10-Q

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 31, 2024

or

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

For the transition period from ______ to ______

Commission File Number 333-259112

BIRDIE WIN CORPORATION

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

Nevada	8200	38-4179726
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)

46 Reeves Road, Pakuranga, Auckland 2010, New Zealand

(Address of principal executive offices, including zip code)

Issuer’s telephone number: +(61) 405223877

Company email: john@jaz-intl.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 31, 2024
Common Stock, $0.001 par value	5,040,000

TABLE OF CONTENTS

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

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

BIRDIE WIN CORPORATION

CONDENSED BALANCE SHEETS

AS OF JANUARY 31, 2024 (UNAUDITED) AND JULY 31, 2023

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

	As of			As of
	January 31, 2024			July 31, 2023
		(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	492		$	-
Accounts receivable		-			10,000
Prepayment and deposit		3,914			2,721
Total current assets		4,405			12,721
Non - current asset
Plant and equipment, net	$	483		$	855
Total non - current asset		483			855
TOTAL ASSETS	$	4,888		$	13,576
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	2,935		$	5,000
Amounts due to a director		8,280			2,790
Total current liabilities		11,215			7,790
Total liabilities	$	11,215		$	7,790
Stockholders’ equity
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,040,000 and 5,040,000 shares as of January 31, 2024 and July 31, 2023, respectively	$	5,040		$	5,040
Additional paid in capital		34,560			34,560
Accumulated deficit		(45,927	)		(33,814	)
Total stockholders’ equity	$	(6,327	)	$	5,786
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,888		$	13,576

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

F-1

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023

(UNAUDITED)

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

	Three months ended January 31						Six months ended January 31
	2024			2023			2024			2023
Revenue	$	10,000		$	5,000		$	15,000		$	10,000
Operating expenses
General and administrative expenses		9,934			6,566			26,741			12,854
Depreciation		186			186			372			372
Total operating expenses		10,120			6,752			27,113			13,226
Loss from operations		(120	)		(1,752	)		(12,113	)		(3,226	)
Other income		-			575			-			1,003
Net loss		(120	)		(1,177	)		(12,113	)		(2,223	)
Earnings per share
Net loss per common share – basic and diluted		(0	)		(0	)		(0	)		(0	)
Weighted average number of ordinary shares
Basic and diluted		5,040,000			5,040,000			5,040,000			5,040,000

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

F-2

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023

(UNAUDITED)

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

Three and six months ended January 31, 2024 (Unaudited)

	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	)

Three and six months ended January 31, 2023 (Unaudited)

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

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

F-3

BIRDIE WIN CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024 AND 2023

(UNAUDITED)

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

	For the Six Months Ended
	January 31
	2024			2023
Cash Flows From Operating Activities:
Net loss	$	(12,113	)	$	(2,223	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		372			372
Impairment of accounts receivable		10,000			-
Changes in operating assets and liabilities:
Prepayment		(1,193	)		(693	)
Accrued liabilities		(2,065	)		-
Amounts due to a director		5,490			2,450
Net cash provided by/(used in) operating activities		492			(94	)
Cash Flows From Investing Activity:
Net cash provided by investing activity		-			-
Cash Flows From Financing Activity:
Net cash provided by financing activity		-			-
Influence of exchange rates for cash and cash equivalents		-			-
Net change in cash and cash equivalents		492			(94	)
Cash and cash equivalents, beginning of period		-			19,312
Cash and cash equivalents, end of period	$	492		$	19,218
Supplemental cash flows information
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

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

F-4

BIRDIE WIN CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2024 AND 2023

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

1. ORGANIZATION AND BUSINESS BACKGROUND

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

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

The Company’s executive office is located at 46 Reeves Road, Pakuranga, Auckland 2010, New Zealand.

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

On April 16, 2021, the Company issued 3,600,000 shares of restricted common stock, with a par value of $0.001 per share, to Mr. Chee Yong Yee in consideration of $3,600. The $3,600 in proceeds went to the Company to be used as working capital.

