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My City Builders Inc

For the period ended Apr 30, 2024. Filed Jun 10, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2024 · Filed Jun 10, 2024

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-01-31; filed 2024-03-15.

0001640334-24-000405

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-04-30; filed 2024-06-10.

0001640334-24-000941

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 49 previous paragraphs and 49 current paragraphs.

23 unchanged; 24 reworded; 2 added; 1 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

On April 25th, 2024, RAC finalized the purchase of two lots in Gadsden, Alabama. This decision stemmed from the ongoing construction of three homes by RAC on the same street, slated for completion and rental availability by July 31st, 2024. With the aim of bolstering rental demand, RAC intends to commence construction on these newly acquired lots in July 2024, ultimately expanding its property portfolio to five homes on the same street upon their completion.
Removed paragraphs (1)
Reworded paragraphs (24)

Previous wording

During the year ended July 31, 2023, RAC has invested $2,679,500 into RAC FIXPADS II of which $2,300,000 was invested for the rehabilitation of homes held in the LLC and $379,500 has been wired to Title Vest to clear 55 titles of taxes and any back fees owed to rehabilitate the homes for sell or rent. Currently, RAC has decided to cease further development with Fix Pads LLC & Fix Pads Holdings. During the year ended July 31,2023, the Company recognized impairment loss of $1,732,000. The Company did not make any additional investment however recognized additional impairment of $947,500 during the six months ended January 31, 2024.

Current wording

During the year ended July 31, 2023, RAC has invested $2,679,500 into RAC FIXPADS II of which $2,300,000 was invested for the rehabilitation of homes held in the LLC and $379,500 has been wired to Title Vest to clear the titles of taxes and any back fees owed to rehabilitate the homes for sell or rent. To date, Title Vest has examined 18 properties that were intended for investment in the LLC, of which, 2 were sold by FPH in November and December of 2023, while many of the rest had taxes, liens or fines that dated back to the year 2021. FPH has completed nine homes with six more under construction. Of the nine homes completed, eight homes have been sold in the LLC with 1 still on the market for sale. Regarding the secured loans with FPH seven of the eleven homes completed have been sold under the two promissory notes. Currently, RAC has decided to cease further development with Fix Pads LLC & Fix Pads Holdings. During the year ended July 31,2023, the Company recognized impairment loss of $1,732,000. The Company did not make any additional investment, however recognized additional impairment of $947,500 during the nine months ending April 30, 2024.

Previous wording

On April 27, 2023, RAC closed on 20 lots in Gadsden Alabama. RAC ordered and received 3 steel framed “pre-engineered” homes for the Gadsden Land Bank project. Based on increased labor costs with the steel framed homes along with high transportation costs RAC has decided to build traditional “stick built” homes in Gadsden Alabama. The homes are 3-bedroom 2-bathroom single family homes with under roof of 1270 square feet. The plan for Gadsden Alabama is to build new low-income single-family homes for rent. As of January 31, 2024, RAC has completed the construction and received occupation permits on 4 homes and is under construction on 7 out of the 20 Gadsden properties. Four of the completed homes have been rented. The remaining 7 homes under construction are projected to be completed and rented by July 31, 2024.

Current wording

On April 27, 2023, RAC closed on twenty lots in Gadsden Alabama. RAC ordered and received three steel framed “pre-engineered” homes for the Gadsden Land Bank project. Based on increased labor costs with the steel framed homes along with high transportation costs RAC has decided to build traditional “stick built” homes in Gadsden Alabama. The homes are 3-bedroom 2-bathroom single family homes with under roof of 1270 square feet. The plan for Gadsden Alabama is to build new low-income single-family homes for rent. As of April 30, 2024, RAC has completed the construction and received occupational permits on six homes and is under construction on five of the Gadsden properties. Five of the completed homes have been rented and on May 20, 2024, the last completed /vacant home was rented. The remaining five homes under construction are projected to be completed and rented by July 31, 2024.

