8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2023

My City Builders, Inc.
(Exact name of Registrant as specified in its charter)
Nevada	000-55233	27-3816969
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(State or other Jurisdiction of<br><br>Incorporation or organization)	(Commission<br><br>File Number)	(IRS Employer<br><br>I.D. No.)

100 Biscayne Blvd., #1611

Miami, FL 33132

Phone: (786) 553-4006

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2)

☐   Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ☐

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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 31, 2023, the Company changed its corporate name to My City Builders, Inc., through the merger of the Company with its wholly owned subsidiary, My City Builders, Inc., a Nevada corporation (the “Subsidiary”). Pursuant to an agreement and plan of merger between the Company and the Subsidiary, the Subsidiary was merged with and into the Company and the Company’s name was changed to My City Builders, Inc. The only change to the Company’s articles of incorporation was the change of the Company’s corporate name. Pursuant to the Nevada Revised Statutes (NRS) 92A.180, the merger did not require stockholder approval. The change of name will take place in the marketplace upon approval by FINRA.

Item 9.01 Financial Statements and Exhibits

(d) The exhibits listed in the following Exhibit Index are filed as part of this report:

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated 01/31/23
3.1	Articles of Merger of My City Builders, Inc., into the Company
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SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

iMine Corporation
By:	/s/Yolanda Goodell	February 01, 2023
	Yolanda Goodell	Date
	Its: Vice President
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jrvs_ex21.htm EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 31, 2023, is entered into between iMine Corporation., a Nevada corporation (the “Company”) and My City Builders, Inc., a Nevada corporation (“Subsidiary”).

RECITALS

WHEREAS, Subsidiary is the wholly-owned subsidiary of the Company;

WHEREAS, the sole purpose of this Agreement is to affect a name change of the Company;

WHEREAS, the board of directors of the Company deem it advisable and in the best interest of its shareholders that Subsidiary be merged with and into the Company, with the Company remaining as the surviving corporation under the name “My City Builders, Inc.”; and

WHEREAS, the board of directors of the Company have approved the plan of merger embodied in this Agreement pursuant to NRS 92A.180.

NOW, THEREFORE, in consideration of the premises and of the agreements of the parties hereto contained herein, the parties hereto agree as follows:

ARTICLE I.

THE MERGER

1.1. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Date (as defined in Section 1.2), the Subsidiary shall be merged with and into the Company in accordance with the laws of the State of Nevada (the “Merger”). The separate existence of Subsidiary shall cease, and the Company shall be the surviving corporation under the name “My City Builders, Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.

1.2. Effective Date. The Merger shall become effective on the date and at the time (the “Effective Date”) that:

1.2.1.	The Financial Industry Regulatory Authority or FINRA has completed its review and approves of the proposed name change as contemplated in this Agreement;
1.2.2.	The articles of merger, in substantially the form approved by the board of directors of the Company, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
1.2.3.	After satisfaction of any other requirements of this Agreement or the laws of the State of Nevada.

ARTICLE II.

CHARTER AND BYLAWS OF THE SURVIVING CORPORATION

2.1. The Articles of Incorporation. On the Effective Date, the Amended and Restated Articles of Incorporation of iMine Corporation (“Articles of Incorporation”), as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article I of the Articles of Incorporation shall be amended to state that the name of the corporation is “My City Builders, Inc.”

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2.2. The Bylaws. The bylaws of the Company in effect prior to the Effective Date, shall continue in full force as the bylaws of the Surviving Corporation, until amended in accordance with the provisions provided therein or applicable law.

ARTICLE III.

OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION

3.1. Officers. The officers of the Company immediately prior to the Effective Date shall, from and after the Effective Date, be the officers of the Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

3.2. Directors. The directors of the Company immediately prior to the Effective Date shall, from and after the Effective Date, be the directors of the Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

ARTICLE IV.

EFFECT OF MERGER ON CAPITAL STOCK

4.1.	Effect of Merger on Capital Stock. At the Effective Date, as a result of the Merger and without any action on the part of the Company, Subsidiary or the stockholders of the Company:
4.1.1.	Capital Stock of the Company. The capital stock of the Company shall not be affected by the Merger. Each share of common stock of the Company, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall continue to represent one fully paid and non-assessable share of the common stock, par value of $0.001 per share of the Company, as the Surviving Corporation. Each share of preferred stock of the Company, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall continue to represent one fully paid and non-assessable share of preferred stock, par value of $0.001 per share of the Company, as the Surviving Corporation.
4.1.2.	Capital Stock of the Subsidiary. Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of the Subsidiary, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled and retired and shall cease to exist.

ARTICLE V.

EFFECT OF THE MERGER

5.1. Rights and Privileges. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Subsidiary and the Company; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Subsidiary and the Company on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Subsidiary or the Company, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Subsidiary and the Company shall be preserved unimpaired, and all liens upon the property of Subsidiary or the Company shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

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5.2. Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Subsidiary such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Subsidiary and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Subsidiary or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

ARTICLE VI.

TERMINATION

6.1. Termination. This Agreement may be terminated, and the Merger may be abandoned, at any time prior to the Effective Date, if the board of directors of the Company determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of the Company or the Subsidiary, respectively, and its stockholders. In the event of the termination and abandonment of this Agreement, this Agreement shall become null and void and have no effect, without any liability on the part of either the Company or Subsidiary, or any of their respective stockholders, directors or officers.

