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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
The Fiscal Year Ended July 31, 2025

 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

 38-4179726

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 0000

 Unit
 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong Kong

 Address
 of principal executive offices, including zip code

 (+86) 13824472731

 Registrant's
 phone number, including area code

 Securities
registered pursuant to Section 12(b) of the Securities Exchange Act: None

 Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 YES
 NO

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.

 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.

 Yes
 No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter.

 No t
applicable.

 APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

by check mark whether the registrant has filed all documents and reports required to be filed by Section 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

 APPLICABLE
ONLY TO CORPORATE REGISTRANTS

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

 Class

 Outstanding
 at October 9, 2025

 Common
 Stock, $ 0.001 par value

 6,720,000

 DOCUMENTS
INCORPORATED BY REFERENCE

 No
documents are incorporated by reference.

 BIRDIE
WIN CORPORATION

 FORM

 For
the Fiscal Year Ended July 31, 2025

 Page
 #

 Item
 1.

 Business

 4-8

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Description of property

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 PART
 II

 Item
 5.

 Market for Common Equity and Related Stockholder Matters

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transaction, Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather
are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect,"
"intend," "plan," "believe," "foresee," "estimate" and variations of these
words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are
subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 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.

 This
report should be read completely and with the understanding that actual future results may be materially different from what we expect.
The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration
of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change
in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events
or otherwise.

 Use
of Defined Terms

 Except
as otherwise indicated by the context, references in this Report to:

 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.

 PART
I

 ITEM
1. BUSINESS

 Overview

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

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

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

 In
regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the
Securities Act of 1933, as amended ("Regulation S") due to the fact that all sales of stock were made to non-U.S. persons
(as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were
made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of
the foregoing.

 On
August 27, 2021, the Company has submitted initial Form S-1 Registration Statement to S.E.C registering an offering by the Company amounted
up to $120,000 to Securities & Exchange Commission ("S.E.C"), which was later declared effective on September 23, 2021.

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

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

 On
July 18, 2024, the sole officer and director of the Company, Zonghan Wu, tendered his resignations as Director, President, Chief Executive
Officer, Secretary, and Treasurer of the Company, and appointed Yunyuan Chen as new President, Chief Executive Officer, Secretary, Treasurer,
and Director of the Company, effective July 18, 2024.

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

 Description
of Business

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

 The
Company believes there is enormous opportunity in promoting, and at the same time profiting from financial literacy in Hong Kong and
Malaysia. At present, the only service that has been provided by the Company is the one-on-one Personal Financial Literacy Seminar (herein
referred as "PFL Seminar"). All other additional services are prospective, and have not, as of this point in time, been performed
for any clients yet. We believe that we have the capacity to offer the services immediately upon securing an agreement with a client.

 Our
PFL Seminar focuses on elevating our clients' financial literacy and teaching them responsible financial behaviors and rational
attitudes towards financial management. Our PFL Seminar aims to improve clients' awareness and capability to make rational financial
decision throughout their life stages, which leads to sustained improvements in their financial behavior. We believe that raising financial
literacy is a key to empower clients with the financial knowledge and skills to improve their financial well-being. Financially capable
clients could interact responsibly with their financial service providers, which in turn builds a healthy financial lifestyle. At present,
our PFL Seminar is taught solely by the Company's President. We intend to hire additional instructors in the future, depending
on the success of our operations, and will require that all instructors have relevant training/background and that the follow a standard
of procedure (SOP), that has yet to be developed, in order to ensure that their lessons meet the quality standards we require.

 Our
PFL Seminar is a one-on-one workshop, presently conducted online via Zoom, which consists of four sessions and the clients are expected
to devote at least three hours per session as elaborated below:

1: Financial Management Knowledge, Tool and Resources

1 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:

 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.

2: Long-term Financial Planning Knowledge

2 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:

 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.

 The
desired outcomes of this session are inculcating clients with the habit of long-term planning for different life stages or events, such
as marriage, having children, performing pilgrimage, death and illness. Clients will also be aware of the importance of funding sufficiency
to meet their future financial needs and retirement life.

3: Protect Your Money

 We
believe it is increasingly important to be financially literate in this era of digitization, as online information can be overwhelming
and even inaccurate. Furthermore, as new financial products and services, such as internet banking and mobile payments, are growing in
popularity, the capability to validate and verify such information is crucial before making any financial decisions.

 Expectations
of unrealistically high returns also increase the risk of falling victim to scams and illegal financial schemes. We believe with enough
financial knowledge; our clients will be able to make the distinction between legitimate products and fraudulent schemes and be aware
of avenues to seek help when in doubt.

3 of our PFL Seminar enlightens clients with the above concerns and goes into detail on the following key learning objectives:

 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.

3 of PFL Seminar should increase clients' awareness and understandings on the key features of certain financial products and services.
They should also be able to identify suitable financial products based on their risk appetites and objectives and make rational financial
decisions.

4: Personal Financial Report Preparation and Analysis

4 of our PFL Seminar equips our clients with the skills to generate their own Personal Financial Report by using third party financial
planning software with goal-planning and scenario-based features. The Personal Financial Report should take into consideration of local
financial markets system, social welfare system, quality of health care services, tax regulations and current economic indicators such
as inflation rate, nominal real interest, regional GDP growth rate and unemployment rate.

 We
also educate our clients on how to analyze their Personal Financial Reports to understand their financial situations and evaluate to
what extent their goals, needs and priorities can be met by their resources and current course of action. One useful function of the
Personal Financial Report is financial ratio analysis which allows the client to evaluate their financial health. The financial ratio
includes solvency ratio, investment assets to net worth ratio, debt to total assets ratio, debt to income ratio, liquidity ratio and
saving ratio.