Previous wording

On January 17,2024, the Company’s Board of Directors approved the settlement of $2,850,000 due to one related party in exchange of issuance of 11,400,000 shares of common stock. The Company valued the issuance of 11,400,000 shares of common stock at market price of $0.20 per share on settlement date and recognized gain of $570,000. The gain on settlement of debts to related party was added in additional paid in capital.

Current wording

On January 17,2024, the Company’s Board of Directors approved the settlement of $2,850,000 due to one related party in exchange for an issuance of 11,400,000 shares of common stock. The Company valued the issuance of 11,400,000 shares of common stock at market price of $0.20 per share on settlement date and recognized gain of $570,000. The gain on settlement of debts to related party was added in additional paid in capital.

Previous wording

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the six months ended January 31, 2024, and 2023, which are included herein.

Current wording

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the nine months ended April 30, 2024, and 2023, which are included herein.

Previous wording

Our operating results for the six months ended January 31, 2024, and 2023, and the changes between those periods for the respective items are summarized as follows:

Current wording

Our operating results for the nine months ended April 30, 2024, and 2023, and the changes between those periods for the respective items are summarized as follows:

Previous wording

Three Months Ended January 31, 2024, compared to the Three Months ended January 31,2023

Current wording

Three Months Ended April 30, 2024, compared to the Three Months ended April 30,2023

Previous wording

For the three months ended January 31, 2024, and 2023, we generated revenue from interest income of $0 and $13,569 and revenue from rent income of $13,599 and $0, respectively.

Current wording

For the three months ended April 30, 2024, and 2023, we generated revenue from interest income of $0 and $12,249 and revenue from rent income of $15,877 and $0, respectively.

Previous wording

We had a net loss of $1,020,466 for the three months ended January 31, 2024, and $51,006 for the three months ended January 31, 2023. The increase in net loss of $969,460 was due to an increase in professional fees of $38,201, general and administration expenses of $3,994, depreciation expenses of $6,342, cost of rental homes of $2,851, other expenses of $918,104, offset by an increase in revenue of $30.

Current wording

We had a net loss of $81,368 for the three months ended April 30, 2024, and $57,866 for the three months ended April 30, 2023. The increase in net loss of $23,502 was due to an increase in professional fees of $28,778, general and administration expenses of $17,407, depreciation expenses of $8,620, cost of rental homes of $1,495, offset by a decrease in interest expenses of $29,170 and an increase in revenue of $3,628.

Previous wording

Operating expenses for the three months ended January 31, 2024, and 2023 were $73,961 and $22,575, respectively. For the three months ended January 31, 2024, and 2023, the operating expenses were primarily attributed to cost of rental homes of $2,851 and $0, professional fees of $60,218 and $22,107, general and administrative expenses of $4,550 and $558 and depreciation expenses of $6,342 and $0, respectively. The cost of rental homes was for rented homes such as lawncare, maintenance and repairs, management fees, utilities, insurance and property taxes.

Current wording

Operating expenses for the three months ended April 30, 2024, and 2023 were $80,735 and $24,435, respectively. For the three months ended April 30, 2024, and 2023, the operating expenses were primarily attributed to professional fees of $47,996 and $19,218, general and administrative expenses of $22,624 and $5,217, depreciation expenses of $8,620 and $0 and cost of rental homes of $1,495 and $0 respectively. The cost of rental homes was for rented homes such as lawncare, maintenance and repairs, management fees, utilities, insurance and property taxes.

Previous wording

Other expenses for the six months ended January 31, 2024, and 2023, represent impairment loss on investment of $947,500, interest expenses – related party of $12,073 and $42,000 for granted loans and interest expenses of $3,789 and $0 for loans payable to third party, respectively.

Current wording

Other expenses for the three months ended April 30, 2024, and 2023, represent interest expenses -related party of $10,989 and $45,680 for granted loans and interest expenses of $5,521 and $0 for loans payable to third party, respectively.

Previous wording

Six Months Ended January 31, 2024, compared to the Six Months ended January 31,2023

Current wording

Nine Months Ended April 30, 2024, compared to the Nine Months ended April 30,2023

Previous wording

For the six months ended January 31, 2024, and 2023, we generated revenue from interest income of $0 and $27,824 and revenue from rent income of $19,768 and $0, respectively.

