MYCB 10-Q
My City Builders, Inc. (MYCB)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
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:
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class:
Trading Symbol:
Name of exchange on which registered: None (OTC Markets)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of March 12, 2026, there were
TABLE OF CONTENTS
| Page No. |
| ||
| ||||
|
| |||
F-1 | ||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| ||
11 |
| |||
11 | ||||
|
|
| ||
| ||||
|
|
| ||
| 13 |
| ||
| 13 |
| ||
| 13 |
| ||
| 13 |
| ||
| 13 |
| ||
| 13 |
| ||
14 | ||||
| 2 |
| Table of Contents |
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” “may,” “will,” “should,” “could,” “continue,” “potential,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as used in this report. Additionally, statements concerning future matters are forward-looking statements.
Forward-looking statements in this report include, among other things, statements regarding the Company’s plans to develop the Glencoe, Alabama property, its ability to obtain construction financing, its expectations regarding future capital raising activities, and its ability to generate revenues from future development activities.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from those discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences include, without limitation, the risks and uncertainties discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, and in our other filings with the Securities and Exchange Commission.
We file reports and other information with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC.
Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “My City Builders,” “we,” “us,” and “our” refer to My City Builders, Inc.
| 3 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
My City Builders, Inc.
Index to Unaudited Interim Condensed Financial Statements
January 31, 2026
| F-1 |
| Table of Contents |
My City Builders, Inc.
Condensed Balance Sheets
(Unaudited)
|
| January 31, |
|
| July 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Due from related party |
|
|
|
|
|
| ||
Total Current Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Land |
|
|
|
|
|
| ||
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Due to related parties |
|
|
|
|
|
| ||
Dividends payable |
|
|
|
|
|
| ||
Total Current Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Promissory note-related party |
|
|
|
|
|
| ||
TOTAL LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
| ||
Series A preferred stock |
|
|
|
|
|
| ||
Common stock: |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Equity (Deficit) |
|
| ( | ) |
|
|
| |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements
| F-2 |
| Table of Contents |
My City Builders, Inc.
Condensed Statements of Operations
(Unaudited)
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| January 31, |
|
| January 31, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense - related party |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Total other expense |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income taxes |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Net Loss from continuing operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Loss from discontinued operations, net of tax |
|
|
|
|
| ( | ) |
| $ |
|
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share of common stock -discontinuing operations |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Basic and diluted loss per share of common stock -continuing operations |
|
| ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Basic and diluted loss per share of common stock |
|
| ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Basic and diluted weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The accompanying notes are an integral part of these unaudited condensed financial statements
| F-3 |
| Table of Contents |
My City Builders, Inc.
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
For the Three and Six Months ended January 31, 2026
|
| Series A |
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Total |
| ||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
| Stockholders |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Equity (Deficit) |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance - July 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - October 31, 2025 |
|
|
|
| $ |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance common stock for cash |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - January 31, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
For the Three and Six Months ended January 31,2025
|
| Series A |
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Total |
|
| Non- |
|
|
|
| ||||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
| Stockholders |
|
| controlling |
|
| Total |
| |||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Equity |
|
| interest |
|
| Equity |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - July 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Balance - October 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for settlement of debt-related party |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Balance - January 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| |||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
| Table of Contents |
My City Builders, Inc.
Condensed Statements of Cash Flows
(Unaudited)
|
| Six Months Ended |
| |||||
|
| January 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
|
|
| ( | ) | |
Accounts receivable |
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Homes inventory cost for sales |
|
|
|
|
| ( | ) | |
Due to related parties |
|
|
|
|
|
| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Payments for construction |
|
|
|
|
| ( | ) | |
Purchases of property and equipment |
|
|
|
|
| ( | ) | |
Net cash used in investing activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from bank borrowing |
|
|
|
|
|
| ||
Repayment of bank borrowing |
|
|
|
|
| ( | ) | |
Proceeds from common stock issuance |
|
|
|
|
|
| ||
Repayment dividends payable |
|
| ( | ) |
|
|
| |
Repayment of loans payable - related party |
|
|
|
|
| ( | ) | |
Advances from related parties |
|
|
|
|
|
| ||
Repayments to related parties |
|
| ( | ) |
|
| ( | ) |
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net change in cash |
|
|
|
|
| ( | ) | |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental non-cash investing and financing activity: |
|
|
|
|
|
|
|
|
Acquisition of land in exchange for related-party promissory note |
| $ |
|
| $ |
| ||
Common stock issued for settlement of debt |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-5 |
| Table of Contents |
My City Builders, Inc.
Notes to Unaudited Condensed Financial Statements
January 31, 2026
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
My City Builders, Inc. (the “Company” or “My City Builders”) is a Nevada corporation incorporated on October 26, 2010, under the name Oconn Industries Corp. The Company’s name was changed on March 11, 2014, from Oconn Industries Corp. to Diamante Minerals, Inc., and to iMine Corporation on March 20, 2018, and to My City Builders, Inc on January 31, 2023.
