Birdie Win Corp 10-K for FY2024

Birdie Win Corp (BRWC)

10-K 2024-10-04 For: 2024-07-31

Added on April 06, 2026

About this 10-K

Birdie Win Corp filed this 10-K on October 4, 2024, covering the fiscal year ended July 31, 2024 (FY2024).

Headline figures

Fiscal year ended July 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $25K; up 25.0% from $20K a year earlier
Net loss: $24.08K; compared with a net loss of $7893 a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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

Class		Outstanding at October 3, 2024
Common Stock, $0.001 par value		5,760,000

		Page #
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Description of property	9
Item 3.	Legal Proceedings	9
Item 4.	Disclosures	9

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	16

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transaction, Director Independence	20
Item 14.	Principal Accounting Fees and Services	21

PART IV

Item 15.	Exhibits and Financial Statement Schedules	22
Item 16.	Form 10-K Summary	22

SIGNATURES		23

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

	●	The “Company,” “we,” “us,” “our,” or “Birdie Win” are references to Birdie Win Corporation, a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $0.001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

1.	Knowledge of financial concepts;

2.	Ability to live within means;

3.	Management of expected and unexpected expenses;

4.	Being vigilant to avoid financial scams; and

5.	Ability to assess the risks and benefits of financial products and services.

1.	The use of innovation guides and tools to improve long-term financial planning;

2.	Awareness and knowledge of the benefits of seeking appropriate professional advice on financial planning;

3.	The importance of voluntary savings and income diversification; and

4.	The importance of long-term financial plans for retirement.

1.	Provide better understanding of risks and returns;

2.	Improve awareness of the innovation of financial products and its implications;

3.	Raise awareness on financial scams and fraud; and

4.	Explain the risks of sophisticated financial products and services.

	1.	Disclaimer

	2.	Financial Overview

	3.	Personal Information

	4.	Balance Sheet

	5.	Cash Flow

	6.	Financial Ratios Analysis

	7.	Financial Goals

	8.	Insurance Coverage

	9.	Investment Strategy

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Name	Age	Positions and Offices

Yunyuan Chen	51	Chief Executive Officer, President, Secretary, Treasurer, Director

1.	bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Summary Compensation Table
Name and principal position (a)	Year ended July 31 (b)		Salary ($) (c)		Bonus ($) (d)		Stock Compensation ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Yunyuan Chen ⁽¹⁾, Chief Executive Officer, President, Secretary, Treasurer, Director		2024	$	-		-		-		-		-		-		-	$	-
Zonghan Wu ⁽¹⁾, Chief Executive Officer, President, Secretary, Treasurer, Director		2024	$	-		-		-		-		-		-		-	$	-
Zonghan Wu ⁽²⁾, Chief Executive Officer, President, Secretary, Treasurer, Director		2023	$	-		-		-		-		-		-		-	$	-
Chee Yong Yee ⁽²⁾, Chief Executive Officer, President, Secretary, Treasurer, Director		2023	$	-		-		-		-		-		-		-	$	-

	(1)	Yunyuan Chen has served as President, Chief Executive Officer, Secretary, Treasurer, and Director since July 18, 2024. Prior to that date, Zonghan Wu served as President, Chief Executive Officer, Secretary, Treasurer, and Director from July 27, 2023 to July 18, 2024.
	(2)	Zonghan Wu served as President, Chief Executive Officer, Secretary, Treasurer, and Director on July 27, 2023. Prior to that date, Chee Yong Yee served as President, Chief Executive Officer, Secretary, Treasurer, and Director from April 16, 2021 to July 27, 2023.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Voting Shares of Preferred Stock		Preferred Stock Voting Percentage Beneficially Owned		Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Yunyuan Chen ⁽¹⁾ President, Secretary, Treasurer, Chief Executive Officer, and Director		3,350,000		58.16	%		-		-		58.16	%
5% or Greater Shareholders		-		-			-		-		-

ACCOUNTING FEES AND SERVICES	2024		2023

Audit fees	$	5,000	$	5,000
Audit-related fees		7,500		7,500
Tax fees		-		-
All other fees		-		-

Total	$	12,500	$	12,500

	Page
Audited Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

BALANCE SHEETS	F-3

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-4

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	F-5

STATEMENTS OF CASH FLOWS	F-6

NOTES TO FINANCIAL STATEMENTS	F-7 – F-13

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer, principal financial officer*

32.1		Section 1350 Certification of principal executive officer, principal financial officer and principal accounting officer*

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Birdie Win Corporation

Date: October 4, 2024	By:	/s/ Yunyuan Chen
		Yunyuan Chen
		Chief Executive Officer, President, Secretary,
		Treasurer, and Director
		(Principal Executive Officer, Principal Financial
		Officer, Principal Accounting Officer)

Signature	Title	Date

/s/ Yunyuan Chen	Chief Executive Officer, President, Secretary, Treasurer, Director
Yunyuan Chen	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	October 4, 2024

