Birdie Win Corp (BRWC)

Birdie Win Corporation operates in the financial literacy services industry in Hong Kong, a market the company characterizes as very competitive and fragmented with limited barriers to entry and frequent new entrants. A significant number of competitors possess substantially greater resources than the company, and competition for potential clients and for technical and professional personnel comes from providers ranging from giant national wealth management firms to private banks and family offices headquartered in Hong Kong. The majority of competitors are banks, wealth management firms, and insurance brokers who aim to sell their own products by providing financial literacy services. The company believes it holds a competitive advantage over many of these competitors because it does not sell any specific insurance or investment product, instead striving to maintain independence and avoid potential conflicts of interest, which it believes assures clients that the quality of its services and recommendations is not hampered by the need to sell additional products. In periods of reduced demand, the company can either maintain market share by reducing prices to meet competition or maintain prices, which would likely sacrifice market share, with sales and overall profitability potentially reduced in either case.

Birdie Win Corporation generates revenue by providing Personal Financial Literacy Seminar services to Hong Kong individuals and families. The one-time PFL seminar fee is typically a flat fee, currently proposed as $5,000 for each client ¹. The company also charges clients who subscribe to its Personal Financial Report Review and Evaluation Program recurring consulting fees, with amounts negotiated on a case-by-case basis depending on the nature and extent of services such as investor coordination, investment advisory services, and distribution of periodic product performance reports. The only service that has been provided by the company is the one-on-one Personal Financial Literacy Seminar, with all other additional services prospective and not yet performed for any clients. The company believes it has the capacity to offer the services immediately upon securing an agreement with a client. The PFL Seminar is a one-on-one workshop presently conducted online via Zoom, consisting of four sessions with clients expected to devote at least three hours per session. At present, the PFL Seminar is taught solely by the company's President, and the company intends to hire additional instructors in the future depending on the success of its operations, requiring all instructors to have relevant training or background and to follow a standard of procedure that has yet to be developed.

The PFL Seminar curriculum comprises four sessions. Session 1, Financial Management Knowledge, Tool and Resources, covers knowledge of financial concepts, ability to live within means, management of expected and unexpected expenses, vigilance to avoid financial scams, and ability to assess the risks and benefits of financial products and services. Session 2, Long-term Financial Planning Knowledge, covers the use of innovation guides and tools to improve long-term financial planning, awareness of the benefits of seeking appropriate professional advice, the importance of voluntary savings and income diversification, and the importance of long-term financial plans for retirement, with desired outcomes including 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. Session 3, Protect Your Money, covers providing better understanding of risks and returns, improving awareness of the innovation of financial products and its implications, raising awareness on financial scams and fraud, and explaining the risks of sophisticated financial products and services. Session 4, Personal Financial Report Preparation and Analysis, equips clients with skills to generate their own Personal Financial Report using third party financial planning software with goal-planning and scenario-based features, taking into consideration 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. The proposed content of the Personal Financial Report includes a disclaimer, financial overview, personal information, balance sheet, cash flow, financial ratios analysis, financial goals, insurance coverage, and investment strategy. The company will not advise any specific insurance product or investment product issued by any financial institutes including banks, insurance companies, and fund houses, instead recommending the proposed amount of sum insured for the insurance portion and the asset class allocation for the investment strategy portion.

The Personal Financial Report Review and Evaluation Program enables existing clients to understand how their investment portfolio is performing and whether their financial goals are likely to be achieved. Clients can subscribe to the program after their Personal Financial Reports are generated, and the company 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. If there is any update on the program, the company will invite existing clients to join the updated session at a discounted fee.

During the year ended July 31, 2026, the company provided PFL Seminar services to four individual customers ², compared to 2025 when the company served one corporate customer and conducted six PFL Seminars for its employees ³. The decrease in revenue from 2025 to 2026 was primarily attributable to the change in customer and participant mix rather than any material change in the company's pricing. There were no material changes in the company's pricing during 2026 and 2025 ⁴. During the year ended July 31, 2025, the company issued an aggregate of 960,000 shares ⁵ of its common stock at $0.025 per share ⁶, totaling $24,000 ⁷, as consideration for consulting services provided by three newly appointed directors, Shiyong Zhao, Yidong Bao, and Fengjun Wang. Of the total stock-based compensation, $10,000 ⁸ was recognized as consulting service expense during the year ended July 31, 2025 and $14,000 ⁹ was recognized as consulting service expense during the year ended July 31, 2026. During the year ended July 31, 2026, director Yidong Bao advanced an aggregate of $18,198 ¹⁰ to the company, which amount remains outstanding as of July 31, 2026, and Mr. Bao has indicated that he does not currently intend to request repayment of the outstanding balance. On February 1, 2025, loans totaling $7,965 ¹¹ previously due to Zonghan Wu and Yunyuan Chen were forgiven.