In July 2022, the Company acquired RAC Real Estate Acquisition Corp, a Wyoming Corporation ("RAC"). RAC became a wholly owned subsidiary of the Company. The Company, through RAC, plans to focus on real estate transactions, in which the Company will buy and develop real estate for sale or rent of low-income housing.
On July 1, 2022, the Company entered into an Agreement and Plan of Reorganization dated June 30, 2022 with RAC and the shareholders of RAC, namely Frank Gillen, Francis Pittilloni, and Yolanda Goodell (the “Shareholders”), whereby the Company issued to the Shareholders a combined
On March 27, 2023, RAC, a wholly owned subsidiary of the Company entered into a Limited Liability Company Agreement dated effective March 27, 2023, (the “Agreement”) with, Frank Gillen, an individual (“Mr. Gillen”) and Michael Colvard, an individual (“Mr. Colvard”). The purpose of the LLC is to build 3-bedroom 2-bathroom single-family low-income homes in Gadsden Alabama. On May 05, 2023, Mr. Colvard’s construction agreement with the LLC was terminated and Mr. Colvard transferred his
As a result of the Agreement, RAC, formed a limited liability company called RAC Gadsden, LLC (“Gadsden”) incorporated in the state of Alabama. Gadsden will continue until terminated pursuant to the Agreement or as provided for under the laws of Alabama. RAC owns 98% of Gadsden and the purpose of Gadsden is to purchase, finance, collateralize, improve, rehabilitate, market, sell or lease property.
Sales of Subsidiaries
On July 8, 2025, the Company and RAC Merger LLC (“RAC Merger”) entered into a share purchase agreement in order to sell 100% issued and outstanding shares of RAC Real Estate Acquisition Corp., to RAC Merger for a total purchase amount of $
Asset Acquisition
On October 31, 2025, the Company entered into an Asset Purchase Agreement with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns
| F-6 |
| Table of Contents |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation of Interim Information
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. Notes to the unaudited interim condensed financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended July 31, 2025, have been omitted. These financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended July 31, 2025, included within the Company’s Annual Report on Form 10-K.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash and cash equivalent balances with financial institutions that exceed federally insured limits. We have not experienced any losses related to these balances, and we believe the credit risk to be minimal. The Company does not have any cash equivalents.
Fair Value Measurements
The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
| F-7 |
| Table of Contents |
FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measures its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:
| · | Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. |
|
|
|
| · | Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
|
| · | Level 3 - Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. |
Financial instruments, including cash, prepaid expenses, due from related party, accounts payable and accrued liabilities, dividends payable, are carried out at amortized cost. As of January 31, 2026, and July 31, 2025, the carrying amounts of financial instruments, approximated to their fair values due to the short-term maturity of these instruments.
Discontinued Operations
The Company accounts for discontinued operations in accordance with ASC 205-20. A discontinued operation is a component of the Company that has been disposed of or classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Discontinued operations are reported separately on the net of taxes for all periods presented from continuing operations in the statements of income for all periods presented. Assets and liabilities of discontinued operations are presented separately for all periods presented in the balance sheets. The Company provides additional disclosures in the notes, including major classes of assets and liabilities, results of operations, and cash flows related to discontinued operations, unless otherwise indicated, the information in the notes to the financial statements refers only to the Company’s continuing operations.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. The Company’s property consists of approximately four acres of land in Glencoe, the Company intends to construct up to 25 multi-family units in three phases starting with an 8-unit multi-family duplex development on the property as phase one. As of January 31,2026, our property consists of land and was not depreciated.
Income Taxes
The Company provides income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets have been fully provided by the Company as of January 31, 2026, and July 31, 2025, respectively.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company believes there were no uncertain tax positions as of January 31, 2026, and July 31, 2025, respectively.
| F-8 |
| Table of Contents |
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and note payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any party to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Net Loss per Share of Common Stock
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares to be issued taken into account the effect of dilutive instruments. As of January 31, 2026, and July 31, 2025, there were
Related Parties and Transactions
The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC Topic 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are in United States.
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Recent Accounting Pronouncements
The Company has implemented all new pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements or results of operations.
| F-9 |
| Table of Contents |
NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended January 31, 2026, the Company incurred a net loss of $
The ability of the Company is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. The Company cannot give any assurance as to its ability to develop or acquire a business or to operate profitably.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – DISCONTINUED OPERATIONS
The disposition of RAC Real Estate Acquisition Corp. represented a strategic shift in the Company’s operations. Following the sale, the Company no longer operates rental real estate properties and instead intends to focus on the development of multifamily housing projects. Accordingly, the results of operations and cash flows of RAC have been presented as discontinued operations in the accompanying financial statements in accordance with ASC 205-20.