 Based
on the Personal Financial Report, we also equip clients with the skills needed to forecast their pre-retirement wealth accumulation and
post-retirement expenses by assuming constant consumption and investment patterns. The Personal Financial Report also creates simulations
of both optimistic and pessimistic wealth accumulation scenarios, including longevity risks. Additionally, if the client is married or
in a long-term partnership, the plan should include survivorship considerations and projected financial scenarios for the surviving partner.

4 of our PFL Seminar intends to empower our clients to be able to prepare and analyze their Personal Financial Report which provides
guidance for rational decision-making and serves as both a roadmap to successful financial planning and a bulwark against potential mistakes
or misdeeds. Our proposed content of the Personal Financial Report is as follows:

 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

 We
will not advise any specific insurance product or investment product issued by any financial institutes, including bank, insurance company,
fund house, etc. This will enhance the independence and accuracy of the Personal Financial Report through avoidance of potential conflicts
of interest. Instead of any specific insurance or investment product, we will recommend the proposed amount of sum insured for insurance
portion while the asset class allocation for the investment strategy portion.

 Once
the client is satisfied with the Personal Financial Report generated, the client needs to decide the timing of implementation. We can
accompany the client to visit different financial institutes and help to sort out the suitable products, which are relevant and consistent
with their Personal Financial Reports, in order to avoid mis-selling or mis-matching between the client and products' objective
and risk.

 Personal
Financial Report Review and Evaluation Program

 Personal
Financial Report Review and Evaluation Program enables our existing clients to understand how their investment portfolio is performing
and whether their financial goals are likely to be achieved. Our clients can subscribe to the program after their Personal Financial
Reports are generated. We can review and re-assess a client's Personal Financial Report to check whether their portfolio management
is in line with their investment strategy, and whether any changes are required to achieve the clients' goals. During the program,
the client can obtain a better picture on their goal achievement progress, process consistency and portfolio performance. Furthermore,
if there is any update on our program, we will invite those existing clients to join the updated session at a discounted fee.

 Pricing

 We
generate our revenues by providing FPL Seminar services to Hong Kong and Malaysian individuals and families. The one-time PFL seminar
fees are typically a flat fee, which is currently proposed as $5,000 for each client.

 Furthermore,
we charge our clients who subscribe to our Personal Financial Report Review and Evaluation Program recurring consulting fees. The amount
is negotiated on a case-by-case basis depending on the nature and extent of our services, such as investor coordination, investment advisory
services and distribution of periodic product performance reports computed.

 Marketing
Efforts

 We
believe word-of-mouth is an especially effective marketing tool for our business. We intend to engage in nationwide marketing initiatives
to further raise our brand awareness while continuing to improve client satisfaction to strengthen our word-of-mouth referrals.

 We
expect to increase our marketing efforts through our President's personal networks and industry association channels which have
not, at this point of time, been fully identified. Our President leverages various resources in performing tasks, including their social
connections and referrals from existing clients.

 Additionally,
we intend to bolster our professional reputation and image by showcasing our knowledge and industry expertise via marketing campaigns
through various forms of media, including our website at www.birdiewin.com. We have undefined plans to initially market our services
through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings. Furthermore, we
plan to begin a social media campaign utilizing blogs, twitter, Facebook, and Linked In. A targeted campaign is intended to be made to
focus on individuals and families. At this point in time, we cannot state with any certainty when we will commence with the aforementioned
marketing activities.

 Competition

 The
financial literacy services industry is very competitive and fragmented in the market niche in which our Company operates. There are
limited barriers to entry and new competitors frequently enter the market. A significant number of our competitors possess substantially
greater resources than we possess. Additionally, we face substantial competition for potential clients and for technical and professional
personnel from providers of similar specialties, which range from giant national wealth management firm, private banks and family offices
headquartered in Hong Kong and Malaysia.

 The
majority of our competitors are banks, wealth management firms, and insurance brokers who aim to sell their own products by providing
financial literacy services. As such, we feel that we have a competitive advantage over many of our competitors, in that we do not sell
any specific insurance or investment product, and instead strive to maintain our independence and avoid potential conflicts of interest.
We believe that our clients will feel assured that the quality of our services and recommendations are not hampered by the need to sell
any additional products.

 We
believe that existing and new competitors will continue to improve their services and introduce new services with competitive pricing
and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market share by reducing
our prices to meet competition or maintain prices, which would likely sacrifice market share. Sales and overall profitability could be
reduced in either case.

 Employees

 Currently,
we have one employee which is our Chief Financial Officer, Yunyuan Chen. Currently, Yunyuan Chen has the flexibility to work on our business
up to 15 hours per week, but is prepared to devote more time if necessary.

 We
do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt
plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director. We have no employment
agreements at this time with our officers and directors. We intend to hire more staffs to assist in the development and execution of
our business operations.

 Government
Regulations

 Birdie
Win Corporation solely provides financial literacy seminar services, and we will not take part in any distribution of financial products,
such as insurance or investment products. We are not required to obtain any license that we are aware of except possibly business registration
licenses in jurisdictions we may intend to operate in.

 However,
from time to time during one-on-one PFL Seminar and Personal Financial Report Review and Evaluation Program, the Company or employee
of the Company will come across personal data as defined under Malaysia Personal Data Protective Act 2010 (herein referred as "PDPA").
According to PDPA, Data User, such as the Company or employee of the Company, shall not process personal data about a data subject unless
the data subject has given his consent to the processing of the personal data.

 ITEM
1A. RISK FACTORS

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
1C. CYBERSECURITY

 Risk
management and strategy

 We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business
objectives and operational needs.

 Oversee
Third-Party Risk

 Because
we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the system and organization controls
(SOC) reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches
or other security incidents originating from third parties.