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed financial statements for Birdie Win Corporation for the period ended January 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statement, instructions to Form 10-Q and Regulations S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended July 31, 2023. 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 January 31, 2024 and 2023 presented are not necessarily indicative of the results to be expected for the full year. The Company has adopted July 31 as its fiscal year end.

F-5

Going concern

For the six months ended January 31, 2024,  the Company incurred a net loss of $12,113  and as at January 31, 2024, the Company has accumulated deficit of $45,927. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.

Lease

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

F-6

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years

Revenue Recognition

Revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the provision of services upon delivery of the finalized Personal Financial Report to the customer.

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

F-7

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued and adopted accounting pronouncements

The Company reviews 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.

F-8

3. PREPAYMENT AND DEPOSIT

	As of January 31, 2024 (Unaudited)		As of July 31, 2023 (Audited)
Prepaid expenses	$	3,914	$	2,666
Deposit		-		55
Total	$	3,914	$	2,721

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

4. ACCOUNTS RECEIVABLE

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

5. PLANT AND EQUIPMENT

Plant and equipment consisted of the following as of January 31, 2024 and July 31, 2023:

	As of January 31, 2024 (Unaudited)			As of July 31, 2023 (Audited)
Computer and software	$	2,231		$	2,231
Less: accumulated depreciation		(1,748	)		(1,376	)
Plant and equipment, net	$	483		$	855

Depreciation expense for the period ended January 31, 2024 and January 31, 2023 was $372 and $372 respectively.

6. AMOUNTS DUE TO A DIRECTOR

As of January 31, 2024, the sole director of the Company advanced $8,280 to the Company, which is unsecured and non-interest bearing and is repayable on demand.

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

7. SHAREHOLDERS’ EQUITY

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

As of January 31, 2024, the Company has 5,040,000 shares of common stock issued and outstanding. There are no shares of preferred stock authorized.

F-9

8. INCOME TAX

The loss from operation before income taxes of the Company for the six  months ended January 31, 2024 and 2023 were comprised of the following:

	For the six  months ended January 31
	2024			2023
Tax jurisdictions from:
– Local	$	(12,113	)	$	(2,223	)
Loss before income taxes	$	(12,113	)	$	(2,223	)

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 January 31, 2024, the operations in the United States of America incurred $45,927 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 $9,645 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 January 31, 2024 and July 31, 2023:

	As of			As of
	January 31, 2024			July 31, 2023
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	9,645		$	7,101
Less: valuation allowance		(9,645	)		(7,101	)
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 $9,645 as of January 31, 2024.

Malaysia

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

9. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended January 31, 2024, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended January 31, 2023, there was one customer who accounted for 100% of the Company’s revenues. The customers who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the three months ended January 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	10,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			100	%		-		-
Total	$	10,000	$	5,000		100	%		100	%	$	-	$	-

For the six months ended January 31, 2024, there was one customer who accounted for 100% of the Company’s revenues. For the six months ended January 31, 2023, there were two customers who accounted for 100% of the Company’s revenues. The customers who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the six months ended January 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	15,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			50	%		-		-
Customer C		-		5,000		-			50	%		-		-
Total	$	15,000	$	10,000		100	%		100	%	$	-	$	-

F-10

10. SEGMENT REPORTING

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

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

	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 Six Months Ended and As of January 31, 2023
By Business Unit	Financial Services Business			Total
Revenue	$	10,000		$	10,000
Cost of revenue		-			-
Operating expenses		(13,226	)		(13,226	)
Loss from operations		(3,226	)		(3,226	)
Total assets	$	23,732		$	23,732
Capital expenditure	$	-		$	-

	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	$	-	$	-		$	-		$	-

F-11

	For the Six Months Ended and As of January 31, 2023
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	5,000		$	5,000		$	10,000
Cost of revenue		-		-			-			-
Operating expenses		-		(6,613	)		(6,613	)		(13,226	)
Loss from operations		-		(1,613	)		(1,613	)		(3,226	)
Total assets	$	-	$	-		$	23,732		$	23,732
Capital expenditure	$	-	$	-		$	-		$	-

11. GOING CONCERN

For the six months ended January 31, 2024, the Company incurred a net loss of $12,113 and as at January 31, 2024, the Company has accumulated deficit of $45,927. These conditions raise doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

12. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after January 31, 2024 up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

F-12

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

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

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

Company Overview

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

The Company’s executive office is located at 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.