On July 8, 2025, the Company and RAC Merger LLC (“RAC Merger”) entered into a share purchase agreement in order to sell
The following is a summary of the assets and liabilities of the Company’s discontinued operations at January 31, 2025:
|
| January 31, |
| |
|
| 2025 |
| |
Cash |
| $ |
| |
Prepaid expenses |
|
|
| |
Accounts receivable |
|
|
| |
Homes inventory for sales |
|
|
| |
Total current assets from discontinued operations |
|
|
| |
|
|
|
|
|
Property and equipment, net |
|
|
| |
Total assets from discontinued operations |
| $ |
| |
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
| |
Loan payable - current portion |
|
|
| |
Due to My City Builders, Inc. |
|
|
| |
Bank borrowings - current portion, net |
|
|
| |
Total current liabilities from discontinued operations |
|
|
| |
|
|
|
|
|
Bank borrowings, net |
|
|
| |
Loan payable |
|
|
| |
Total liabilities from discontinued operations |
| $ |
| |
| F-10 |
| Table of Contents |
The following is a summary of discontinued operations for the three and six months ended January 31, 2025:
|
| Three Months Ended |
|
| Six Months Ended |
| ||
|
| January 31, |
|
| January 31, |
| ||
|
| 2025 |
|
| 2025 |
| ||
Revenues |
|
|
|
|
|
| ||
Rental income |
| $ |
|
| $ |
| ||
Total revenues from discontinued operations |
|
|
|
|
|
| ||
Operating expenses: |
|
|
|
|
|
|
|
|
Cost of rental homes |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
General and administrative |
|
|
|
|
|
| ||
Professional fees |
|
|
|
|
|
| ||
Total operating expenses from discontinued operations |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income and expense: |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Total other expenses from discontinued operations |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
|
|
|
| ||
Loss from discontinued operation, net of tax |
| $ | ( | ) |
| $ | ( | ) |
The following is a summary of discontinued cash flows for the six months ended January 31, 2025:
|
| Six Months Ended |
| |
|
| January 31, |
| |
|
| 2025 |
| |
Cash Flows from Discontinued Operating Activities: |
|
|
| |
Net (loss) income |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in discontinued operating activities: |
|
|
|
|
Depreciation |
|
|
| |
Amortization of debt discount |
|
|
| |
Prepaid expenses |
|
| ( | ) |
Accounts receivable |
|
|
| |
Accounts payable and accrued liabilities |
|
| ( | ) |
Homes inventory cost for sales |
|
| ( | ) |
Due to related parties |
|
| ( | ) |
Net cash used in discontinued operating activities |
|
| ( | ) |
|
|
|
|
|
Cash Flows from Discontinued Investing Activities: |
|
|
|
|
Payments for construction |
|
| ( | ) |
Purchases of property and equipment |
|
| ( | ) |
Net cash used in discontinued investing activities |
|
| ( | ) |
|
|
|
|
|
Cash Flows from Discontinued Financing Activities: |
|
|
|
|
Proceeds from bank borrowing |
|
|
| |
Repayment of bank borrowing |
|
| ( | ) |
Repayment of loans payable - related party |
|
| ( | ) |
Advances from related parties |
|
|
| |
Repayments to related parties |
|
| ( | ) |
Net cash provided by discontinued financing activities |
|
|
| |
|
|
|
|
|
Net change in cash |
|
| ( | ) |
Cash, beginning of period |
|
|
| |
Cash, end of period |
| $ |
| |
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
Cash paid for interest |
| $ |
| |
Cash paid for taxes |
| $ |
| |
|
|
|
|
|
Supplemental disclosure of non-cash financing activity |
|
|
|
|
Common stock issued for settlement of debt-related party |
| $ |
| |
| F-11 |
| Table of Contents |
NOTE 5 - LAND
As of January 31, 2026, and July 31, 2025, property and equipment consist of as follows;
|
| January 31, |
|
| July 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Land |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
On October 31,2025, the Company acquired 4 acres of land in Glencoe, Alabama. The Company intends to construct up to 25 multi-family units in three phases starting with an 8-unit multi-family duplex development on the property as phase one. The land is restricted and secured against the promissory note of $350,000 (Note 7). On December 16,2025 the City of Glencoe approved the rezoning of land.
NOTE 6 – DUE FROM RELATED PARTY
On July 8, 2025, the Company and RAC Merger LLC (“RAC Merger”) entered into a share purchase agreement in order to sell
| F-12 |
| Table of Contents |
NOTE 7 – PROMISSORY NOTE-RELATED PARTY
On October 31, 2025, the Company entered into an Asset Purchase Agreement with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns
As a result of the agreement, the Company acquired 4 acres of land in Glencoe, Alabama in exchange for a secured promissory note with the LLC in the amount of $
As security for all of the obligation, the Company granted to noteholder a continuing security interest in and lien on the collateral of the land acquired ( Note 5).
As of January 31,2026, the Company had principal due of $
NOTE 8 - RELATED PARTY TRANSACTIONS
RAC Merger LLC is the Company’s majority shareholder and owns approximately 98.5% of the Company’s outstanding common stock. RAC Merger LLC also owns
During the six months ended January 31, 2025, the Company’s related parties advanced $
During the six months ended January 31, 2025, the Company’s Board of Directors approved the settlement of $
During the six months ended January 31, 2026 and 2025, the Company’s related parties advanced to the Company an amount of $
During the six months ended January 31, 2026, and 2025, the Company’s related parties advanced $
On October 31, 2025, the Company entered into an Asset Purchase Agreement with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns
As of January 31, 2026, and July 31, 2025, the Company had due to related parties of $
NOTE 9 - EQUITY
Authorized Preferred Stock
The Company has authorized
| F-13 |
| Table of Contents |
Series A Preferred stock
The Company has designated
| · | The Series A Preferred Shares share in any dividends pari passu with the holders of common stock; |
|
|
|
| · | The Series A Preferred Shares have a liquidation preference equal to $ |
|
|
|
| · | |
|
|
|
| · | |
|
|
|
| · | The Company has no right to redeem the shares; and |
As of January 31, 2026, and July 31, 2025, the Company had
Authorized Common Stock
The Company has authorized
As of January 31, 2026, and 2024, the Company had no options and warrants outstanding.