 Risks
from Cybersecurity Threats

 We
have no t encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial
year ended December 31, 2024. We will continue to monitor and assess our cybersecurity risk management program as well as invest in and
seek to improve such systems and processes as appropriate. If we were to experience a material cybersecurity incident in the future,
such an incident may have a material effect, including on our operations, business strategy, operating results, or financial condition.
For more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the section
titled " Risk Factors " in Part I, Item 1A of this Annual Report on Form 10-K.

 Governance

 Our
board of directors is responsible for monitoring and assessing strategic risk exposure. Our board of directors administers its cybersecurity
risk oversight function directly as a whole, as well as through the Audit Committee. Our executive management team informs our Audit
Committee on cybersecurity risks on a regular basis, at least once per year.

 The
Audit Committee is primarily responsible for assisting our board of directors in fulfilling its ultimate oversight responsibilities relating
to risk assessment and management, including relating to cybersecurity and other information technology risks. The Audit Committee oversees
management's implementation of our cybersecurity risk management program, including processes and policies for determining risk
tolerance, and reviews management's strategies for adequately mitigating and managing identified risks, including risks relating
to cybersecurity threats.

 Our
cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration
with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential
risks faced by our group.

 ITEM
2. DESCRIPTION OF PROPERTY

 We
do not own any real estate or other properties. Our office is located at U nit 8, 6/F, Wayson Commercial
Building, 28 Connaught Road West, Hong Kong

 We
believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative
space on commercially reasonable terms if and when we need it.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or
has a material interest adverse to our business.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 The
Company sole class of common equity is currently quoted under OTC Markets Pink Sheet under symbol BRWC since March 23, 2023. The Company
believes that we do not have an established public trading market and we cannot assure you that there will be any liquidity for our common
stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

 Holders

 As
of July 31, 2025, we have 18 shareholders on record of our common stock.

 Transfer
Agent and Registrar

 The
transfer agent for our capital stock is Transfer Online, Inc, with an address at 512 SE Salmon St., Portland, OR 97214, United States
and telephone number is +1 (503) 227-2950.

 Penny
Stock Regulations

 The
Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition
of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual
incomes exceeding $200,000 individually, or $300,000, together with their spouse).

 For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt
transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated
by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our Common Stock
and may affect the ability of investors to sell their Common Stock in the secondary market.

 In
addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory
Authority ("FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced
securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors'
ability to buy and sell our stock.

 Dividends

 Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our
board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare
or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors
currently intends to retain all earnings for use in the business for the foreseeable future.

 Recent
Sales of Unregistered Securities

 No
securities have been sold by the Company during the period covered by this Form 10-K.

 Purchases
of Equity Securities by the Registrant and Affiliated Purchasers

 We
have not repurchased any shares of our common stock during the fiscal year ended July 31, 2025.

 Other
Stockholder Matters

 None.

 ITEM
6. SELECTED FINANCIAL DATA

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of our results of operations and financial condition for fiscal year ended July 31, 2025 should be
read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report.
Some of the information contained in this management's discussion and analysis or set forth elsewhere in this Annual Report, including
information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve
risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the "Risk Factors"
section in Form S-1/A registration statement, filed on August 27, 2021, our actual results could differ materially from the results described
in or implied by the forward-looking statements contained in this Annual Report.

 Overview

 Birdie
Win Corporation is headquartered in Hong Kong. The Company's executive office is located
at U nit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong Kong. We offer
one-on-one Personal Financial Literacy Seminar services, with a focus on providing such services to customers in Malaysia and Hong Kong
individuals or families.

 Our
cash and cash equivalents are $2,171 as of July 31, 2025. Our cash balance is not sufficient to fund our limited levels of operations
for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month
period, we require further funding.

 For
the year ended July 31, 2025, the Company incurred a net loss of $17,299 and a positive cash flow from operating activities of $326.
As reflected in the financial statements, the Company had an accumulated deficit of $75,195. 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.

 No
assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory
to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations,
in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 Results
of operations for the year ended July 31, 2025

 Revenues

 For
the years ended July 31, 2025 and 2024, the Company has generated a revenue of $30,000 and $25,000 respectively. The revenue is generated
through provision of Personal Financial Literacy Seminar (PFL Seminar) services to clients.

 General
and Administrative Expenses

 For
the years ended July 31, 2025 and 2024, the Company incurred general and administrative expenses of $47,299 and $49,082 respectively.
These were primarily comprised of audit fees, stock and registrar fees, legal fees and other professional fees.

 Net
Loss

 For
the years ended July 31, 2025 and 2024, the Company incurred a net loss of $17,299 and $24,082 respectively.

 Liquidity
and Capital Resources

 The
Company's cash and cash equivalents has increased by $326, from $1,845 as of July 31, 2024 to $2,171 as of July 31, 2025. The accompanying
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.

 Cash
Provided by / (Used in) Operating Activities

 For
the year ended July 31, 2025, net cash provided by operating activities was $326. Cash provided by operating activities was attributable
to net loss from operation, increase in prepayment, decrease in accrued liabilities, decrease in stock based compensation, and decrease
in other payable.

 For
the year ended July 31, 2024, the Company has used $3,155 in operating activities, which was primarily attributable to net loss from
operation, decrease in allowance for doubtful debts, decrease in stock based compensation, increase in deposit and prepayment, increase
in accrued liabilities, decrease in amounts due to a director and increase in other payable contra by depreciation expenses.

 Cash
Used in Investing Activity

 For
the year ended July 31, 2025, the Company has used $0 in investing activity.

 For
the year ended July 31, 2024, the Company has used $0 in investing activity.

