The revenue was ~~primarily~~generated ~~attributable to~~as ~~net~~a ~~income~~result ~~from~~of ~~operation,~~the ~~decrease~~Company inhaving ~~prepayment~~provided ~~and~~four ~~accrued~~Personal Financial ~~liabilities,~~Literacy ~~and~~Seminars ~~increase~~(PFL inSeminar) ~~other~~to ~~payable~~ participants.

~~For the~~Operating six months ended January 31, 2024, the Company has net cash inflow $492 in operating activities, which was primarily attributable to net loss from operation, increase in prepayment, decrease in accrued liabilities and increase in Amounts due to a director.Expenses

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

~~The~~For the nine months ended April 30, 2024, the Company ~~has~~had nogeneral ~~off-balance~~and ~~sheet~~administrative ~~arrangements~~expenses in the amount of $36,719. These were primarily comprised of allowance for doubtful accounts, audit fees, bookkeeping fees, and other professional fees.

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

~~Recent accounting~~Net ~~pronouncements~~loss

~~The Company~~For ~~has~~the ~~reviewed~~nine ~~all~~months ~~recently~~ended ~~issued~~April 30, ~~but not yet effective~~2025, ~~considers~~ the ~~applicability and impact of all accounting standards updates~~ ~~(“ASUs”).~~Company ~~Management~~has ~~periodically~~incurred ~~reviews~~a ~~new~~net ~~accounting~~loss ~~standards~~of ~~that are issued~~$6,033.

~~In November~~For ~~2023,~~ the ~~FASB~~nine ~~issued~~months ~~ASU~~ended ~~2023-07~~April ~~“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments~~30, ~~primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15~~2024, ~~2023 and interim periods in~~the ~~fiscal years beginning after December 15, 2024. Early adoption is permitted. The~~ Company ishas ~~currently~~incurred ~~evaluating~~a ~~the~~net ~~impact~~loss ~~this~~of ~~ASU may have on its unaudited condensed consolidated financial statements and related disclosures~~$16,719.

~~In December 2023, the FASB issued ASU 2023~~-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 20234-~~09 is effective for annual reporting periods beginning after December 15, 2024.~~

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

~~-5-~~Cash Used in Operating Activities

~~Item~~For the nine months ended April 30, 2025, the 3Company ~~Quantitative~~has net cash outflow $77 in operating activities, which was primarily attributable to net loss from operation, increase in prepayment and ~~Qualitative~~decrease ~~Disclosures~~in ~~About~~accrued ~~Market~~liabilities ~~Risk~~and other payable .

~~As a~~For ~~“smaller~~the ~~reporting~~nine ~~company”~~months asended ~~defined~~April by30, ~~Item~~2024, 10the Company ofhas ~~Regulation~~net ~~S-K~~cash outflow $4,808 ~~the~~in ~~Company~~operating isactivities, ~~not~~which ~~required~~was primarily attributable to ~~provide~~net ~~information~~loss from operation, increase in ~~required~~prepayment, bydecrease in ~~this~~accrued ~~Item~~liabilities and increase in amount due to a director.

~~Item 4~~Off-Balance ~~Controls~~Sheet ~~and Procedures.~~Arrangements

~~Disclosure Controls~~The ~~and~~Company ~~Procedures~~has no off-balance sheet arrangements.

~~We maintain~~Critical ~~disclosure~~Accounting 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.Policies

~~We carried~~Recent ~~out~~adopted 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 January 31, 2025. 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 January 31, 2025.standards

~~Management’s~~In November 2023, the FASB issued ASU 2023-07, ~~Report~~“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 ~~Internal~~its ~~Control~~consolidated ~~over~~financial ~~Financial~~statements ~~Reporting~~and related disclosures.

~~Our management~~Recent 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:pronouncements

1.The ~~pertain~~Company tohas ~~the~~reviewed ~~maintenance~~all ofrecently ~~records~~issued, but ~~that~~not inyet ~~reasonable~~effective, ~~detail~~considers ~~accurately and fairly reflect~~ the ~~transactions~~applicability and ~~dispositions~~impact of ~~our~~all ~~assets;~~accounting 2.standards ~~provide~~updates ~~reasonable~~(“ASUs”). ~~assurance~~Management ~~that~~periodically reviews ~~transactions~~new ~~are~~accounting ~~recorded~~standards ~~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~~issued. ~~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.~~

In December 2023, the FASB issued ASU 2023-609, “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.

~~Because~~In November 2024, the FASB issued ASU 2024-03, Disaggregation of ~~its~~Income ~~inherent~~Statement ~~limitations,~~Expenses. ~~internal~~The ~~control~~new ~~over~~standard ~~financial~~requires ~~reporting~~entities ~~may~~to ~~not~~disclose ~~prevent~~additional orinformation ~~detect~~about ~~misstatements.~~certain ~~Also~~expenses, such ~~projections~~as purchases of ~~any~~ ~~evaluation~~inventory, ofemployee ~~effectiveness~~compensation, todepreciation, ~~future~~intangible ~~periods~~asset ~~are~~amortization, ~~subject~~as towell as selling expenses included in commonly presented expense captions on the ~~risk~~income ~~that~~statement. ~~controls~~The ~~may~~FASB ~~become~~further ~~inadequate~~clarified ~~because~~the ofeffective ~~changes~~date in ~~conditions~~January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic or220-40): ~~that~~Clarifying the ~~degree~~Effective ofDate. ~~compliance~~The ~~with~~ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the ~~policies~~option to apply this guidance either on a retrospective or ~~procedures~~prospective ~~may~~basis, ~~deteriorate~~and early adoption is permitted.