For the years ended July 31, 2026 and 2025, the company generated revenue of $20,000 ¹² and $30,000 ¹³, respectively. General and administrative expenses were $47,474 ¹⁴ and $47,299 ¹⁵ for the years ended July 31, 2026 and 2025, respectively, primarily comprised of audit fees, stock and registrar fees, legal fees and other professional fees, and stock-based compensation. Included in general and administrative expenses were stock-based compensation expenses of $14,000 ¹⁶ and $10,000 ¹⁷ for the years ended July 31, 2026 and 2025, respectively, relating to shares issued to three directors of the company, which were considered related-party transactions. The company incurred a net loss of $27,474 ¹⁸ and $17,299 ¹⁹ for the years ended July 31, 2026 and 2025, respectively. Cash and cash equivalents increased by $3,649 ²⁰, from $2,171 ²¹ as of July 31, 2025 to $5,820 ²² as of July 31, 2026. For the year ended July 31, 2026, net cash used in operating activities was $14,549 ²³, while for the year ended July 31, 2025, net cash provided by operating activities was $326 ²⁴. For the year ended July 31, 2026, the company received $18,198 ²⁵ from financing activity, compared to $0 ²⁶ for the year ended July 31, 2025. The company had a working capital deficit of $13,104 ²⁷ and an accumulated deficit of $102,669 ²⁸ as of July 31, 2026, conditions that raise substantial doubt about the company's ability 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 additional funding is required to finance the growth of the company's current and expected future operations as well as to achieve its 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 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.

The company intends to engage in nationwide marketing initiatives to further raise brand awareness while continuing to improve client satisfaction to strengthen word-of-mouth referrals. The company expects to increase its marketing efforts through the President's personal networks and industry association channels which have not, at this point in time, been fully identified. The President leverages various resources in performing tasks, including social connections and referrals from existing clients. The company intends to bolster its professional reputation and image by showcasing its knowledge and industry expertise via marketing campaigns through various forms of media, including its website at www.birdiewin.com. The company has undefined plans to initially market its services through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings, and plans to begin a social media campaign utilizing blogs, twitter, Facebook, and LinkedIn, with a targeted campaign intended to focus on individuals and families. At this point in time, the company cannot state with any certainty when it will commence with the aforementioned marketing activities.

The company intends to hire additional instructors in the future depending on the success of its operations, and will require that all instructors have relevant training or background and that they follow a standard of procedure that has yet to be developed in order to ensure that their lessons meet the quality standards the company requires. The company also intends to hire more staff to assist in the development and execution of its business operations. Currently, the company has one employee, its Chief Financial Officer, Yunyuan Chen ²⁹, who has the flexibility to work on the business up to 15 hours per week ³⁰ but is prepared to devote more time if necessary. The company does not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans, though it may adopt plans in the future. There are presently no personal benefits available to the company's employee, Officer and/or Director, and the company has no employment agreements at this time with its officers and directors.

The company's cash balance is not sufficient to fund its limited levels of operations for any period of time. In order to continue its current business plan and increase its current level of operations for the next twelve-month period, the company requires further funding. 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. The company's 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 has not granted any stock options to its executive officers since its incorporation. The Board of Directors reserves the right to pay the company's 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 the company's performance as well as to the individual executive officer's performance. This package may also include long-term stock-based compensation to certain executives, intended to align the performance of executives with the company's long-term business strategies. While the Board of Directors has not granted any performance base stock options to date, the Board 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. The Board may grant incentive bonuses to the company's executive officer and/or future executive officers in its sole discretion, if the Board believes such bonuses are in the company's best interest, after analyzing the company's current business objectives and growth, if any, and the amount of revenue the company is able to generate each month, which revenue is a direct result of the actions and ability of such executives. In order to attract, retain and motivate executive talent necessary to support the company's long-term business strategy, the company may award its executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of the Board of Directors, which the company does not currently have any immediate plans to award.

The company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders as of July 31, 2026. As a smaller reporting company, the company is not required to provide information on contractual obligations. The company has not repurchased any shares of its common stock during the fiscal year ended July 31, 2026 ³¹, and currently has no plans to pay dividends, with the Board of Directors intending to retain all earnings for use in the business for the foreseeable future. Any future determination as to the declaration and payment of dividends on shares of common stock will be made at the discretion of the Board of Directors out of funds legally available for such purpose, and the company is under no contractual obligations or restrictions to declare or pay dividends on its shares of common stock.

In an effort to remediate identified material weaknesses and other deficiencies and enhance internal controls, the company has initiated, or plans to initiate, a series of measures. The company will increase its personnel resources and technical accounting expertise within the accounting function, will create a position to segregate duties consistent with control objectives, and plans to appoint one or more outside directors to its 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 the company. The company anticipates that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026 ³².