 Cash
Provided by Financing Activity

 For
the year ended July 31, 2025, the Company has received $0 from financing activity.

 For
the year ended July 31, 2024, the Company has received $5,000 from financing activity primarily from issuance of shares of common stock.

 Off-Balance
Sheet Arrangement

 We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to our stockholders as of July 31, 2025.

 Contractual
Obligation

 As
a smaller reporting company, we are not required to provide the aforementioned information.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required by this item are located following the signature page of this Annual Report.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not
Applicable

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of
the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures",
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means
controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the
reports it files or submits 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. Disclosure controls and procedures also include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer concluded as of July 31, 2025, 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: (1) 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; (2) inadequate segregation of duties and effective risk
assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified
resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet
to be developed. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review
of our financial statements as of July 31, 2025.

 Management
believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors
results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result
in a material misstatement in our financial statements in future periods.

 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:

 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.

 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 July 31, 2025. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing
of the operational effectiveness of these controls.

 Based
on this assessment, management has concluded that as of July 31, 2025, our internal control over financial reporting was not effective
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 We
will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to
segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors
who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made
by management when funds are available to us.

 We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

 Changes
in Internal Control over Financial Reporting

 There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

 This
annual report does not include an attestation report of the Company's registered independent public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's registered independent
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this Annual Report on Form 10-K.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Set
forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated
or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements
or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or
an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected
and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of
stockholders and until their successors have been elected and qualified.

 Name

 Age

 Positions
 and Offices

 Zhao

 Chief
 Executive Officer, President, Secretary, Chairman

 Chen

 Chief
 Financial Officer

 Bao

 Wang

Zhao - Chief Executive Officer, President, Secretary, Chairman

 Zhao worked for Distributed Storage Research Center of China Development Research Institute, as
Director in Guangdong and Hong Kong from 2017 to 2024, and is Managing Director of Maitian Digital Technology Group Co., Ltd. Shiyong
Zhao holds a Master's Degree in Business Administration awarded by Tsinghua University in 2020.

Zhao currently acts as the President, Chief Executive
Officer, Secretary, and Chairman of Birdie Win Corporation, specializing in business growth, profitable growth and marketing.

Chen – Chief Financial Officer

Chen worked for Zhaoqing Guangrong Investment Management Co., Ltd. as Director in Guangdong and Hong Kong from 2007 to 2010, worked for
Hong Kong Tims Investment Ltd as Director from 2011 to 2015, and is Managing Director of Shenzhen Qianhai Rongjian Fund Management Co.,
Ltd. Yunyuan Chen holds a Master's Degree in Business Administration awarded by Sun Yat-Sen University in 2006.

Chen currently acts as the Chief Financial Officer of
Birdie Win Corporation.

Bao - Director

Bao worked at China Gold Exchange. as Director in Shanghai from 2005 to 2012, worked for GKFX as foreign exchange trader from 2012 to
2018, and is Managing Director of West Coast No. 1 Securities Private Equity Fund. Yidong Bao holds a Master's Degree in Business
Administration awarded by Shanghai University of Finance and Economics in 2016.

Bao currently acts as the Director of Birdie Win Corporation.

Wang - Director

Wang worked
at Shengyang Zhuojin Construction Engineering Co., Ltd., as Director in Shanghai from 2003 to 2013, worked for Shengyang Guangjin Construction
Engineering Co., Ltd as director from 2014 to 2019, and is Managing Director of Shengyang Feituo Construction Engineering Co., Ltd. Fengjun
Wang holds a Bachelor's Degree in Beijing Jili University in 1995.

Wang currently
acts as the Director of Birdie Win Corporation.

 Corporate
Governance

 The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications
made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally
adopted a written code of business conduct and ethics that governs the Company's employees, officers and Directors as the Company
is not required to do so.

 In
lieu of an Audit Committee, the Company's Board of Directors, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial
statements and other services provided by the Company's independent public accountants. The Board of Directors and the Chief Executive
Officer of the Company review the Company's internal accounting controls, practices and policies.

 Committees
of the Board

 Our
Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our
Company have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have
such committees, at this time, because the Directors can adequately perform the functions of such committees.

 Audit
Committee Financial Expert

 Our
Board of Directors has determined that we do not have a board member that qualifies as an "audit committee financial expert"
as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term
is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)
of the FINRA Rules.

 We
believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because
management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that
retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome
and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash
flows

 from
operations to date.

 Involvement
in Certain Legal Proceedings

 Our
Directors and our Officers have not been involved in any of the following events during the past ten years:

 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.

 Independence
of Directors

 We
are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such
time as we are required to do so.

 Code
of Ethics

 We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and
determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,
business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand
in the future, we may take actions to adopt a formal Code of Ethics.

 Shareholder
Proposals

 Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.
The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum
criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such
nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations
for election or appointment.

 A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.

 SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 Section
16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide
us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by
our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act,
we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the
year ended July 31, 2025.

 ITEM
11. EXECUTIVE COMPENSATION

 MANAGEMENT
COMPENSATION

 The
following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the
fiscal years ended July 31, 2025 and 2024:

 Summary
Compensation Table

 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)

 Shiyong Zhao (1),
 Chief Executive Officer, President, Secretary, Chairman

 2025

 $
 -

 -

 360,000 common stock

 -

 -

 -

 -

 $
 9,000

 Yunyuan Chen (2),
 Chief Financial Officer

 2025

 $
 -

 -

 -

 -

 -

 -

 -

 $
 -

 Yidong Bao (3),

 2025

 $
 -

 -

 300,000 common stock

 -

 -

 -

 -

 $
 7,500

 Fengjun Wang (4),

 2025

 $
 -

 -

 300,000 common stock

 -

 -

 -

 -

 $
 7,500

 Yunyuan Chen (2),
 Chief Executive Officer, President, Secretary, Treasurer, Director

 2024

 $
 -

 -

 -

 -

 -

 -

 -

 $
 -

 (1)
 Zhao has served as President, Chief Executive Officer,
 Secretary, and Chairman since March 04, 2025. Prior to that date, Yunyuan Chen served
 as President, Chief Executive Officer, Secretary, Treasurer,
 and Director from July 18, 2024 to March 04, 2025.