ARTICLE VII.

MISCELLANEOUS AND GENERAL

7.1. Modification or Amendment. Subject to the provisions of applicable law, at any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of the Company.

7.2. Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

7.3. Governing Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Nevada, without regard to the conflict of law principles thereof.

7.4. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof.

7.5. No Third-Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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7.6. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is determined by any court or other authority of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

7.7. Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be executed and delivery of this Agreement as of the date hereof.

7.8. Headings. The headings therein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.

	iMine Corporation <br>Parent
Date: January 31, 2023,	By:	/s/ Yolanda Goodell

| | | Yolanda Goodell, Executive Vice President |

	My City Builders, Inc. <br>Subsidiary
Date: January 31, 2023,	By:	/s/ Yolanda Goodell

| | | Yolanda Goodell, President |

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jrvs_ex31.htm EXHIBIT 3.1

UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING

OF THE

BOARD OF DIRECTORS

OF

IMINE CORPORATION

The undersigned, constituting all of the directors of iMine Corporation, a Nevada corporation (the “Company”), hereby consent to and do adopt the following resolutions:

Wholly Owned Subsidiary and Name Change

WHEREAS, the Company intends to form a wholly owned subsidiary for the sole purpose of affecting a name change of the Company, as set forth in the Merger Agreement below.

NOW THEREFORE, BE IT RESOLVED, that

the incorporation of a wholly owned subsidiary in the name and style, “My City Builders, Inc.” a Nevada corporation (the name availability of which has been confirmed with the State of Nevada) (the “Subsidiary”) be and hereby is approved and authorized;

FURTHER RESOLVED, that the authorized stock of the Subsidiary shall be 10 shares of common stock, par value $0.001 per share, and the Company shall subscribe to 1 share of common stock of the Subsidiary for services rendered.

FURTHER RESOLVED, that the proper officers of the Company be and hereby is authorized, empowered and directed, in the name and on behalf of the Company, to deliver and file or cause to be filed with the Secretary of State of the State of Nevada the formation, initial list and state business licenses application, along with any other document required to be filed for incorporation with the State of Nevada.

RESOLVED, that the name of the Company be changed to “My City Builders, Inc.” and that Article I of the Articles of Incorporation of the Company be amended to read as follows: “The name of the corporation is My City Builders, Inc.”;

FURTHER RESOLVED, that the proper officers of the Company be and hereby is authorized, empowered and directed, in the name and on behalf of the Company, to deliver and file or cause to be filed with the Secretary of State of the State of Nevada the articles of merger, along with any other document required to be filed in order to effect the name change with the State of Nevada.

Agreement and Plan of Merger

WHEREAS, the sole purpose of the merger between the Company and the Subsidiary is to affect a name change of the Company to “My City Builders, Inc.”;

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NOW, THEREFORE, BE IT RESOLVED, that the Agreement and Plan of Merger dated January 31, 2023, (the “Merger Agreement”) by, between, and among the Company and My City Builders, Inc., a Nevada Corporation (the “Subsidiary”), a copy of which is attached hereto, be and hereby is authorized and approved pursuant to NRS 92A.180;

FURTHER RESOLVED, that the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the transactions contemplated thereby, be and hereby are authorized and approved;

FURTHER RESOLVED, that the Company hereby authorizes the proper officers of the Company to take all necessary action to execute and deliver the Merger Agreement substantially in the form attached hereto, to close the Merger Agreement as provided therein and each transaction associated therewith, and to effect and consummate such transaction with the Subsidiary pursuant to the terms of the Merger Agreement;

FURTHER RESOLVED, that following the Effective Date (as defined in the Merger Agreement), the proper officers of the Company shall be and are authorized to execute and file Articles of Merger with the State of Nevada and as set forth in the Merger Agreement;

FURTHER RESOLVED, that the proper officers of the Company are hereby severally authorized, empowered, and directed to negotiate, modify, finalize, sign, execute, certify, verify, acknowledge, deliver, accept, file, and record any and all instruments, agreements, and documents, and to take or cause to be taken any and all action in the name and on behalf of the Company, as such officers shall, in such officers’ sole discretion, deem necessary or desirable and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such officers’ signatures or such actions taken by such officers shall be conclusive evidence that such officers did deem the same to meet such standard; and

Procedural Matters

RESOLVED, that this consent shall be placed into the minute book of the Company with the proceedings of the Board of Directors and that this consent shall have the same force and effect as if a meeting of the directors were held;

FURTHER RESOLVED, that any and all actions taken by any proper officer of the Company in effecting the purposes of the foregoing resolutions prior to the date the foregoing resolutions were actually adopted are hereby ratified, approved, confirmed, and adopted in all respects; and

FURTHER RESOLVED, that this action by unanimous consent in writing may be executed electronically in one or more counterparts, all of which together shall be deemed to be one and the same instrument.

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IN WITNESS WHEREOF, each of the undersigned has executed this written consent of the Board of Directors of iMine Corporation the day and year set forth below.

Date: January 31, 2023	/s/ Jose Maria Eduardo Gonzalez Romero

| | Jose Maria Eduardo Gonzalez Romero, Director | | Date: January 31, 2023 | /s/ Francis Pittilloni |

| | Francis Pittilloni, Director | | Date: January 31, 2023 | /s/ Yolanda Goodell |

| | Yolanda Goodell, Director |

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