~~Management assessed~~The ~~the effectiveness of the~~ Company’s ~~internal~~reviews ~~control~~new ~~over~~accounting ~~financial~~standards ~~reporting~~ as ~~of January 31, 2025~~ issued. InManagement ~~making~~has ~~this~~not ~~assessment, management~~identified ~~used~~any ~~the~~other ~~criteria~~new ~~set~~standards ~~forth~~that byit ~~the~~believes ~~Committee~~will ofhave ~~Sponsoring~~a ~~Organizations~~significant ofimpact on the ~~Treadway Commission in Internal Control-Integrated Framework. Management~~Company’s ~~assessment included an evaluation of the design of our internal control over~~ financial ~~reporting and testing~~ ~~of the operational effectiveness of these controls~~statements.

As of January 31, 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.-5-

~~Changes in~~Item ~~Internal~~3 ~~Control~~Quantitative ~~over~~and ~~Financial~~Qualitative ~~Reporting:~~Disclosures About Market Risk.

~~There were~~As noa ~~changes~~“smaller ~~in our internal control over financial~~ reporting ~~during~~company” ~~the~~as defined ~~six~~by ~~months ended~~Item ~~January~~10 ~~31,~~of ~~2025,~~Regulation ~~that have materially affected~~S-K, orthe ~~are~~Company ~~reasonably~~is ~~likely~~not required to ~~materially~~provide ~~affect,~~information ~~our~~required ~~internal~~by ~~control~~this ~~over financial reporting~~Item.

~~-7-~~Item 4 Controls and Procedures.

~~PART II~~Disclosure —Controls ~~OTHER~~and ~~INFORMATION~~Procedures

~~Item~~We maintain disclosure controls and procedures, 1.as ~~Legal~~defined ~~Proceedings~~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 ~~are~~and ~~not~~with ~~subjected~~the toparticipation ~~nor~~of ~~engaged~~our inmanagement, ~~any~~including ~~litigation~~our chief executive officer, ~~arbitration~~of orthe ~~claim~~effectiveness of ~~material~~our ~~importance,~~disclosure controls and procedures noas ~~litigation~~of April 30, ~~arbitration~~2025. orBased ~~claim~~ on the evaluation of these disclosure controls and procedures, and in light of the material ~~importance~~weaknesses found isin ~~known~~our tointernal uscontrols toover befinancial ~~pending~~reporting, orour ~~threatened~~chief byexecutive orofficer ~~against~~concluded that our ~~Company~~disclosure controls and procedures were not effective. The matters involving internal controls and procedures that ~~would~~our ~~have~~management aconsidered to be material ~~adverse~~weaknesses ~~effect~~under onthe ~~our~~standards of the Public Company’s ~~results~~Accounting Oversight Board were: (i) lack of ~~operations~~a orfunctioning ~~financial~~audit ~~condition.~~committee ~~Further,~~due ~~there~~to ~~are~~a nolack ~~proceedings~~of ina ~~which~~majority of ~~any~~independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in ~~officers~~the orestablishment ~~affiliates,~~and ormonitoring ~~any~~of ~~beneficial~~required ~~shareholder~~internal ~~are~~controls anand ~~adverse~~procedures; ~~party~~(ii) orinadequate ~~has~~segregation aof ~~material~~duties ~~interest~~and ~~adverse~~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 ~~Company~~chief executive officer in connection with the review of our financial statements as of April 30, 2025.

~~Item 2.~~Management’s ~~Unregistered~~Report ~~Sales~~on ofInternal ~~Equity~~Control over ~~Securities~~Financial ~~and Use of Proceeds~~Reporting

~~None~~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:

~~Item~~ 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. ~~Defaults~~provide ~~Upon~~reasonable ~~Senior~~assurance ~~Securities~~regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~None.~~-6-

~~Item~~Because of its inherent limitations, internal 4control over financial reporting may not prevent or detect misstatements. ~~Mine~~Also, ~~Safety~~projections ~~Disclosures~~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.

~~Not~~Management assessed the effectiveness of the Company’s ~~applicable~~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.

~~Item~~As of April 30, 2025, management assessed the 5effectiveness 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. ~~Other~~Based ~~Information~~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.

~~None.~~Changes in Internal Control over Financial Reporting:

~~ITEM~~There were no changes in our internal control 6.over ~~Exhibits~~financial reporting during the nine months ended April 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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)

-7-

~~-8-~~PART II — OTHER INFORMATION

~~SIGNATURES~~Item 1. Legal Proceedings

~~Pursuant~~ We are not subjected to ~~the~~nor ~~requirements~~engaged ofin ~~Section~~any 13litigation, arbitration or ~~15(d)~~claim of ~~the~~material ~~Securities~~importance, ~~Exchange~~and ~~Act~~no ~~of 1934~~litigation, ~~the~~arbitration ~~Registrant~~or ~~has~~claim ~~duly~~of ~~caused~~material ~~this~~importance ~~Report~~is known to us to be ~~signed~~pending or threatened by or against our Company that would have a material adverse effect on ~~its~~our ~~behalf~~Company’s byresults ~~the~~of ~~undersigned~~operations or financial condition. Further, ~~thereunto~~there ~~duly~~are ~~authorized~~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.

~~Birdie~~Item ~~Win~~2. ~~Corporation~~Unregistered ~~(Name~~Sales of ~~Registrant)~~Equity Securities and Use of Proceeds

~~Date: March 3, 2025~~None.

~~By:~~Item ~~/s/~~3. ~~YUNYUAN~~Defaults ~~CHEN~~Upon ~~YUNYUAN~~Senior ~~CHEN Title: Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)~~Securities

~~-9-~~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-

Filing Compare · Birdie Win Corp