Management's message to shareholders is framed around the company's mission to improve the financial well-being of its clients through financial literacy seminar services in Hong Kong, with the company believing there is enormous opportunity in promoting and at the same time profiting from financial literacy in Hong Kong. The company's strategic priorities center on its one-on-one Personal Financial Literacy Seminar, which is the only service that has been provided, with all other additional services prospective and not yet performed for any clients. Management emphasizes the company's independence as a competitive advantage, stating that it will not advise any specific insurance product or investment product issued by any financial institutes including banks, insurance companies, and fund houses, which enhances the independence and accuracy of the Personal Financial Report through avoidance of potential conflicts of interest. The company's forward-looking plans include hiring additional instructors depending on the success of its operations, engaging in nationwide marketing initiatives to raise brand awareness, and increasing marketing efforts through the President's personal networks and industry association channels which have not, at this point in time, been fully identified. Management has not provided specific quantitative revenue, margin, or EPS guidance for the upcoming period. The company's financial position presents significant challenges, with cash and cash equivalents of $5,820 ³⁹ as of July 31, 2026, a net loss of $27,474 ⁴⁰ for the year ended July 31, 2026, negative cash flow from operating activities of $14,549 ⁴¹, a working capital deficit of $13,104 ⁴², and an accumulated deficit of $102,669 ⁴³, conditions that raise substantial doubt about the company's ability to continue as a going concern. Management expects to finance operations primarily through cash flow from revenue and continuing financial support from a shareholder, and the shareholder has indicated the intent and ability to provide additional financing. The company's Chief Executive Officer concluded that disclosure controls and procedures were not effective as of July 31, 2026 ⁴⁴, and management concluded that 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.

For the year ended July 31, 2026, revenue was $20,000 ⁴⁵, compared to $30,000 ⁴⁶ for the year ended July 31, 2025. Net loss was $27,474 ⁴⁷ for the year ended July 31, 2026, compared to $17,299 ⁴⁸ for the year ended July 31, 2025. General and administrative expenses were $47,474 ⁴⁹ for the year ended July 31, 2026, compared to $47,299 ⁵⁰ for the year ended July 31, 2025. Depreciation was $0 ⁵¹ for the year ended July 31, 2026, compared to $137 ⁵² for the year ended July 31, 2025. Cash and cash equivalents were $5,820 ⁵³ as of July 31, 2026, compared to $2,171 ⁵⁴ as of July 31, 2025. Net cash used in operating activities was $14,549 ⁵⁵ for the year ended July 31, 2026, compared to net cash provided by operating activities of $326 ⁵⁶ for the year ended July 31, 2025. Net cash provided by financing activities was $18,198 ⁵⁷ for the year ended July 31, 2026, compared to $0 ⁵⁸ for the year ended July 31, 2025. The company had a working capital deficit of $13,104 ⁵⁹ and an accumulated deficit of $102,669 ⁶⁰ as of July 31, 2026. Total current assets were $10,294 ⁶¹ as of July 31, 2026, compared to $19,570 ⁶² as of July 31, 2025. Total current liabilities were $23,398 ⁶³ as of July 31, 2026, compared to $5,200 ⁶⁴ as of July 31, 2025. Total stockholders' equity was $(13,104) ⁶⁵ as of July 31, 2026, compared to $14,370 ⁶⁶ as of July 31, 2025. The company had 6,720,000 shares ⁶⁷ of common stock issued and outstanding as of July 31, 2026 and July 31, 2025, with a par value of $0.001 ⁶⁸ and authorized capital of 75,000,000 shares ⁶⁹. Additional paid in capital was $82,845 ⁷⁰ as of July 31, 2026 and July 31, 2025. Prepayment was $4,474 ⁷¹ as of July 31, 2026, compared to $17,399 ⁷² as of July 31, 2025. Accrued liabilities were $5,200 ⁷³ as of July 31, 2026 and July 31, 2025. Amount owing to director was $18,198 ⁷⁴ as of July 31, 2026, compared to $0 ⁷⁵ as of July 31, 2025. Stock-based compensation expenses were $14,000 ⁷⁶ and $10,000 ⁷⁷ for the years ended July 31, 2026 and 2025, respectively, relating to shares issued to three directors. Audit fees were $12,500 ⁷⁸ for the year ended July 31, 2026 and $12,500 ⁷⁹ for the year ended July 31, 2025.

The company faces substantial doubt about its ability to continue as a going concern, with a net loss of $27,474 ³³ and negative cash outflow from operating activities of $14,549 ³⁴ for the year ended July 31, 2026, a working capital deficit of $13,104 ³⁵, and an accumulated deficit of $102,669 ³⁶ as of July 31, 2026. The company's cash and cash equivalents of $5,820 ³⁷ as of July 31, 2026 are not sufficient to fund its limited levels of operations for any period of time, and the company requires further funding to continue its current business plan and increase its current level of operations for the next twelve-month period. The company's ability to continue as a going concern is dependent upon profit generating operations in the future and/or obtaining necessary financing, and no assurance can be given that any future financing will be available or on terms satisfactory to the company. The financial literacy services industry is very competitive and fragmented with limited barriers to entry, and a significant number of competitors possess substantially greater resources than the company, with competition coming from giant national wealth management firms, private banks, and family offices headquartered in Hong Kong. The company has identified material weaknesses in internal control over financial reporting, including 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 the board of directors, inadequate segregation of duties and effective risk assessment, 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 lack of internal audit function due to the fact that the company lacks qualified resources to perform the internal audit functions properly. The company's Chief Executive Officer concluded that disclosure controls and procedures were not effective as of July 31, 2026 ³⁸, and management concluded that 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.