During the six months ended January 31, 2025, the Company issued
On November 22, 2025, the Board of Directors authorized a private offering of the Company’s common stock pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933. The offering closed on December 1, 2025, resulting in issuance of
As of January 31, 2026, and July 31, 2025, the Company had
Dividend
On July 8, 2025, the Company declared a dividend totaling $
NOTE 10 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
| F-14 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include statements regarding the Company’s plans to develop its Glencoe, Alabama property, its ability to obtain financing, and its expectations regarding future development activities and revenues.
Overview
My City Builders, Inc. (the “Company”) is a Nevada corporation originally incorporated on October 26, 2010, under the name Oconn Industries Corp. The Company subsequently changed its name to Diamante Minerals, Inc. on March 11, 2014, to iMine Corporation on March 20, 2018, and to My City Builders, Inc. on January 31, 2023.
In July 2022, the Company acquired RAC Real Estate Acquisition Corp. (“RAC”), a Wyoming corporation. RAC became a wholly owned subsidiary of the Company and was intended to serve as the Company’s operating entity for real estate development activities.
On July 1, 2022, the Company entered into an Agreement and Plan of Reorganization dated June 30, 2022 with RAC and the shareholders of RAC, namely Frank Gillen, Francis Pittilloni, and Yolanda Goodell (the “Shareholders”), whereby the Company issued to the Shareholders a combined 100,000 shares of Series A Preferred Stock, par value of $0.001 per share in consideration for a combined 1,000 shares of RAC common stock, par value $0.001, held by the Shareholders, which represents 100% of the issued and outstanding capital stock of RAC. As a result, RAC becomes a wholly owned subsidiary of the Company. Shareholders of RAC paid a combined capital contribution of $500,000 in cash as consideration for their combined 1,000 shares of RAC common stock.
On March 27, 2023, RAC, a wholly owned subsidiary of the Company entered into a Limited Liability Company Agreement dated effective March 27, 2023, (the “Agreement”) with, Frank Gillen, an individual (“Mr. Gillen”) and Michael Colvard, an individual (“Mr. Colvard”). The purpose of the LLC is to build 3-bedroom 2-bathroom single-family low-income homes in Gadsden Alabama. On May 05, 2023, Mr. Colvard’s construction agreement with the LLC was terminated and Mr. Colvard transferred his 1% and withdrew as a member and manager of the LLC.
As a result of the Agreement, RAC, formed a limited liability company called RAC Gadsden, LLC (“Gadsden”) incorporated in the state of Alabama. Gadsden will continue until terminated pursuant to the Agreement or as provided for under the laws of Alabama. RAC owns 98% of Gadsden and the purpose of Gadsden is to purchase, finance, collateralize, improve, rehabilitate, market, sell or lease property.
Sales of Subsidiaries
On July 8, 2025, the Company and RAC Merger LLC (“RAC Merger”) entered into a share purchase agreement in order to sell 100% issued and outstanding shares of RAC Real Estate Acquisition Corp., to RAC Merger for a total purchase amount of $2,374,896. At the time of the transaction, RAC Merger owned 98.5% of the total issued and outstanding shares of the Company. Therefore, in lieu of any cash distribution to RAC Merger as a shareholder of the Company, RAC Merger agreed that its 98.5% interest in the total purchase amount as a shareholder of the Company was satisfied by the assignment of the 100% issued and outstanding shares of RAC Real Estate Acquisition Corp. The remaining shareholders of the Company, which comprised 1.5% of the Company’s issued and outstanding shares as of the date of the transaction, received a cash distribution in the total amount of $35,623.44, which equals 1.5% of the total purchase amount. During the year ended July 31, 2025, pursuant to Share Purchase Agreement dated July 8, 2025, the Company recognized the loss on sale of subsidiaries of $230,730.
As a result of the sale of RAC Real Estate Acquisition Corp., the Company no longer owns the operating assets previously held by that subsidiary and currently does not generate revenues from operations. Management is pursuing a new business strategy focused on the development of multifamily housing on the Glencoe, Alabama property described below.
