Prepaid expenses for the years ended April 30,as of October 31, 2023 and July 31, 20222023 represent  the payment made to stock and registrar fee, OTCIQ fee, and virtual office rental fee.fee, and installment for EDGAR. Deposit for the year ended July 31, 2023 represents the deposit payment of virtual office rental.

4. ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE 

5. PLANT AND EQUIPMENT

Plant and equipment consisted of the following as of April 30,October 31, 2023 and July 31, 2022:2023:

SCHEDULE OF PLANT AND EQUIPMENT  

Depreciation expense for the period ended April 30,October 31, 2023 was $558186.

6. AMOUNTAMOUNTS DUE TO A DIRECTOR

As of April 30,October 31, 2023, the sole director of the Company advanced $1,5088,780 to the Company, which is unsecured and non-interest bearing and is repayable on demand.

Our director, Yee Chee Yong,Zonghan Wu, has not been compensated for the services.

7. SHAREHOLDERS’ EQUITY

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

During the three months endedAs of October 31, 2021, the Company issued an aggregated of 1,440,000 shares of its common stock at $0.025 per share for aggregate gross proceeds of $36,000.

As of April 30, 2023, the Company has 5,040,000 shares of common stock issued and outstanding. There are no shares of preferred stock authorized.

8. INCOME TAX

The loss from operation before income taxes of the Company for the ninethree months ended April 30,October 31, 2023 and 2022 were comprised of the following:

SCHEDULE OF OPERATION BEFORE INCOME TAXES

United States of America

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of April 30,October 31, 2023, the operations in the United States of America incurred $28,63245,807 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2043,2042, if unutilized. The Company has provided for a full valuation allowance of approximately $6,0139,619 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30,October 31, 2023 and July 31, 2022:2023:

SCHEDULE OF AGGREGATE DEFERRED TAX ASSETS

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $6,0139,619 as of April 30,October 31, 2023.

Malaysia

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

9. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended April 30,October 31, 2023, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended April 30,October 31, 2022, there was no revenue generated and hence there was noone 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:

SCHEDULE OF REVENUES AND OUTSTANDING RECEIVABLE

For the nine months ended April 30, 2023, there were three customers who accounted for 100% of the Company’s revenues. For the nine months ended April 30, 2022, there were three customers who accounted for 100% of the Company’s revenues. The customer who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

10. SEGMENT REPORTING

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

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

SCHEDULE OF SEGMENT REPORTING

11. GOING CONCERN

For the ninethree months ended April 30,October 31, 2023, the Company incurred a net loss of $2,71111,993  and as at April 30,31 October 2023, the Company has accumulated deficit of $28,63245,807. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

12. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after April 30,October 31, 2023 up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 11, 2022,20, 2023, for the year ended July 31, 20222023 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

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

Company Overview (TBC)

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

The Company’s executive office is located at D109, Level 1, Block D, Kelana Square, Jalan SS 7/26, 47301 Petaling Jaya, Selangor, Malaysia.46 Reeves Road, Pakuranga, Auckland 2010, New Zealand. We offer one-on-one Personal Financial Literacy Seminar services, with a focus on providing such services to customers in Malaysia and Hong Kong individuals or families.

Results of operations

Three months ended April 30,October 31, 2023 and 2022

Revenues

For the three months ended April 30,October 31, 2023, the Company generated revenue in the amount of $5,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to participant.

For the three months ended April 30,October 31, 2022, the Company has not generated any revenue nor incurring any cost of revenue due to the Company unable to close any deal during the three months ended April 30, 2022.

General and Administrative Expenses

For the three months ended April 30, 2023, the Company had general and administrative expenses in the amount of $6,269. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

For the three months ended April 30, 2022, the Company had general and administrative expenses in the amount of $4,145. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

The significant increase of the general and administrative expenses was the result of the significant increase in other professional fees.

Net Profit/Loss

For the three months ended April 30, 2023, the Company has incurred a net loss of $488.

For the three months ended April 30, 2022, the Company has incurred a net loss of $4,145.

Nine months ended April 30, 2023 and 2022

Revenues

For the nine months ended April 30, 2023, the Company generated revenue in the amount of $15,000.$5,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to various participant(s).

For the nine months ended April 30, 2022, the Company generated revenue in the amount of $30,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to various participant(s).participant.

General and Administrative Expenses

For the ninethree months ended April 30,October 31, 2023, the Company had general and administrative expenses in the amount of $19,495.$16,993. These were primarily comprised of allowance for doubtful accounts, audit fees, stock and registrar fees, and other professional fees.

For the ninethree months ended April 30,October 31, 2022, the Company had general and administrative expenses in the amount of $48,706.$6,471. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees, legal and professional fees, and audit fees.

The significant decreaseincrease of the general and administrative expenses was the result of the significant decreaseincrease in  legalallowance for doubtful accounts and professionalstock and registrar fees.

Net Profit/Gain or Loss

For the ninethree months ended April 30,October 31, 2023, the Company has incurred a net loss of $2,711.$11,993.

For the ninethree months ended April 30,October 31, 2022, the Company has incurred a net loss of $18,400.$1,046.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the ninethree months ended April 30,October 31, 2023, the Company has used $14,801 in operating activities, which was primarily attributable to net loss from operation, increase in accounts receivable, increase in prepayment and decrease in loan from director.

For the nine months ended April 30, 2022, the Company has used $29,242cash inflow $989 in operating activities, which was primarily attributable to net loss  from operation,  decrease in prepayment,account receivable, decrease in accrued liability,liabilities and increase in loan from director and decrease in customer deposit.

Cash Used in Investing Activitiesamount due to a director.

For the ninethree months ended April 30, 2023 andOctober 31, 2022, the Company has used $0 and $1,304 respectively,$5,474 in investingoperating activities,which was primarily attributable to the purchase of equipment.net loss from operation, increase in accounts receivable and increase in prepayment.

Cash Provided by Financing Activity

For the nine months ended April 30, 2023 and 2022, the Company received $0 and $36,000 respectively, from financing cash flow consists of issuance of shares of common stock pursuant to our public offering.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies

Recent accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning AugustJanuary 1, 2023, and early adoption is permitted.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4 Controls and Procedures.

Disclosure Controls and Procedures

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

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of April 30,October 31, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of April 30,October 31, 2023.

Management’s Report on Internal Control over Financial Reporting

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

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30,October 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of April 30,October 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the ninethree months ended April 30,October 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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

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