-3-

Results of operations

Three months ended January 31, 2024 and 2023

Revenues

For the three months ended January 31, 2024, the Company generated revenue in the amount of $10,000. 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 three months ended January 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.

General and Administrative Expenses

For the three months ended January 31, 2024, the Company had general and administrative expenses in the amount of $10,120. These were primarily comprised of audit fees, bookkeeping   fees, and other professional fees.

For the three months ended January 31, 2023, the Company had general and administrative expenses in the amount of $6,752. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

The increase of the general and administrative expenses was the result of the increase in bookkeeping fees.

Net Gain or Loss

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

For the three months ended January 31, 2023, the Company has incurred a net loss of $1,177.

Six months ended January 31, 2024 and 2023

Revenues

For the six months ended January 31, 2024, the Company generated revenue in the amount of $15,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to various participant(s).

For the six  months ended January 31, 2023, the Company generated revenue in the amount of $10,000. The revenue was generated as a result of the Company having provided a Personal Financial Literacy Seminar (PFL Seminar) to various participant(s).

General and Administrative Expenses

For the six months ended January 31, 2024, the Company had general and administrative expenses in the amount of $27,113. These were primarily comprised of allowance for doubtful accounts, audit fees, bookkeeping fees, and other professional fees.

For the six  months ended January 31, 2023, the Company had general and administrative expenses in the amount of $13,226. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

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

Net Gain or Loss

For the six months ended January 31, 2024, the Company has incurred a net loss of $12,113.

For the six months ended January 31, 2023, the Company has incurred a net loss of $2,223.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the 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 amount due to a director.

For the six months ended January 31, 2023, the Company has used $94 in operating activities, which was primarily attributable to net loss from operation, increase in amount due to a director and increase in prepayment.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies

Recent accounting pronouncements

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.

-4-

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4 Controls and Procedures.

Disclosure Controls and Procedures

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

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of January 31, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of January 31, 2024.

Management’s Report on Internal Control over Financial Reporting

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

1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

-5-

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of January 31, 2024, 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 six  months ended January 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-6-

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
32.1	Section 1350 Certification of principal executive officer
101.INS	Inline XBRL Instance Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-7-

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: February 29, 2024

By:	/s/ ZONGHAN WU
	Zonghan Wu
Title:	Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

-8-

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, ZONGHAN WU, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Birdie Win Corporation (the “Company”) for the quarter ended January 31, 2024;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, 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.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2024	By:	/s/ ZONGHAN WU
		Zonghan Wu
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the quarterly report of Birdie Win Corporation (the “Company”) on Form 10-Q for the period ended January 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: February 29, 2024	By:	/s/ ZONGHAN WU
		Zonghan Wu
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover	6 Months Ended
	Jan. 31, 2024 shares
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--07-31
Entity File Number	333-259112
Entity Registrant Name	BIRDIE WIN CORPORATION
Entity Central Index Key	0001873213
Entity Tax Identification Number	38-4179726
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	46 Reeves Road
Entity Address, Address Line Two	Pakuranga
Entity Address, City or Town	Auckland
Entity Address, Country	NZ
Entity Address, Postal Zip Code	2010
City Area Code	(61)
Local Phone Number	405223877
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	5,040,000

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Current assets
Cash and cash equivalents	$ 492
Accounts receivable		10,000
Prepayment and deposit	3,914	2,721
Total current assets	4,405	12,721
Non - current asset
Plant and equipment, net	483	855
Total non - current asset	483	855
TOTAL ASSETS	4,888	13,576
Current liabilities
Accrued liabilities	2,935	5,000
Total current liabilities	11,215	7,790
Total liabilities	11,215	7,790
Stockholders’ equity
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,040,000 and 5,040,000 shares as of January 31, 2024 and July 31, 2023, respectively	5,040	5,040
Additional paid in capital	34,560	34,560
Accumulated deficit	(45,927)	(33,814)
Total stockholders’ equity	(6,327)	5,786
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	4,888	13,576
Director [Member]
Current liabilities
Amounts due to a director	$ 8,280	$ 2,790