Asset Acquisition
On October 31, 2025, the Company entered into an Asset Purchase Agreement with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns 98.5% of the current issued and outstanding shares of the Company. As a result of the Agreement, the Company acquired 4 acres of land in Glencoe, Alabama in exchange for a secured promissory note with the LLC in the amount of $350,000. The promissory note has a 3-year term and carries an interest rate of 9.5% per annum. The principal and interest are due at the conclusion of the 3-year term on October 30, 2028. The Company intends to construct up to 25 multi-family units in three phases starting with an 8-unit multi-family duplex development on the property as phase one. Per the terms of the agreement, if construction of the duplex development on the Property does not begin within one year of the date of the agreement, that will be considered an Event of Default, as defined in the Note, which may result in either: (i) the entire principal balance of the Note and all accrued and unpaid interest and costs would immediately become due and payable or (ii) the Company would be required to return ownership of the Property to the LLC. On December 16, 2025, the City of Glencoe approved the rezoning of land.
| 4 |
| Table of Contents |
Overview of Continuing Operations
During the six months ended January 31, 2026, the Company continued to pursue its operating strategy of acquiring, developing, and preparing real estate for future construction of multifamily housing. As disclosed above (Asset Acquisition), the Company acquired four acres of land in Glencoe, Alabama, valued at $350,000, for the purpose of developing up to 25 multifamily housing units across multiple phases, beginning with an 8-unit duplex development in Phase I. This property represents the Company’s primary operating asset and is integral to its long-term revenue strategy.
The Company is actively engaged in development planning, including preliminary site design, project phasing, contractor coordination, and budgeting activity necessary to commence construction within the time frames required under the secured promissory note issued for the acquisition. Management expects construction efforts for Phase I to begin prior to July 31, 2026, consistent with the development schedule tied to the land acquisition. On December 16,2025, the City of Glencoe approved the rezoning of land.
Active Business Plan and Development Activities
The Company’s business plan is focused on identifying, acquiring, and developing real property with potential for rental income or sale of units after completion. Management’s operational activities during the quarter included:
| · | Completing the acquisition of the Glencoe property as the foundation for the Company’s multifamily development pipeline; |
| · | Submitted the plan and loan documents to local banks to secure a construction loan for the project; |
| · | Filed the 4 acres for rezoning with the city to reclassify the land from commercial to residential property; |
| · | Initiating development planning for Phase I, including engagement with architects, engineers, and construction partners; |
| · | Beginning preliminary due diligence and feasibility work regarding additional phases of development; and |
| · | Continuing corporate administration, accounting, regulatory compliance, and related operating functions necessary to support ongoing development activity. |
These operating activities generated $94,244 of operating expenses during the six months ended January 31,2026, a level of activity that reflects the Company’s current stage of development operations rather than dormant or nominal activity.
The Company is engaged in the development of its Glencoe real estate project and, in that connection, holds real property, is undertaking pre-construction planning and financing activities, and expects to commence development activities subject to securing construction financing. These activities, together with the Company’s ownership of non-cash operating assets, reflect that the Company has substantive business operations.
Liquidity and Capital Resources
The Company continues to have limited cash resources and a working capital deficit, and it does not currently generate revenues from operations. Management estimates that the Company will require approximately $125,000 over the next twelve months for legal, accounting, audit, and general corporate expenses. As of January 31, 2026, the Company had a working capital deficit of approximately $7,275. The Company’s ability to meet its obligations as they become due is dependent upon raising additional capital or obtaining financing.
The Company’s ability to initiate development of the Glencoe project is dependent upon securing construction financing and raising additional equity capital. Based on management’s current development plan, the Company expects that it will need to raise approximately $1,250,000 in equity over the next twelve months in order to qualify for and support a construction loan for the initial phases of development.
The Company does not have any commitments for financing, and if it is unable to obtain a construction loan or raise additional equity, management does not believe that development of the project can begin. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
| 5 |
| Table of Contents |
92,
The Company’s financial condition and liquidity are significantly affected by transactions with related parties. The acquisition of the Glencoe property in 2025 was financed through a $350,000 promissory note issued to an affiliate of the Company’s majority shareholder. The note requires that construction on the project commence within one year of issuance; failure to do so could result in the noteholder accelerating the outstanding balance. The Company does not currently have resources to repay the note if it were accelerated, which represents a material liquidity uncertainty.
In addition, the Company relies on related-party advances to fund operating expenses. These advances are not subject to written agreements, do not have specified repayment terms, and may be withdrawn at any time, which further contributes to liquidity risk. The Company has also recorded a related-party dividend payable arising from the prior sale of its subsidiary, which remains outstanding and represents an additional claim on future cash flows.
Management expects that related parties may continue to provide operational support; however, there is no assurance that such support will continue, and the Company’s dependence on related-party funding presents risks to its financial condition and operating strategy.
Going Forward
The Company intends to advance its multifamily development activities during the year ended July 31, 2026, including securing necessary permits, finalizing construction budgets, engaging additional contractors, and preparing the property for site work and vertical construction. These activities are expected to increase the Company’s operating expenditure in future periods as it continues to transition from pre-development to active construction.
Management believes that successful execution of the development plan will result in the Company generating future revenue either through rental income or through sales of completed units, depending on market conditions and financing availability.
Results of Operations
During the prior fiscal year, the Company completed the sale of its former operating subsidiary, which had historically generated substantially all revenues and held the majority of the Company’s operating assets. As a result, the Company has no revenues from continuing operations for the six months ended January 31, 2026, and its operating results differ materially from prior-period presentations.