Current wording

For the nine months ended April 30, 2024, and 2023, we generated revenue from interest income of $0 and $40,073 and revenue from rent income of $35,645 and $0, respectively.

Previous wording

We had a net loss of $1,093,043 for the six months ended January 31, 2024, and $73,203 for the six months ended January 31, 2023. The increase in net loss of $1,019.840 was due to an increase in professional fees of $59,610, general and administration expenses of $13,474, depreciation expenses of $12,270, cost of rental homes of $5,070, other expenses of $921,362, offset by a decrease in revenue of $8,056.

Current wording

We had a net loss of $1,174,411 for the nine months ended April 30, 2024, and $131,069 for the nine months ended April 30, 2023. The increase in net loss of $1,043,342 was due to an increase in professional fees of $88,388, general and administration expenses of $30,879, depreciation expenses of $20,890, cost of rental homes of $6,565, other expenses of $892,192, and a decrease in revenue of $4,428.

Previous wording

Operating expenses for the six months ended January 31, 2024, and 2023 were $149,449 and $59,027, respectively. For the six months ended January 31, 2024, and 2023, the operating expenses were primarily attributed to professional fees of $117,754 and $58,144, general and administrative expenses of $14,355 and $883 and depreciation expenses of $12,270 and $0, cost of rental homes of $5,070 and $0, respectively. The cost of rental homes was for rented homes such as lawncare, maintenance and repairs, management fees, utilities, insurance and property taxes.

Current wording

Operating expenses for the nine months ended April 30, 2024, and 2023 were $230,184 and $83,462, respectively. For the nine months ended April 30, 2024, and 2023, the operating expenses were primarily attributed to professional fees of $165,750 and $77,362, general and administrative expenses of $36,979 and $6,100, depreciation expenses of $20,890 and $0, cost of rental homes of $6,565 and $0, respectively. The cost of rental homes was for rented homes such as lawncare, maintenance and repairs, management fees, utilities, insurance and property taxes.

Previous wording

Other expenses for the three months ended January 31, 2024, and 2023, represent impairment loss on investment of $947,500 and $0, interest expenses -related party of $8,815 and $42,000 for granted loans and interest expenses of $3,789 and $0 for loans payable to third party, respectively.

Current wording

Other expenses for the nine months ended April 30, 2024, and 2023, represent impairment loss on investment of $947,500 and $0, interest expenses – related party of $23,062 and $87,680 for granted loans and interest expenses of $9,310 and $0 for loans payable to third party, respectively.

Previous wording

As of January 31, 2024, our current assets were $289,685 and our current liabilities were $796,043 which resulted in working capital deficiency of $506,358. As of January 31, 2024, current assets were comprised of $33,406 in cash, $24,858 in prepaid expenses, $228,570 in loan and $2,851 in accrued interest income, compared to $151,718 in cash, $34,858 in prepaid expenses, $228,750 in loan receivable and $3,116 in accrued interest income as of July 31,2023.

Current wording

As of April 30, 2024, our current assets were $253,070 and our current liabilities were $1,097,258 which resulted in working capital deficiency of $844,188. As of April 30, 2024, current assets were comprised of $21,548 in cash, $101 in accounts receivable, $228,570 in loan receivable and $2,851 in accrued interest income, compared to $151,718 in cash, $34,858 in prepaid expenses, $228,750 in loan receivable and $3,116 in accrued interest income as of July 31,2023.

Previous wording

As of January 31, 2024, current liabilities were comprised of $240,463 in accounts payable and accrued liabilities, $170 in deferred rent income, $505,000 in due to related parties and $50,140 loans payable-current portion, compared to $237,888 in accounts payable and accrued liabilities and $3,726,222 in due to related parties as of July 31, 2023.

Current wording

As of April 30, 2024, current liabilities were comprised of $218,175 in accounts payable and accrued liabilities, $680,000 in due to related parties and $199,083 loans payable-current portion, compared to $237,888 in accounts payable and accrued liabilities and $3,726,222 in due to related parties as of July 31, 2023.

