My City Builders, Inc 10-Q for FY2026 Q2

My City Builders, Inc. (MYCB)

10-Q 2026-03-13 For: 2026-01-31

Added on April 06, 2026

About this 10-Q

My City Builders, Inc filed this 10-Q on March 13, 2026, covering the quarter ended January 31, 2026 (FY2026 Q2).

Headline figures

Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $62.11K; compared with a net loss of $78.3K a year earlier
Diluted EPS: $0.00; compared with -$0.01 a year earlier

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(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended January 31, 2026

Or

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

	For the transition period from ____________ to ________________

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

		Page No.
	Part I: Financial Information

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11

	Part II: Other Information

Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14

		Page

Condensed Balance Sheets as of January 31, 2026, and July 31, 2025 (Unaudited)		F-2

Condensed Statements of Operations for the three and six months ended January 31, 2026 and 2025 (Unaudited)		F-3

Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended January 31, 2026, and 2025 (Unaudited)		F-4

Condensed Statements of Cash Flows for the six months ended January 31, 2026, and 2025(Unaudited)		F-5

Notes to Unaudited Condensed Financial Statements		F-6

	January 31,			July 31,
	2026			2025
ASSETS
Current Assets
Cash	$	14,823		$	2,189
Prepaid expenses		-			5,000
Due from related party		34,463			35,623
Total Current Assets		49,286			42,812

Land		350,000			-
TOTAL ASSETS	$	399,286		$	42,812

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	17,907		$	2,720
Due to related parties		12,890			-
Dividends payable		25,764			35,623
Total Current Liabilities		56,561			38,343

Promissory note-related party		350,000			-
TOTAL LIABILITIES		406,561			38,343

Stockholders' Equity (Deficit)
Preferred stock: 10,000,000 authorized; $0.001 par value		-			-
Series A preferred stock 100,000 designated; $0.001 par value 100,000 shares issued and outstanding		100			100
Common stock: 300,000,000 authorized; $0.001 par value 17,926,686 shares and 16,276,686 shares issued and outstanding at January 31,2026 and July 31, 2025, respectively		17,927			16,277
Additional paid in capital		4,962,274			4,881,424
Accumulated deficit		(4,987,576	)		(4,893,332	)
Total Stockholders' Equity (Deficit)		(7,275	)		4,469
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	399,286		$	42,812

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2026			2025			2026			2025

Revenue	$	-		$	-		$	-		$	-

Operating expenses
General and administrative		1,461			588			3,051			678
Professional fees		52,149			38,854			82,696			76,581
Total operating expenses		53,610			39,442			85,747			77,259

Loss from continuing operations		(53,610	)		(39,442	)		(85,747	)		(77,259	)

Other income and expense
Interest expense - related party		(8,497	)		-			(8,497	)		-
Total other expense		(8,497	)		-			(8,497	)		-

Loss from continuing operations before income taxes		(62,107	)		(39,442	)		(94,244	)		(77,259	)
Income taxes		-			(1,128	)		-			(1,128	)
Net Loss from continuing operations	$	(62,107	)	$	(40,570	)	$	(94,244	)	$	(78,387	)

Discontinued operations:
Loss from discontinued operations		-			(37,729	)		-			(74,397	)
Loss from discontinued operations, net of tax		-			(37,729	)	$	-		$	(74,397	)

Net Loss		(62,107	)		(78,299	)	$	(94,244	)	$	(152,784	)

Basic and diluted loss per share of common stock -discontinuing operations	$	-		$	(0.00	)	$	-		$	(0.01	)
Basic and diluted loss per share of common stock -continuing operations		(0.00	)		(0.00	)	$	(0.01	)	$	(0.01	)
Basic and diluted loss per share of common stock		(0.00	)		(0.01	)	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average number of common shares outstanding		17,388,643			12,452,990			16,832,664			12,219,838

	Series A								Additional					Total
	Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (Deficit)

Balance - July 31, 2025		100,000	$	100		16,276,686	$	16,277	$	4,881,424	$	(4,893,332	)	$	4,469

Net loss		-		-		-		-		-		(32,137	)		(32,137	)
Balance - October 31, 2025		100,000	$	100		16,276,686		16,277		4,881,424		(4,925,469	)		(27,668	)

Issuance common stock for cash		-		-		1,650,000		1,650		80,850		-			82,500
Net loss		-		-		-		-		-		(62,107	)		(62,107	)
Balance - January 31, 2026		100,000	$	100		17,926,686	$	17,927	$	4,962,274	$	(4,987,576	)	$	(7,275	)

	·	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.

	·	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 $10.00 per share;

	·	Each share of Series A Preferred Stock entitles the holder to 10 votes on any matter presented to the holders of the Common Stock:

	·	The Series A Preferred Shares have the right to convert into shares of Common Stock at a 25% discount to the next financing of $1,000,000 or more, subject to adjustment for stock splits or combinations, dividends and distributions of Common Shares, reorganizations, mergers or consolidations, or for issuance of shares of common stock below the conversion price:

	·	The Company has no right to redeem the shares; and

	·	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.

	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	)

	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	)

	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	)

	·	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.

Exhibit Number		Description
(10)		Material Agreements
10.1		Asset purchase agreement between My City Builders, Inc. and RAC Gadsden, LLC effective date October 31, 2025 (Incorporated by reference to Exhibit 99.1 in our Current Report on Form 8-K filed on October 31, 2025.)
10.2		Secured Promissory Note by and between My City Builders, Inc., and RAC Gadsden, LLC dated October 31, 2025. (Incorporated by reference to Exhibit 99.2 in our Current Report on Form 8-K filed on October 31, 2025.)
10.3		Security Agreement by and between My City Builders, Inc., and RAC Gadsden, LLC dated effective October 31, 2025. (Incorporated by reference to Exhibit 99.3 in our Current Report on Form 8-K filed on October 31, 2025.)
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial and Accounting
(32)		Section 1350 Certification
32.1		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial and Accounting 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.

	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)

1.	I have reviewed this quarterly report on Form 10-Q of My City Builders, Inc. for the quarter ended January 31, 2026;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.