The disposal of the subsidiary also affects comparability of results between periods, as the Company no longer operates in the line of business formerly conducted by the subsidiary. The Company’s future operating performance will depend on its ability to obtain financing and initiate development of the Glencoe project. Until such time, operating expenses will consist primarily of professional fees and general corporate costs, and the Company does not expect to generate revenues from continuing operations.
The Company’s liquidity and capital resources are likewise affected by the discontinued operations, as the Company ceased owning revenue-producing assets and must rely on new financing sources for future operations.
The following summary of our results of operations should be read in conjunction with our unaudited condensed financial statements for the period ended January 31, 2026, which are included herein.
Our operating results for the six months ended January 31, 2026, and 2025, and the changes between those periods for the respective items are summarized as follows:
| 6 |
| Table of Contents |
Three Months Ended January 31, 2026, compared to the Three Months ended January 31,2025
|
| Three Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Operating expenses |
|
| 53,610 |
|
|
| 39,442 |
|
|
| 14,168 |
|
Other expenses |
|
| 8,497 |
|
|
| - |
|
|
| 8,497 |
|
Income tax |
|
| - |
|
|
| 1,128 |
|
|
| (1,128 | ) |
Loss from continuing operations |
|
| 62,107 |
|
|
| 40,570 |
|
|
| 21,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
| - |
|
|
| 37,729 |
|
|
| (37,729 | ) |
Loss from discontinued operations, net of tax |
|
| - |
|
|
| 37,729 |
|
|
| (37,729 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | 62,107 |
|
| $ | 78,299 |
|
| $ | (16,192 | ) |
Continued Operations
During the three months ended January 31, 2026, and 2025, we did not generate revenue from continuing operations activities.
We had a net loss from continuing operations of $62,107 for the three months ended January 31, 2026, and $40,570 for the three months ended January 31, 2025. The increase in net loss of $21,537 was due to an increase in operating expenses of $14,168, other expenses of $8,497 offset by a decrease in income tax of $1,128.
Continuing operating expenses for the three months ended January 31, 2026, and 2025 were $53,610 and $39,442, respectively. For the three months ended January 31, 2026, and 2025, the operating expenses were primarily attributed to professional fees of $52,149 and $38,854 and general and administrative expenses of $1,461 and $588, respectively.
Continuing other expenses for the three months ended January 31, 2026, and 2025 were $8,497 and $0, respectively. The other expenses were primarily attributed to interest related to related party promissory note payable of $350,000 with three years term and carries an interest rate of 9.5% per annum.
Discontinued Operations
|
| Three Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Revenue |
| $ | - |
|
| $ | 29,743 |
|
| $ | 29,743 |
|
Operating expenses |
|
| - |
|
|
| 37,698 |
|
|
| (37,698 | ) |
Other expenses |
|
| - |
|
|
| 29,774 |
|
|
| (29,774 | ) |
Net loss from discontinued operations |
|
| - |
|
|
| 37,729 |
|
|
| (37,729 | ) |
For the three months ended January 31, 2025, we generated discontinued revenue from rent income of $ 29,743.
We had a net loss from discontinued operations of $37,729 for the three months ended January 31, 2025. Discontinued operating expenses for the three months ended January 31, 2025, were $37,698. For the three months ended January 31, 2025, the discontinued operating expenses were primarily attributed to cost of rental homes of $6,256, depreciation expenses of $17,415 and general and administrative expenses of $14,027.
Discontinued other expenses for the three months ended January 31, 2025, represent interest expenses of $29,774 for banks borrowing and third-party loan,
| 7 |
| Table of Contents |
Six Months Ended January 31, 2026, compared to the Six Months ended January 31,2025
|
| Six Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Operating expenses |
|
| 85,747 |
|
|
| 77,259 |
|
|
| 8,488 |
|
Other expenses |
|
| 8,497 |
|
|
| - |
|
|
| 8,497 |
|
Income tax |
|
| - |
|
|
| 1,128 |
|
|
| (1,128 | ) |
Loss from continuing operations |
|
| 94,244 |
|
|
| 78,387 |
|
|
| 15,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
| - |
|
|
| 74,397 |
|
|
| (74,397 | ) |
Loss from discontinued operations, net of tax |
|
| - |
|
|
| 74,397 |
|
|
| (74,397 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | 94,244 |
|
| $ | 152,784 |
|
| $ | (58,540 | ) |
Continued Operations
During the six months ended January 31, 2026, and 2025, we did not generate revenue from continuing operations activities.
We had a net loss from continuing operations of $94,244 for the six months ended January 31, 2026, and $78,387 for the six months ended January 31, 2025. The increase in net loss of $15,857 was due to an increase in operating expenses of $8,488, other expenses of $8,497 offset by a decrease in income tax of $1,128.
Continuing operating expenses for the six months ended January 31, 2026, and 2025 were $85,747 and $77,259, respectively. For the six months ended January 31, 2026, and 2025, the operating expenses were primarily attributed to professional fees of $82,696 and $76,581 and general and administrative expenses of $3,051 and $678, respectively.
Continuing other expenses for the six months ended January 31, 2026, and 2025 were $8,497 and $0, respectively. The other expenses were primarily attributed to interest related to related party promissory note payable of $350,000 with three years term and carries an interest rate of 9.5% per annum.