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2024	Jul. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	5,040,000	5,040,000
Common stock, shares outstanding	5,040,000	5,040,000

XML

Condensed Statement of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Income Statement [Abstract]
Revenue	$ 10,000	$ 5,000	$ 15,000	$ 10,000
Operating expenses
General and administrative expenses	9,934	6,566	26,741	12,854
Depreciation	186	186	372	372
Total operating expenses	10,120	6,752	27,113	13,226
Loss from operations	(120)	(1,752)	(12,113)	(3,226)
Other income		575		1,003
Net loss	$ (120)	$ (1,177)	$ (12,113)	$ (2,223)
Net loss per common share - basic	$ (0)	$ (0)	$ (0)	$ (0)
Net loss per common share - diluted	$ (0)	$ (0)	$ (0)	$ (0)
Weighted average number of ordinary shares
Weighted average number of ordinary shares - basic	5,040,000	5,040,000	5,040,000	5,040,000
Weighted average number of ordinary shares - diluted	5,040,000	5,040,000	5,040,000	5,040,000

XML

Condensed Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jul. 31, 2022	$ 5,040	$ 34,560	$ (25,921)	$ 13,679
Balance, shares at Jul. 31, 2022	5,040,000
Net loss			(1,046)	(1,046)
Balance at Oct. 31, 2022	$ 5,040	34,560	(26,967)	12,633
Balance, shares at Oct. 31, 2022	5,040,000
Balance at Jul. 31, 2022	$ 5,040	34,560	(25,921)	13,679
Balance, shares at Jul. 31, 2022	5,040,000
Net loss				(2,223)
Balance at Jan. 31, 2023	$ 5,040	34,560	(28,144)	11,456
Balance, shares at Jan. 31, 2023	5,040,000
Balance at Oct. 31, 2022	$ 5,040	34,560	(26,967)	12,633
Balance, shares at Oct. 31, 2022	5,040,000
Net loss			(1,177)	(1,177)
Balance at Jan. 31, 2023	$ 5,040	34,560	(28,144)	11,456
Balance, shares at Jan. 31, 2023	5,040,000
Balance at Jul. 31, 2023	$ 5,040	34,560	(33,814)	5,786
Balance, shares at Jul. 31, 2023	5,040,000
Net loss			(11,993)	(11,993)
Balance at Oct. 31, 2023	$ 5,040	34,560	(45,807)	(6,207)
Balance, shares at Oct. 31, 2023	5,040,000
Balance at Jul. 31, 2023	$ 5,040	34,560	(33,814)	5,786
Balance, shares at Jul. 31, 2023	5,040,000
Net loss				(12,113)
Balance at Jan. 31, 2024	$ 5,040	34,560	(45,927)	(6,327)
Balance, shares at Jan. 31, 2024	5,040,000
Balance at Oct. 31, 2023	$ 5,040	34,560	(45,807)	(6,207)
Balance, shares at Oct. 31, 2023	5,040,000
Net loss			(120)	(120)
Balance at Jan. 31, 2024	$ 5,040	$ 34,560	$ (45,927)	$ (6,327)
Balance, shares at Jan. 31, 2024	5,040,000

XML

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Cash Flows From Operating Activities:
Net loss	$ (120)	$ (1,177)	$ (12,113)	$ (2,223)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	186	186	372	372
Impairment of accounts receivable			10,000
Changes in operating assets and liabilities:
Prepayment			(1,193)	(693)
Accrued liabilities			(2,065)
Amounts due to a director			5,490	2,450
Net cash provided by/(used in) operating activities			492	(94)
Cash Flows From Investing Activity:
Net cash provided by investing activity
Cash Flows From Financing Activity:
Net cash provided by financing activity
Influence of exchange rates for cash and cash equivalents
Net change in cash and cash equivalents			492	(94)
Cash and cash equivalents, beginning of period				19,312
Cash and cash equivalents, end of period	$ 492	$ 19,218	492	19,218
Supplemental cash flows information
Income taxes paid
Interest paid

XML

ORGANIZATION AND BUSINESS BACKGROUND

6 Months Ended

Jan. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

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

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

The Company’s executive office is located at 46 Reeves Road, Pakuranga, Auckland 2010, New Zealand.