 (2)
 Chen served as President, Chief Executive Officer from
 July 18, 2024 to March 04, 2025. On March 04, 2025, Yunyuan Chen resigned from her
 positions as the Company's President and Chief
 Executive Officer. On June 05, 2025, Yunyuan Chen resigned from her positions
 as Director. Ms Chen will remain the Treasurer
 of the Company.

 (3)
 Bao has served as Director since March 04, 2025.

 (4)
 Wang has served as Director since March 04,
 2025.

 Stock
Option Grants

 We
have not granted any stock options to our executive officers since our incorporation.

 Employment
Agreements

 During
the year ended July 31, 2025, the Company issued an aggregated of 960,000 shares of its common stock at $0.025 per share, totaling $24,000,
as consideration for consulting services provided by three newly appointed directors, Shiyong Zhao, Yidong Bao, and Fengjun Wang.

 Compensation
Discussion and Analysis

Compensation

 During
the year ended July 31, 2025, the Company issued an aggregated of 960,000 shares of its common stock at $0.025 per share, totaling $24,000,
as consideration for consulting services provided by three newly appointed directors, Shiyong Zhao, Yidong Bao, and Fengjun Wang.

 Executive
Compensation Philosophy

 Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves
the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services
rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer's
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance
base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination
believes such grants would be in the best interests of the Company.

 Incentive
Bonus

 The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the
Board of Directors believes such bonuses are in the Company's best interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability
of such executives.

 Long-term,
Stock Based Compensation

 In
order to attract, retain and motivate executive talent necessary to support the Company's long-term business strategy we may award
our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 As
of July 31, 2025, the Company has 6,720,000 shares of common stock issued and outstanding, which number of issued and outstanding shares
of common stock have been used throughout this report.

 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

 Shiyong Zhao
 President, Secretary, Chief Executive Officer, and Chairman

 2,700,000

 40.2
 %

 -

 -

 40.2
 %

 Yunyuan Chen (1)
 Chief Financial Officer

 0.1
 %

 -

 -

 0.1
 %

 Yidong Bao

 300,000

 4.5
 %

 -

 -

 4.5
 %

 Fengjun Wang

 300,000

 4.5
 %

 -

 -

 4.5
 %

 5% or Greater Shareholders

 -

 -

 -

 -

 -

 *Officers
and or Directors who may hold a 5% or greater controlling interest in the Company are included above, but only under the subtitle, "Executive
Officers and Directors".

 (1)
Yunyuan Chen is a controlling director/shareholder of TOPP Holdings Group Ltd and owns 100% of the issued and outstanding shares of TOPP
Holdings Group Ltd, therefore, the table above includes the share ownership of TOPP Holdings Group Ltd with Yunyuan Chen.

 Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to
be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon
exercise of a n option or warrant) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned
by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power at any particular date.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

 Except
as set forth below, during the year ended July 31, 2025, we had not entered into any transactions with our sole officer or director,
or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein
the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our
total assets for the last three fiscal years.

 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.

 Mr.
Chee Yong Yee, serves as our Chief Executive Officer, President, Secretary, Treasurer and Director.

 As
of July 31, 2022, our sole director, Mr. Chee Yong Yee, advanced $4,645 to the Company, which is unsecured and non-interest bearing and
is repayable on demand.

 On
June 20, 2023, a Stock Purchase Agreement was entered into between Chee Yong Yee (the "Seller") and TTTOP International Ltd
(the "Purchaser"), whose controlling person is Mr. Zonghan Wu, wherein the Purchaser purchased 3,600,000 shares of Common
Shares, par value $0.001 per share (the "Shares"), of Birdie Win Corporation, a Nevada corporation (the "Company").
As a result, the Purchaser became an approximately 71% holder of the voting rights of the issued and outstanding shares of the Company,
on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on July 27, 2023 (the "Closing
date"). The consideration paid for each share was $0.124633. The source of the cash consideration for the Shares was personal fund
of the controlling person of Purchaser.

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

 On
July 18, 2024, a Stock Purchase Agreement was entered into between TTTOP International Ltd (the "Seller") and TOPP Holdings
Group Ltd (the "Purchaser"), whose controlling person is Yunyuan Chen, wherein the Purchaser purchased 3,350,000 shares of
Common Shares, par value $0.001 per share (the "Shares"), of Birdie Win Corporation, a Nevada corporation (the "Company").
As a result, the Purchaser became an approximately 58.2% holder of the voting rights of the issued and outstanding shares of the Company,
on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on July 19, 2024 (the "Closing
date"). The consideration paid for each share was $0.1194. The source of the cash consideration for the Shares was personal fund
of the controlling person of Purchaser.

 On
July 18, 2024, the sole officer and director of the Company, Zonghan Wu, tendered his resignations as Director, President, Chief Executive
Officer, Secretary, and Treasurer of the Company, and appointed Yunyuan Chen as new President, Chief Executive Officer, Secretary, Treasurer,
and Director of the Company, effective July 18, 2024.