Discontinued Operations
|
| Six Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Revenue |
| $ | - |
|
| $ | 55,271 |
|
| $ | 55,271 |
|
Operating expenses |
|
| - |
|
|
| 79,973 |
|
|
| (79,973 | ) |
Other (income) expenses |
|
| - |
|
|
| 49,695 |
|
|
| (49,695 | ) |
Net loss from discontinued operations |
|
| - |
|
|
| 74,397 |
|
|
| (74,397 | ) |
For the six months ended January 31, 2025, we generated discontinued revenue from rent income of $ 55,271.
We had a net loss from discontinued operations of $74,397 for the six months ended January 31, 2025. Discontinued operating expenses for the six months ended January 31, 2025, were $79,973. For the six months ended January 31, 2025, the discontinued operating expenses were primarily attributed to cost of rental homes of $12,849, depreciation expenses of $32,366, professional fees of $13,520 and general and administrative expenses of $21,238.
Discontinued other expenses for the six months ended January 31, 2025, represent interest expenses of $49,695 for banks borrowing and third-party loan,
| 8 |
| Table of Contents |
Balance Sheet Data
|
| January 31, |
|
| July 31, |
|
|
|
| |||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Cash |
| $ | 14,823 |
|
| $ | 2,189 |
|
| $ | 12,634 |
|
Working capital (deficiency) |
| $ | (7,275 | ) |
| $ | 4,469 |
|
| $ | (11,744 | ) |
Total current assets |
| $ | 49,286 |
|
| $ | 42,812 |
|
| $ | 6,474 |
|
Total current liabilities |
| $ | 56,561 |
|
| $ | 38,343 |
|
| $ | 18,218 |
|
Stockholders’ Equity (Deficit) |
| $ | (7,275 | ) |
| $ | 4,469 |
|
| $ | (11,744 | ) |
As of January 31, 2026, our current assets were $49,286 and our current liabilities were $56,561 which resulted in working capital deficiency of $7,275. As of January 31, 2026, current assets were comprised of $14,823 in cash and $34,463 in due from related party, compared to $2,189 in cash, $5,000 in prepaid expenses and $35,623 in due from related party as of July 31, 2025.
As of January 31, 2026, current liabilities were comprised of $17,907 in accounts payable and accrued liabilities, $25,764 in dividends payable and $12,890 due to related party, compared to $2,720 in accounts payable, $35,623 in dividends payable, as of July 31, 2025.
Cash Flow Data
Consolidated Cash Flow
|
| Six Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Cash used in operating activities |
| $ | (39,767 | ) |
| $ | (415,348 | ) |
| $ | 375,581 |
|
Cash used in investing activities |
| $ | - |
|
| $ | (267,015 | ) |
| $ | 267,015 |
|
Cash provided by financing activities |
| $ | 52,401 |
|
| $ | 679,467 |
|
| $ | (627,066 | ) |
Net change in cash during period |
| $ | 12,634 |
|
| $ | (2,896 | ) |
| $ | 15,530 |
|
Cash Flow from Continuing Operations
|
| Six Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Cash used in operating activities |
| $ | (39,767 | ) |
| $ | 46,342 |
|
|
| (86,109 | ) |
Cash provided by (used in) financing activities |
| $ | 52,401 |
|
| $ | (46,522 | ) |
|
| 98,923 |
|
Net change in cash during period |
| $ | 12,634 |
|
| $ | (180 | ) |
|
| 12,814 |
|
Cash Flow from Discontinued Operations
|
| Six Months Ended |
|
|
|
| ||||||
|
| January 31, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Cash used in operating activities |
| $ | - |
|
| $ | (461,690 | ) |
|
| 461,690 |
|
Cash used in investing activities |
| $ | - |
|
| $ | (267,015 | ) |
|
| 267,015 |
|
Cash provided by financing activities |
| $ | - |
|
| $ | 725,989 |
|
|
| (725,989 | ) |
Net change in cash during period |
| $ | - |
|
| $ | (2,716 | ) |
|
| 2,716 |
|
| 9 |
| Table of Contents |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six months ended January 31, 2026, net cash used in operating activities was $39,767. This consisted primarily of a net loss of $94,244 partially offset by changes in working capital, including increases in accounts payable and accrued liabilities of $15,187 and due to related parties of $34,290.
For the six months ended January 31, 2025, net cash flows used in operating activities was $415,348, consisting of a net loss of $152,784, reduced by depreciation expenses of $32,366, amortization of debt discount of $1,489, accounts receivable of $1.483 and increased by accounts payable and accrued liabilities of $12,821, prepaid expenses of $22,719 and homes inventory cost for sales of $262,362.
Cash Flows from Investing Activities
During the six months ended January 31, 2026, and 2025, the Company used $0 and $267,015 for payments of construction expenses, respectively.
Cash Flows from Financing Activities
During the six months ended January 31,2026 and 2025, the Company provided $52,401 and $679,467 by financing activities, respectively.
During the six months ended January 31, 2026, the Company received $82,500 from issuance of common stock, $10,000 advance from a related party and repaid due to related party of $30,240 and dividend of $9.859.