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

On April 16, 2021, the Company issued 3,600,000 shares of restricted common stock, with a par value of $0.001 per share, to Mr. Chee Yong Yee in consideration of $3,600. The $3,600 in proceeds went to the Company to be used as working capital.

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

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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed financial statements for Birdie Win Corporation for the period ended January 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statement, instructions to Form 10-Q and Regulations S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended July 31, 2023. 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 January 31, 2024 and 2023 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.

Going concern

For the six months ended January 31, 2024,  the Company incurred a net loss of $12,113  and as at January 31, 2024, the Company has accumulated deficit of $45,927. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.

Lease

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

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years

Revenue Recognition

Revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the provision of services upon delivery of the finalized Personal Financial Report to the customer.

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued and adopted accounting pronouncements

The Company reviews 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.

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PREPAYMENT AND DEPOSIT

6 Months Ended

Jan. 31, 2024

Prepayment And Deposit

PREPAYMENT AND DEPOSIT

3. PREPAYMENT AND DEPOSIT

	As of January 31, 2024 (Unaudited)		As of July 31, 2023 (Audited)
Prepaid expenses	$	3,914	$	2,666
Deposit		-		55
Total	$	3,914	$	2,721

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

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ACCOUNTS RECEIVABLE

6 Months Ended

Jan. 31, 2024

Receivables [Abstract]

ACCOUNTS RECEIVABLE

4. ACCOUNTS RECEIVABLE

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

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PLANT AND EQUIPMENT

6 Months Ended

Jan. 31, 2024

Property, Plant and Equipment [Abstract]

PLANT AND EQUIPMENT

5. PLANT AND EQUIPMENT

Plant and equipment consisted of the following as of January 31, 2024 and July 31, 2023:

	As of January 31, 2024 (Unaudited)			As of July 31, 2023 (Audited)
Computer and software	$	2,231		$	2,231
Less: accumulated depreciation		(1,748	)		(1,376	)
Plant and equipment, net	$	483		$	855

Depreciation expense for the period ended January 31, 2024 and January 31, 2023 was $372 and $372 respectively.

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AMOUNTS DUE TO A DIRECTOR

6 Months Ended

Jan. 31, 2024

Related Party Transactions [Abstract]

AMOUNTS DUE TO A DIRECTOR

6. AMOUNTS DUE TO A DIRECTOR

As of January 31, 2024, the sole director of the Company advanced $8,280 to the Company, which is unsecured and non-interest bearing and is repayable on demand.

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

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SHAREHOLDERS’ EQUITY

6 Months Ended

Jan. 31, 2024

Equity [Abstract]

SHAREHOLDERS’ EQUITY

7. SHAREHOLDERS’ EQUITY

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

As of January 31, 2024, the Company has 5,040,000 shares of common stock issued and outstanding. There are no shares of preferred stock authorized.

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INCOME TAX

6 Months Ended

Jan. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAX

8. INCOME TAX

The loss from operation before income taxes of the Company for the six  months ended January 31, 2024 and 2023 were comprised of the following:

	For the six  months ended January 31
	2024			2023
Tax jurisdictions from:
– Local	$	(12,113	)	$	(2,223	)
Loss before income taxes	$	(12,113	)	$	(2,223	)

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 January 31, 2024, the operations in the United States of America incurred $45,927 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 $9,645 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 January 31, 2024 and July 31, 2023:

	As of			As of
	January 31, 2024			July 31, 2023
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	9,645		$	7,101
Less: valuation allowance		(9,645	)		(7,101	)
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 $9,645 as of January 31, 2024.