 On
March 24, 2025, a Stock Purchase Agreement was entered into between TOPP Holdings Group Ltd (the "Seller"), whose controlling
person is Yunyuan Chen, and Shiyong Zhao (the "Purchaser"), wherein the Purchaser purchased 2,640,000 shares of Common Shares
from the Seller, par value $0.001 per share (the "Shares"), of Birdie Win Corporation, a Nevada corporation (the "Company").
As a result, the Purchaser became an approximately 44.6% holder of the voting rights of the issued and outstanding shares of the Company,
on a fully-diluted basis.

 During
the year ended July 31, 2025, the Company issued an aggregated of 960,000 shares of its common stock at $0.025 per share, totaling $24,000,
as consideration for consulting services provided by three newly appointed directors, Shiyong Zhao, Yidong Bao, and Fengjun Wang.

 Review, Approval and Ratification of Related Party
Transactions

 Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above,
with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the
future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review,
approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will
continue to approve any related party transaction.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit Fees

 The following table
sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended July
31, 2025 and 2024. We have engaged JP Centurion & Partners
PLT as our independent registered public accounting firm since July 01, 2021.

 ACCOUNTING FEES AND SERVICES

 2025

 2024

 Audit fees

 $
 12,500

 $
 12,500

 The category of "Audit fees" includes
fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance
of comfort letters and consents.

 All of the professional services rendered by principal
accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) Financial Statements

 The following are filed as part of this report:

 Financial Statements

 The following financial statements of Birdie Win Corporation
and Report of Independent Registered Public Accounting Firm are presented in the "F" pages of this Report:

 Page

 Audited Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 BALANCE SHEETS

 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 STATEMENT OF CASH FLOWS

 NOTES TO FINANCIAL STATEMENTS

 F-7 – F-13

 (b) Exhibits

 The following exhibits are filed herewith:

 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*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *Filed herewith

 ITEM 16. FORM 10-K SUMMARY

 As permitted, the registrant has elected not to supply
a summary of information required by Form 10-K.

 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

 Date: October 9, 2025

 By:

 /s/ Shiyong Zhao

 Shiyong Zhao

 Chief Executive Officer, President, Secretary,

 and Chairman

 (Principal Executive Officer)

 Date: October 9, 2025

 By:

 /s/ Yunyuan Chen

 Yunyuan Chen

 Chief Financial Officer

 (Principal Financial

 Officer, Principal Accounting Officer)

 Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the
dates indicated:

 Signature

 Title

 Date

 /s/ Shiyong Zhao

 Chief Executive Officer, President, Secretary, Chairman

 Shiyong Zhao

 (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 /s/ Yunyuan Chen

 Chief Financial Officer

 Yunyuan Chen

 (Principal Financial Officer and Principal Accounting
 Officer)

 /s/ Yidong Bao

 Yidong Bao

 (Board Director)

 /s/ Fengjun Wang

 Fengjun Wang

 (Board Director)

 INDEX TO FINANCIAL STATEMENTS

 Page

 Audited Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 6723)

 BALANCE SHEETS

 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 STATEMENT OF CASH FLOWS

 NOTES TO FINANCIAL STATEMENTS

 F-7 – F-13

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 Report of Independent Registered Public Accounting
Firm

 The Board of Directors and Stockholders

 of Birdie Win Corporation

 U nit
8, 6/F, Wayson Commercial Building

 28 Connaught Road West

 Hong Kong

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Birdie Win Corporation. (the 'Company') as of July 31, 2025 and 2024, and the related statement of operations and comprehensive
loss, statement of changes in stockholders' equity, and statement of cash flows for each of the years in the two-year period ended
July 31, 2025 and 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and
the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2025 and 2024, in conformity
with accounting principles generally accepted in the United States of America.

 Substantial Doubt About the Entity's Ability
to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements,
for the year ended July 31, 2025, the Company incurred a net loss of $17,299 and had an accumulated deficit of $75,195. These conditions
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis for Opinion

 These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those
Charged with Governance) and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

 /s/ JP Centurion & Partners PLT

 JP Centurion & Partners PLT (PCAOB ID: 6723)

 We have served as the Company's auditor since
2021.

 Kuala Lumpur, Malaysia

 F- 2

 Item 1. Financial Statements

 BALANCE SHEETS

 AS OF JULY 31, 2025 AND 2024

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

 As of

 As of

 ASSETS

 Current assets

 Cash and cash equivalents

 $
 2,171

 $
 1,845

 Accounts receivable

 -

 -

 Prepayment (including $ 14,000 and $ nil of prepayments to
 related party as of July 31, 2025 and 2024 respectively)

 17,399

 10,912

 Total current assets

 12,757

 Non - current asset

 Plant and equipment, net

 $
 -

 $

 Total non - current asset

 -

 TOTAL ASSETS

 $

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities

 Accrued liabilities

 $
 5,200

 $
 5,410

 Other payable

 -

 7,780

 Total current liabilities

 5,200

 13,190

 Total liabilities

 $
 5,200

 $
 13,190

 Stockholders' equity

 Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 6,720,000 and 5,760,000 shares as of July 31, 2025 and July 31, 2024, respectively

 $
 6,720

 $
 5,760

 Additional paid in capital

 82,845

 51,840

 Accumulated deficit

 ( 75,195
)

 ( 57,896
)

 Total stockholders' equity

 $
 14,370

 $
 ( 296
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $

 $

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

 F- 3

 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR THE YEARS ENDED JULY 31, 2025 AND 2024

 (AUDITED)

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

 For the Years Ended July 31

 2025

 2024

 $

 $

 Operating expenses

 General and administrative expenses (including $ 10,000 and $ nil of general and administrative expenses for the years ended July 31, 2025 and
2024 respectively)

 47,162

 48,364

 Depreciation

 Total operating expenses

 47,299

 49,082

)

)

 Net loss

)

)

 Earnings per share

 Net loss per common share – basic and diluted

 ( 0.00
)

 ( 0.00
)