During the six months ended January 31, 2025, the Company received advance from a related party of $835,000, bank borrowings of $102,534 and repaid loan payable -related party of $28,500, due to related parties of $225,000 and bank borrowings of $4,567.
Trends and Uncertainties
The Company faces several known trends and uncertainties that may materially affect its financial condition and operating performance. These include:
| · | the Company’s dependence on external and related-party financing to fund operations and development activities; |
| · | the risk of default under the related-party promissory note if construction does not begin within the required timeframe; on December 16,2025, the City of Glenco approved the rezoning acquired land. |
| · | the absence of current revenues and the uncertainty of generating future revenues until development activities commence; |
| · | uncertainties in construction timelines and costs, including the availability of contractors and materials; |
| · | reliance on a single development project, which exposes the Company to project-specific risks; |
| · | potential market, interest rate, and permitting risks affecting the feasibility and timing of construction; and |
| · | the impact of the Company’s working capital deficit, which raises substantial doubt about its ability to continue as a going concern. |
These factors may continue to affect liquidity and operating performance unless and until the Company secures sufficient financing and begins revenue-generating activities.
Going Concern
Our condensed financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These conditions are also described in Note 3 to the condensed financial statements. During the six months ended January 31, 2026, we incurred net loss of $94,244 and net cash used in operating activities of $39,767. As of January 31, 2026, we had an accumulated deficit of $4,987,576 and working capital deficiency of $7,275. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to raise necessary funding through equity and debt financing arrangements, which may be insufficient to fund its capital expenditure, working capital and other cash requirements. The ability of the Company is dependent upon, among other things, obtaining financing to continue operations and continue developing the business plan. The Company cannot give any assurance as to the ability to develop or operate profitably. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 10 |
| Table of Contents |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates. The Company’s most significant accounting policies relate to the capitalization and valuation of real estate development assets, accounting for related-party transactions, and the evaluation of going concern considerations. These policies require management to make judgments and estimates that may materially affect reported financial results.
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.
Recent Accounting Pronouncements
The Company has implemented all new pronouncements that are in effect and that may impact on its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined by Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of January 31, 2026, the end of the period covered by this quarterly report on Form 10-Q. The disclosure controls and procedures evaluation was done under supervision and with the participation of management, including our chief executive officer and chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of January 31, 2026, due to material weaknesses in our internal control over financial reporting. As a result of these material weaknesses, management concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management has identified several material weaknesses in the Company’s internal control over financial reporting, including (i) a lack of segregation of duties due to the limited number of personnel involved in accounting and financial reporting functions, (ii) insufficient accounting resources with appropriate technical expertise in U.S. GAAP and SEC reporting requirements, and (iii) reliance on external consultants to assist with financial reporting and related accounting functions. These material weaknesses could result in a material misstatement of the Company’s financial statements that may not be prevented or detected on a timely basis.
| 11 |
| Table of Contents |
Management is evaluating potential remediation measures, including increasing the involvement of qualified outside accounting professionals, implementing enhanced review procedures, and developing additional internal controls appropriate for the size and stage of the Company. Due to resource constraints, management cannot currently estimate the timeframe for full remediation.
Changes in Internal Control over Financial Reporting
As reported in our annual report on Form 10-K for the year ended July 31, 2025, management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. Currently we have two executive officers who serve as chief executive officer and chief financial officer and as directors of the company. Neither executive officer has a formal accounting background which makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.
During the quarter ended January 31, 2026, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 12 |
| Table of Contents |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors
As a “smaller reporting company,” we are not required to provide the information required by this Item. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 22, 2025, the Board of Directors authorized a private offering of the Company’s common stock. The offering closed on December 1, 2025. In connection with the offering, the Company issued an aggregate of 1,650,000 shares of its common stock to two accredited investors for gross proceeds of $82,500 in cash. The securities were issued in reliance upon the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. The investors represented that they were accredited investors and that the securities were acquired for investment purposes. The securities issued are restricted securities and may not be resold absent registration or an applicable exemption from registration. The Company intends to use the proceeds from the offering for general working capital and corporate purposes.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
There is no information required to be disclosed under this Item that has not previously been reported. During the quarter ended January 31, 2026, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements.
| 13 |
| Table of Contents |
Item 6. Exhibits.
The following exhibits are included as part of this report:
Exhibit Number |
| Description |
(10) |
| Material Agreements |
| ||
| ||
| ||
(31) |
| Rule 13a-14(a)/15d-14(a) Certification |
| Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| ||
(32) |
| Section 1350 Certification |
| Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| ||
101* |
| Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. |
104* |
| Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
| 14 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements 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.
| MY CITY BUILDERS, INC. | ||
| |||
Dated: March 13, 2026 | /s/ Yolanda Goodell | ||
| Yolanda Goodell | ||
|
| Interim Chief Executive Officer (Principal Executive Officer) | |
|
|
|
|
Dated: March 13, 2026 |
| /s/ Francis Pittilloni |
|
|
| Francis Pittilloni |
|
|
| Interim Chief Financial Officer |
|
|
| (Principal Financial and Accounting Officer) |
|
| 15 |