Malaysia

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

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CONCENTRATIONS OF RISK

6 Months Ended

Jan. 31, 2024

Risks and Uncertainties [Abstract]

CONCENTRATIONS OF RISK

9. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended January 31, 2024, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended January 31, 2023, there was one customer who accounted for 100% of the Company’s revenues. The customers who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the three months ended January 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	10,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			100	%		-		-
Total	$	10,000	$	5,000		100	%		100	%	$	-	$	-

For the six months ended January 31, 2024, there was one customer who accounted for 100% of the Company’s revenues. For the six months ended January 31, 2023, there were two customers who accounted for 100% of the Company’s revenues. The customers who accounted for 100% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the six months ended January 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	15,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			50	%		-		-
Customer C		-		5,000		-			50	%		-		-
Total	$	15,000	$	10,000		100	%		100	%	$	-	$	-

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SEGMENT REPORTING

6 Months Ended

Jan. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

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.

	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 Six Months Ended and As of January 31, 2023
By Business Unit	Financial Services Business			Total
Revenue	$	10,000		$	10,000
Cost of revenue		-			-
Operating expenses		(13,226	)		(13,226	)
Loss from operations		(3,226	)		(3,226	)
Total assets	$	23,732		$	23,732
Capital expenditure	$	-		$	-

	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 Six Months Ended and As of January 31, 2023
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	5,000		$	5,000		$	10,000
Cost of revenue		-		-			-			-
Operating expenses		-		(6,613	)		(6,613	)		(13,226	)
Loss from operations		-		(1,613	)		(1,613	)		(3,226	)
Total assets	$	-	$	-		$	23,732		$	23,732
Capital expenditure	$	-	$	-		$	-		$	-

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GOING CONCERN

6 Months Ended

Jan. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

11. GOING CONCERN

For the six months ended January 31, 2024, the Company incurred a net loss of $12,113 and as at January 31, 2024, the Company has accumulated deficit of $45,927. These conditions raise doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

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SUBSEQUENT EVENTS

6 Months Ended

Jan. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

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 January 31, 2024 up through the date the Company issued the financial statements. During the period, the Company did not have any material recognizable subsequent events.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The unaudited condensed financial statements for Birdie Win Corporation for the period ended January 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial statement, instructions to Form 10-Q and Regulations S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended July 31, 2023. 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 January 31, 2024 and 2023 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.

Going concern

Going concern

For the six months ended January 31, 2024,  the Company incurred a net loss of $12,113  and as at January 31, 2024, the Company has accumulated deficit of $45,927. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

Use of estimates

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

Accounts Receivable

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.

Lease

Lease

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

Plant and equipment

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification	Useful Life
Computer and Software	3 years

Revenue Recognition

Revenue Recognition

Revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the provision of services upon delivery of the finalized Personal Financial Report to the customer.

Earnings Per Share

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

Related parties

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued and adopted accounting pronouncements

Recently issued and adopted accounting pronouncements

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF ESTIMATED USEFUL LIFE

Classification	Useful Life
Computer and Software	3 years

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PREPAYMENT AND DEPOSIT (Tables)

6 Months Ended

Jan. 31, 2024

Prepayment And Deposit

SCHEDULE OF PREPAYMENT

	As of January 31, 2024 (Unaudited)		As of July 31, 2023 (Audited)
Prepaid expenses	$	3,914	$	2,666
Deposit		-		55
Total	$	3,914	$	2,721

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ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

Jan. 31, 2024

Receivables [Abstract]

SCHEDULE OF ACCOUNTS RECEIVABLE

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

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PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jan. 31, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF PLANT AND EQUIPMENT

Plant and equipment consisted of the following as of January 31, 2024 and July 31, 2023:

	As of January 31, 2024 (Unaudited)			As of July 31, 2023 (Audited)
Computer and software	$	2,231		$	2,231
Less: accumulated depreciation		(1,748	)		(1,376	)
Plant and equipment, net	$	483		$	855

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INCOME TAX (Tables)

6 Months Ended

Jan. 31, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF OPERATION BEFORE INCOME TAXES

The loss from operation before income taxes of the Company for the six  months ended January 31, 2024 and 2023 were comprised of the following:

	For the six  months ended January 31
	2024			2023
Tax jurisdictions from:
– Local	$	(12,113	)	$	(2,223	)
Loss before income taxes	$	(12,113	)	$	(2,223	)

SCHEDULE OF AGGREGATE DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of January 31, 2024 and July 31, 2023:

	As of			As of
	January 31, 2024			July 31, 2023
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	9,645		$	7,101
Less: valuation allowance		(9,645	)		(7,101	)
Deferred tax assets	$	-		$	-

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CONCENTRATIONS OF RISK (Tables)

6 Months Ended

Jan. 31, 2024

Risks and Uncertainties [Abstract]

SCHEDULE OF REVENUES AND OUTSTANDING RECEIVABLE

	For the three months ended January 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	10,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			100	%		-		-
Total	$	10,000	$	5,000		100	%		100	%	$	-	$	-

	For the six months ended January 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	15,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			50	%		-		-
Customer C		-		5,000		-			50	%		-		-
Total	$	15,000	$	10,000		100	%		100	%	$	-	$	-

 

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SEGMENT REPORTING (Tables)

6 Months Ended

Jan. 31, 2024

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT REPORTING

	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 Six Months Ended and As of January 31, 2023
By Business Unit	Financial Services Business			Total
Revenue	$	10,000		$	10,000
Cost of revenue		-			-
Operating expenses		(13,226	)		(13,226	)
Loss from operations		(3,226	)		(3,226	)
Total assets	$	23,732		$	23,732
Capital expenditure	$	-		$	-

	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 Six Months Ended and As of January 31, 2023
By Country	United States		Hong Kong			Malaysia			Total
Revenue	$	-	$	5,000		$	5,000		$	10,000
Cost of revenue		-		-			-			-
Operating expenses		-		(6,613	)		(6,613	)		(13,226	)
Loss from operations		-		(1,613	)		(1,613	)		(3,226	)
Total assets	$	-	$	-		$	23,732		$	23,732
Capital expenditure	$	-	$	-		$	-		$	-

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ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)	Oct. 11, 2021	Apr. 16, 2021
Proceeds from issuance of common stock	$ 36,000	$ 3,600
Common stock issued during period	1,440,000
Shares issued per share	$ 0.025
Common stock issued during period, value	$ 36,000
Common Stock [Member] | Restricted Stock [Member] | Mr. Chee Yong Yee [Member]
Number of shares issued		3,600,000
Stock, price per share		$ 0.001
Consideration received per transaction		$ 3,600

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SCHEDULE OF ESTIMATED USEFUL LIFE (Details)	Jan. 31, 2024
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jan. 31, 2024	Oct. 31, 2023	Jan. 31, 2023	Oct. 31, 2022	Jan. 31, 2024	Jan. 31, 2023	Jul. 31, 2023
Accounting Policies [Abstract]
Net loss	$ 120	$ 11,993	$ 1,177	$ 1,046	$ 12,113	$ 2,223
Accumulated deficit	$ 45,927				$ 45,927		$ 33,814

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SCHEDULE OF PREPAYMENT (Details) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Prepayment And Deposit
Prepaid expenses	$ 3,914	$ 2,666
Deposit		55
Total	$ 3,914	$ 2,721

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SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Receivables [Abstract]
Accounts receivable	$ 10,000	$ 10,000
Allowance for doubtful accounts	(10,000)
Total		$ 10,000

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SCHEDULE OF PLANT AND EQUIPMENT (Details) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Property, Plant and Equipment [Abstract]
Computer and software	$ 2,231	$ 2,231
Less: accumulated depreciation	(1,748)	(1,376)
Plant and equipment, net	$ 483	$ 855

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PLANT AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 186	$ 186	$ 372	$ 372

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AMOUNTS DUE TO A DIRECTOR (Details Narrative) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Director [Member]
Related Party Transaction [Line Items]
Amount due to a director	$ 8,280	$ 2,790

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SHAREHOLDERS’ EQUITY (Details Narrative) - shares	Jan. 31, 2024	Jul. 31, 2023
Equity [Abstract]
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	5,040,000	5,040,000
Common stock, shares outstanding	5,040,000	5,040,000
Preferred stock, shares authorized	0