 Weighted average number of ordinary shares

 Basic and diluted

 6,162,411

 5,325,464

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

 F- 4

 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR THE YEARS ENDED JULY 31, 2025 AND 2024

 (AUDITED)

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

 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 for the year 2024

 -

 -

 -

)

)

 Share issuance *

 200,000

 4,800

 -

 5,000

 Share issuance #

 520,000

 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
)

 Net loss for the year 2025

 -

 -

 -

)

)

 Net
 income (loss)

 -

 -

 -

)

)

 Debt forgiveness

 7,965

 7,965

 Share issuance ^

 960,000

 23,040

 -

 24,000

 Balance as of July 31, 2025

 6,720,000

 6,720

 82,845

 ( 75,195
)

 14,370

 Balance

 6,720,000

 6,720

 82,845

 ( 75,195
)

 14,370

 *
 200,000 shares of common stock were issued to subscriber

 #
 520,000 shares of common stock were issued to 2 service providers.

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

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

 F- 5

 STATEMENT OF CASH FLOWS

 FOR THE YEARS ENDED JULY 31, 2025 AND 2024

 (AUDITED)

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

 For the Year Ended

 July 31

 2025

 2024

 Cash Flows From Operating Activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation

 Allowance for doubtful debts

 -

 Stock based compensation

 13,000

 Changes in operating assets and liabilities:

 Prepayment

 7,513

 ( 8,191
)

 Accrued liabilities

 ( 210
)

 Amounts due to a director

 -

 ( 2,790
)

 Other payable

 7,780

 Net cash provided by / (used in) operating activities

 ( 3,155
)

 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

 Cash and cash equivalents, beginning of year

 1,845

 -

 Cash and cash equivalents, end of year

 $
 2,171

 $
 1,845

 Supplemental Disclosures of Non-Cash Investing and Financing Activities

 Issuance of common stock for service provider

 $
 24,000

 $
 13,000

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

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEARS ENDED
JULY 31, 2025 AND 2024

 (Currency expressed in United States Dollars ("US$"),
except for number of shares)

 1. ORGANIZATION AND BUSINESS BACKGROUND

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

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

 The Company's executive office is located at
U nit 8, 6/F, Wayson Commercial Building, 28 Connaught Road West, Hong Kong.

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

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

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

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

 On July 18,
2024, the sole officer and director of the Company, Zonghan Wu, tendered his resignations as Director, President, Chief Executive Officer,
Secretary, and Treasurer of the Company, and appointed Yunyuan Chen as new President, Chief Executive Officer, Secretary, Treasurer, and
Director of the Company, effective July 18, 2024.

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

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial
statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (" SEC ")
and in conformity with generally accepted accounting principles in the U.S. (" US GAAP "). The Company has adopted July
31 as its fiscal year end.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended July
31, 2025, the Company incurred loss from of $ 17,299 and had an accumulated deficit of $ 75,195. 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.

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

 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:

OF ESTIMATED USEFUL LIFE

 Classification

 Useful Life

 Computer and software

 3 years

 F- 7

 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 recognizes revenue over time as the financial literacy
seminar and related services are delivered 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 stock 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 stock 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 common stock outstanding. Diluted
earnings per share reflects the amount of net income available to each common stock 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- 8

 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).

 Accounting Standards Issued, Adopted

 In November 2023,
the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which expands
annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment
expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal
years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its financial statements
and related disclosures.

 Recently Issued Accounting
Pronouncements

 The Company has reviewed all recently issued, but
not yet effective, considers the applicability and impact of all accounting standards updates ("ASUs"). Management periodically
reviews new accounting standards that are issued.

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

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

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

 In November 2024, the FASB issued
ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about
certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling
expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January
2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
(Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim
periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis,
and early adoption is permitted.

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

 F- 9

 3. ACCOUNTS RECEIVABLE

OF ACCOUNTS RECEIVABLE

 As of

 As of

 Accounts receivable

 $

 $

 Allowance for doubtful accounts

 ( 10,000
)

 ( 10,000
)

 Total

 $
 -

 $
 -

 As of July 31, 2025 and July 31, 2024, accounts receivable
of $ 10,000 were netted off with allowance for doubtful debts of $ 10,000. The total outstanding balance for trade receivable is $ 0.

 The amount due from trade receivable is subject to
normal trade credit term.

 4. PREPAYMENT

OF PREPAYMENT

 As of

 As of

 Prepaid expenses

 $
 17,399

 $
 10,912

 Total

 $
 17,399

 $
 10,912

 As of July 31, 2025,
and July 31, 2024, total prepaid expenses was $ 17,399 and
$ 10,912 which mainly from the consultancy fee, stock and registrar fee, professional and legal fee.

 As of July 31, 2025
and July 31, 2024, amount of $ 14,000 and $ 0 of consulting services from related parties - directors.

 5. PLANT AND EQUIPMENT

 Plant and equipment consisted of the following as
of July 31, 2025 and July 31, 2024:

OF PLANT AND EQUIPMENT

 As of

 As of

 Computer and software

 $
 2,231

 $
 2,231

 Less: Accumulated depreciation

 ( 2,231
)

 ( 2,094
)

 Plant and equipment, net

 $
 -

 $

 Depreciation expense
for the years ended July 31, 2025 and July 31, 2024 was
$ 137 and $ 718 respectively.

 6. ACCRUED LIABILITIES

OF ACCRUED LIABILITIES

 As of

 As of

 Accrued expenses

 $
 5,200

 $
 5,410

 Total

 $
 5,200

 $
 5,410

 Accrued expenses for the years ended July 31, 2025
and 2024 consist of accrued audit fees and stock and registrar fee.