/s/ JP Centurion & Partners PLT
JP Centurion & Partners PLT (PCAOB ID: 6723)

	As of			As of
	July 31, 2024			July 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	1,845		$	-
Accounts receivable		-			10,000
Prepayment and deposit		10,912			2,721
Total current assets		12,757			12,721

Non - current asset
Plant and equipment, net	$	137		$	855
Total non - current asset		137			855

TOTAL ASSETS	$	12,894		$	13,576

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	5,410		$	5,000
Amounts due to a director		-			2,790
Other payables		7,780			-
Total current liabilities		13,190			7,790

Total liabilities	$	13,190		$	7,790

Stockholders’ equity
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,760,000 and 5,040,000 shares as of July 31, 2024 and July 31, 2023, respectively	$	5,760		$	5,040
Additional paid in capital		51,840			34,560
Accumulated deficit		(57,896	)		(33,814	)
Total stockholders’ equity	$	(296	)	$	5,786
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,894		$	13,576

	2024			2023
	For the Years Ended July 31
	2024			2023

Revenue	$	25,000		$	20,000

Operating expenses
General and administrative expenses		48,364			29,237
Depreciation		718			744
Total operating expenses		49,082			29,981

Loss from operations		(24,082	)		(9,981	)

Other income		-			2,088

Net loss		(24,082	)		(7,893	)

Earnings per share
Net loss per common share – basic and diluted		(0	)		(0	)

Weighted average number of ordinary shares
Basic and diluted		5,760,000			5,040,000

	Shares		Amount		capital		Deficit			Total
	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 for the year 2023		-		-		-		(7,893	)		(7,893	)
Balance as of July 31, 2023		5,040,000		5,040		34,560		(33,814	)		5,786
Balance		5,040,000		5,040		34,560		(33,814	)		5,786
Net loss for the year 2024		-		-		-		(24,082	)		(24,082	)
Net loss		-		-		-		(24,082	)		(24,082	)
Share issuance*		200,000		200		4,800		-			5,000
Share issuance#		520,000		520		12,480		-			13,000
Balance as of July 31, 2024		5,760,000		5,760		51,840		(57,896	)		(296	)
Balance		5,760,000		5,760		51,840		(57,896	)		(296	)

	2024			2023
	For the Year Ended
	July 31
	2024			2023

Cash Flows From Operating Activities:
Net loss	$	(24,082	)	$	(7,893	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		718			744
Allowance for doubtful debts		10,000			-
Stock based compensation		13,000			-
Changes in operating assets and liabilities:
Accounts receivable		-			(10,000	)
Deposit and prepayment		(8,191	)		(127	)
Accrued liabilities		410			2,500
Amounts due to a director		(2,790	)		(4,536	)
Other payables		7,780			-
Net cash used in operating activities		(3,155	)		(19,312	)

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

Cash Flows From Financing Activity:
Proceeds from issuance of shares		5,000			-
Net cash provided by financing activity		5,000			-

Net change in cash and cash equivalents		1,845			(19,312	)
Cash and cash equivalents, beginning of year		-			19,312
Cash and cash equivalents, end of year	$	1,845		$	-

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of common stock for service provider	$	13,000		$	-


	As of July 31,
	2024			2023

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

	For the Years Ended July 31,
	2024		2023		2024			2023			2024		2023
	Revenues				Percentage of revenues						Accounts receivable, trade

Customer A	$	25,000	$	-		100	%		-		$	-	$	-
Customer B		-		5,000		-			25	%		-		-
Customer C		-		5,000		-			25	%		-		-
Customer D		-		5,000		-			25	%		-		5,000
Customer E		-		5,000		-			25	%		-		5,000
Total	$	25,000	$	20,000		100	%		100	%	$	-	$	10,000

By Business Unit	Financial Services Business			Total
	For the Year Ended July 31, 2024
By Business Unit	Financial Services Business			Total
Revenue	$	25,000		$	25,000

Cost of revenue		-			-
General and administrative expenses		(49,082	)		(49,082	)

Loss from operations		(24,082	)		(24,082	)

Total assets	$	12,894		$	12,894
Capital expenditure	$	-		$	-

By Country	United States		Hong Kong			Malaysia		Total
	For the Year Ended July 31, 2024
By Country	United States		Hong Kong			Malaysia		Total
Revenue	$	-	$	25,000		$	-	$	25,000

Cost of revenue		-		-			-		-
General and administrative expenses		-		(49,082	)		-		(49,082	)

Loss from operations		-		(24,082	)		-		(24,082	)

Total assets	$	-	$	12,894		$	-	$	12,894
Capital expenditure	$	-	$	-		$	-	$	-

	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

	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: October 4, 2024	By:	*/s/ YUNYUAN CHEN*
		YUNYUAN CHEN
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

	(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.