Previous wording

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2024, net cash flows used in operating activities was $102,645, consisting of a net loss of $1,093043, reduced by impairment loss on investment of $947,500, depreciation expenses of $12,270, amortization of debt discount of $729, prepaid expenses of $10.000, accrued interest income of $265, deferred rent income of $170, accrued interest -related party of $4,453,due to related party of $16,889 and increased by accounts payable and accrued liabilities of $1,878. For the six months ended January 31, 2023, net cash flows used in operating activities was $44,893, consisting of a net loss of $73,2023, reduced by accounts payable and accrued liabilities of $1,278, due to related parties of $33,780 and increased by deferred interest income of $6,748.

Current wording

We have not generated positive cash flows from operating activities. For the nine months ended April 30, 2024, net cash flows used in operating activities was $172,366, consisting of a net loss of $1,174,411, reduced by impairment loss on investment of $947,500, depreciation expenses of $20,889, amortization of debt discount of $1,458, prepaid expenses of $34,858, accrued interest income of $265, accrued interest -related party of $4,453, due to related party of $16,889,and increased by accounts payable and accrued liabilities of $24,166, accounts receivable of $101. For the nine months ended April 30, 2023, net cash flows used in operating activities was $105,618, consisting of a net loss of $131,069, reduced by due to related parties of $38,710 and increased by accounts payable and accrued liabilities of $2,348, deferred interest income of $6,748, accrued interest income of $4,163.

Previous wording

During the six months ended January 31, 2024, the Company used $392,554 for payments of construction.

Current wording

During the nine months ended April 30, 2024, the Company used $657,754 for payments of construction.

Previous wording

During the six months ended January 31, 2023, the Company received cash from loan receivable of $140,996 and used $1,945,200 for investment, $179,310 for loan receivable and $158,758 for payment of construction.

Current wording

During the nine months ended April 30, 2023, the Company received cash from loan receivable of $339,068 and used $2,679,500 for investment, $179,310 for loan receivable and $479,810 for payment of construction.

Previous wording

During the six months ended January 31, 2024, the Company received advance from loans payable of $264,998 and from related parties of $457,700 and repaid $345,811 to related parties.

Current wording

During the nine months ended April 30, 2024, the Company received advance from loans payable of $413,061, from related parties of $682,700 and repaid $395,811 to related parties.

Previous wording

During the six months ended January 31, 2023, the Company received advance from related parties of $2,616,000 and repaid $420,000 to related parties.

Current wording

During the nine months ended April 30, 2023, the Company received advance from related parties of $4,039,300 and repaid $876,800 to related parties.

Previous wording

Our consolidated 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. During the six months ended January 31, 2024, we incurred net loss of $1,093,043 and net cash used in operating activities of $102,645. As of January 31, 2024, we had an accumulated deficit of $3,138,823 and working capital deficit of $506,358. 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 expenditures, working capital and other cash requirements. The ability of the Company to continue operations in its new business model 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.

Current wording

Our consolidated 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. During the nine months ended April 30, 2024, we incurred net loss of $1,174,411 and net cash used in operating activities of $172,366. As of April 30, 2024, we had an accumulated deficit of $3,220,171 and working capital deficit of $844,188. 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 expenditures, working capital and other cash requirements. The ability of the Company to continue operations in its new business model 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.

Previous wording

During the six months ended January 31, 2024, and 2023, customer concentrations (more than 10%) were as follows:

Current wording

As pf April 30, 2024 and July 31,2023 and for nine months ended April 30, 2024, and 2023, customer concentrations (more than 10%) were as follows:
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Since the acquisition of RAC, the Company, through our third-party vendor, has financed the clearance of 55 titles in the name of Fix Pads Holdings, LLC. FPH has completed 9 homes with 6 more under construction. Of the 9 homes completed, 8 homes have been sold in the LLC with 1 still on the market for sale. Regarding the secured loans with FPH 7 of the 11 homes completed have been sold under the two promissory notes.