 F- 10

 7.
 OTHER PAYABLE

 As of January 31, 2025, the former director of the
Company, Zonghan Wu advanced $ 7,780 to the Company, which is unsecured and non-interest bearing and is repayable on demand.

 On July 18, 2024, Mr. Zonghan Wu tendered his resignations
as director.

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

 On February 01, 2025,
Mr. Zonghan Wu waived the repayment of the $ 7,780 loan. Ms. Yunyuan Chen waived the repayment of the $ 185 loan.
The debt forgiveness was treated as a capital contribution to Additional Paid-In Capital. As such, there are currently no interested/related
party loans between Zonghan Wu, Yunyuan Chen and the Company.

 On
March 04, 2025, Ms. Yunyuan Chen tendered her resignations as President and Chief Executive Officer of the Company. On
June 05, 2025, Yunyuan Chen tendered her resignation as Director. Ms Chen will remain the
 Treasurer of the Company.

 8. SHAREHOLDERS' EQUITY

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

 During the year ended
July 31, 2024, the Company issued an aggregated of 200,000 shares of its common stock at $ 0.025 per share for aggregate gross proceeds
of $ 5,000. The Company also issued an aggregated of 520,000 shares of its common stock at $ 0.025 per
share for two service providers for consideration of $ 13,000.

 On March 24, 2025, a Stock Purchase Agreement was
entered into between TOPP Holdings Group Ltd (the "Seller"), whose controlling person is Yunyuan Chen, and Shiyong Zhao (the
"Purchaser"), wherein the Purchaser purchased 2,640,000 shares of Common Shares from the Seller, par value $ 0.001 per share
(the "Shares"), of Birdie Win Corporation, a Nevada corporation (the "Company"). As a result, the Purchaser became
an approximately 44.6 % holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis.

 During the year ended
July 31, 2025, the Company issued an aggregated of 960,000 shares of its common stock at $ 0.025 per share, totaling $ 24,000,
as consideration for consulting services provided by three newly appointed directors, Shiyong Zhao, Yidong Bao, and Fengjun Wang. Of
this amount, $ 960,
representing the par value of $ 0.001 per share, was classified as common stock, and the remaining $ 23,040 was recorded as Additional Paid-In Capital.

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

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

 9. CONCENTRATION OF RISK

 Customer Concentration

 For the year ended July 31, 2025, there were one customer
who accounted for 100 % of the Company's revenues.

 For the year ended July 31, 2024, there were one customer
who accounted for 100 % of the Company's revenues.

 The customer who accounted for 100 % of the Company's
revenues and its outstanding receivable balance at period-end is presented below:

OF REVENUES AND OUTSTANDING RECEIVABLE

 For the Years Ended July 31,

 2025

 2024

 2025

 2024

 2025

 2024

 Revenues

 Percentage of
 revenues

 Accounts
 receivable, trade

 Customer A

 $

 $
 -

 %

 -

 $
 -

 $
 -

 Customer B

 -

 -

 %

 -

 -

 Total

 $

 $

 %

 %

 $
 -

 $
 -

 10. INCOME TAX

 The
loss from operation before income tax of the Company for the years ended July 31, 2025 and 2024 were comprised of the following:

OF OPERATION BEFORE INCOME TAXES

 As of

 As of

 Tax jurisdictions from:

 – Local

 $
)

 $
)

 Loss before income taxes

 $
)

 $
)

 United States of America

 The Company is registered in the State of Nevada and
is subject to the tax laws of the United States of America. As of July 31, 2025, the operations in the United States of America incurred
$ 75,195 of cumulative net operating losses (NOL's) which can be carried forward to offset future taxable income, at the tax rate
of 21 %. The NOL carry forwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance of approximately
$ 15,791 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 July 31, 2025 and 2024:

OF AGGREGATE DEFERRED TAX ASSETS

 As of

 As of

 Deferred tax assets:

 Net operating loss carryforwards

 – United States of America

 $
 15,791

 $
 12,158

 Less: valuation allowance

 ( 15,791
)

 ( 12,158
)

 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 $ 15,791 as
of July 31, 2025.

 F- 11

 11. SEGMENT REPORTING

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

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

 SCHEDULE OF SEGMENT REPORTING

 For the Year Ended July 31, 2025

 By Business Unit

 Financial Services
 Business (Literacy Seminar)

 Total

 $

 $

 Cost of revenue

 -

 -

 General and administrative expenses

 ( 47,299
)

 ( 47,299
)

)

)

 Total assets

 $

 $

 Capital expenditure

 $
 -

 $
 -

 For the Year Ended July 31, 2024

 By Business Unit

 Financial Services
 Business (Literacy Seminar)

 Total

 $

 $

 Cost of revenue

 -

 -

 General and administrative expenses

 ( 49,082
)

 ( 49,082
)

)

)

 Total assets

 $

 $

 Capital expenditure

 $
 -

 $
 -

 For the Year Ended July 31, 2025

 By Country

 United States

 Hong Kong

 Total

 $
 -

 $

 $

 Cost of revenue

 -

 -

 -

 General and administrative expenses

 -

 ( 47,299
)

 ( 47,299
)

 -

)

)

 Total assets

 $
 -

 $

 $

 Capital expenditure

 $
 -

 $
 -

 $
 -

 For the Year Ended July 31, 2024

 By Country

 United States

 Hong Kong

 Total

 $
 -

 $

 $

 Cost of revenue

 -

 -

 -

 General and administrative expenses

 -

 ( 49,082
)

 ( 49,082
)

 -

)

)

 Total assets

 $
 -

 $

 $

 Capital expenditure

 $
 -

 $
 -

 $
 -

 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 July 31, 2025 up
through the date the Company presented these audited financial statements. During the period, the Company did not have any material recognizable
subsequent events.

 F- 12