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SCHEDULE OF OPERATION BEFORE INCOME TAXES (Details) - USD ($)	6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Income Tax Disclosure [Abstract]
– Local	$ (12,113)	$ (2,223)
Loss before income taxes	$ (12,113)	$ (2,223)

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SCHEDULE OF AGGREGATE DEFERRED TAX ASSETS (Details) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Income Tax Disclosure [Abstract]
– United States of America	$ 9,645	$ 7,101
Less: valuation allowance	(9,645)	(7,101)
Deferred tax assets

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INCOME TAX (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2024	Jul. 31, 2023
Net operating loss carryforward	$ 45,927
Operating loss, valuation allowance	9,645
Deferred tax asset, valuation allowance	$ 9,645	$ 7,101
MALAYSIA
Non - resident tax rate	25.00%

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SCHEDULE OF REVENUES AND OUTSTANDING RECEIVABLE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Jul. 31, 2023
Concentration Risk [Line Items]
Revenue	$ 10,000	$ 5,000	$ 15,000	$ 10,000
Accounts receivable					$ 10,000
Customer A [Member]
Concentration Risk [Line Items]
Revenue	10,000		15,000
Accounts receivable
Customer A [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Concentration Risk [Line Items]
Percentage of Revenue	100.00%		100.00%
Customer B [Member]
Concentration Risk [Line Items]
Revenue		$ 5,000		$ 5,000
Accounts receivable
Customer B [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Concentration Risk [Line Items]
Percentage of Revenue		100.00%		50.00%
Customers [Member]
Concentration Risk [Line Items]
Revenue	$ 10,000	$ 5,000	$ 15,000	$ 10,000
Accounts receivable
Customers [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Concentration Risk [Line Items]
Percentage of Revenue	100.00%	100.00%	100.00%	100.00%
Customer C [Member]
Concentration Risk [Line Items]
Revenue				$ 5,000
Accounts receivable
Customer C [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Concentration Risk [Line Items]
Percentage of Revenue				50.00%

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CONCENTRATIONS OF RISK (Details Narrative) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
One Customers [Member]
Concentration Risk [Line Items]
Percentage of revenue	100.00%	100.00%	100.00%
Customers [Member]
Concentration Risk [Line Items]
Percentage of revenue	100.00%	100.00%	100.00%	100.00%
Two Customers [Member]
Concentration Risk [Line Items]
Percentage of revenue				100.00%

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SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Jul. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 10,000	$ 5,000	$ 15,000	$ 10,000
Cost of revenue
Operating expenses	(10,120)	(6,752)	(27,113)	(13,226)
Loss from operations	(120)	(1,752)	(12,113)	(3,226)
Total assets	4,888	23,732	4,888	23,732	$ 13,576
Capital expenditure
UNITED STATES
Segment Reporting Information [Line Items]
Revenue
Cost of revenue
Operating expenses
Loss from operations
Total assets
Capital expenditure
HONG KONG
Segment Reporting Information [Line Items]
Revenue			15,000	5,000
Cost of revenue
Operating expenses			(17,113)	(6,613)
Loss from operations			(2,113)	(1,613)
Total assets	4,888		4,888
Capital expenditure
MALAYSIA
Segment Reporting Information [Line Items]
Revenue				5,000
Cost of revenue
Operating expenses			(10,000)	(6,613)
Loss from operations			(10,000)	(1,613)
Total assets		23,732		23,732
Capital expenditure
Financial Services Business [Member]
Segment Reporting Information [Line Items]
Revenue			15,000	10,000
Cost of revenue
Operating expenses			(27,113)	(13,226)
Loss from operations			(12,113)	(3,226)
Total assets	$ 4,888	$ 23,732	4,888	23,732
Capital expenditure

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jan. 31, 2024	Oct. 31, 2023	Jan. 31, 2023	Oct. 31, 2022	Jan. 31, 2024	Jan. 31, 2023	Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 120	$ 11,993	$ 1,177	$ 1,046	$ 12,113	$ 2,223
Accumulated deficit	$ 45,927				$ 45,927		$ 33,814