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My City Builders, Inc.

For the period ended Apr 30, 2025. Filed Sep 25, 2025.

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, 2025 · Filed Sep 25, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-01-31; filed 2025-03-17.

0001640334-25-000414

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

Current report: 10-Q

Period ended 2025-04-30; filed 2025-09-25.

0001640334-25-001709

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 73 previous paragraphs and 75 current paragraphs.

43 unchanged; 29 reworded; 3 added; 0 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 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 (3)

Current report

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.

Current report

As of April 30, 2025, and July 31, 2024, all property homes were collateralized with an outstanding balance of $1,290,272 and $1,067,981, respectively.

Current report

During the months May-August 2025, the Company sold three (3) homes from homes inventory for an aggregate amount of $413,000 and one (1) home from homes property for amount of $191.000.
Reworded paragraphs (29)

Previous wording

Pursuant to title search and settlement of taxes and due related to properties, the Company proceeded to obtain the Quitclaim Deed Certificates on 29 properties. As of the date of this report, 29 Quitclaim Deed Certificates were issued. RAC has started the renovation and completion of the properties since July 2024. All twenty-nine homes will be immediately placed for sale once fully renovated.

Current wording

Pursuant to title search and settlement of taxes and due related to properties, the Company proceeded to obtain the Quitclaim Deed Certificates on 29 properties. As of the date of this report, 29 Quitclaim Deed Certificates were issued. RAC has started the renovation and completion of the properties since July 2024. All twenty-nine homes (29) will be immediately placed for sale once fully renovated.

Previous wording

The Company obtained the official fair value reports of properties from an independent firm based on sales comparison and secondary sales and recognized the value of 29 properties based on the valuation reports and physical condition of the homes. Some of the homes must be remodelled, therefore its valuation was based on land price or secondary sales and or value per Square Foot. Those valuations were not more than sales comparison price and have been disclosed as nonmonetary gain in the Company’s Financial Statements.

Current wording

The Company obtained the official fair value reports of properties from an independent firm based on sales comparison and secondary sales and recognized the value of 29 properties based on the valuation reports and physical condition of the homes. Some of the homes must be remodeled, therefore its valuation was based on land price or secondary sales and or value per Square Foot. Those valuations were not more than sales comparison price and have been disclosed as nonmonetary gain in the Company’s Financial Statements.

Previous wording

On July 31, 2024, RAC Gadsden LLC entered into a land purchase agreement in Glencoe Alabama. Glencoe is the neighbouring town to Gadsden, and the Company plans to build seven to eight duplex apartments on the parcel of land during the calendar year of 2025.

Current wording

On July 31, 2024, RAC Gadsden LLC entered into a land purchase agreement in Glencoe Alabama. Glencoe is the neighboring town to Gadsden, and the Company plans to build seven to eight duplex apartments on the parcel of land during the calendar year of 2025.

Previous wording

On November 26, 2024, The Company entered into an interest purchase agreement with Frank Campanaro in connection with settlement agreement dated June 2024 for 50% ownership of a property located at 1320 N 5 th Avenue, Laurel, MS in amount of $41,565 in cash. Pursuant to acquisition agreement, the Company’s ownership of property was increased to 100%.

Current wording

On November 26, 2024, The Company entered into an interest purchase agreement with Frank Campanaro in connection with settlement agreement dated June 2024 for 50% ownership of a property located at 1320 N 5 th Avenue, Laurel, MS in amount of $41,565 in cash. Pursuant to the acquisition agreement, the Company’s ownership of property was increased to 100%.

Previous wording

On February 27,2025, the Company acquired a second piece of land in Gadsden, Alabama for construction of new residential homes for $75,000. This land acquisition is next to the land purchased by the Company on July 31, 2024, and the plan is to build up to thirty single family Garden Homes as a “Phase Two” construction project once the seven to eight duplex apartments has been completed on the initial parcel of land purchased in July of 2024.

Current wording

On February 27, 2025, the Company acquired a second piece of land in Gadsden, Alabama for construction of new residential homes for cost of $77,115. This land acquisition is next to the land purchased by the Company on July 31, 2024, and the plan is to build up to thirty single family Garden Homes as a “Phase Two” construction project once the seven to eight duplex apartments has been completed on the initial parcel of land purchased in July of 2024.

Previous wording

As of January 31, 2025, RAC has completed the construction of eleven homes with three additional homes under construction in East Gadsden. Of the eleven completed properties eight homes have been leased with monthly lease payments ranging from $1,100 to $1,250, each for a period of one year for each home leased.

Current wording

As of April 30, 2025, RAC had twelve (12) complete homes with three additional homes under construction in East Gadsden. Out of the twelve (12) completed properties nine (9) homes have been leased with monthly lease payments ranging from $1,100 to $2,150, each for a period of one year for each home leased. As of April 30, 2025, three homes which the occupancy permits were issued, have not been leased.

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, 2025, and 2024, 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, 2025, and 2024, which are included herein.

Previous wording

Our operating results for the six months ended January 31, 2025, and 2024, 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, 2025, and 2024, and the changes between those periods for the respective items are summarized as follows:

Previous wording

Three Months Ended January 31, 2025, compared to the Three Months ended January 31,2024

Current wording

Three Months Ended April 30, 2025, compared to the Three Months ended April 30,2024

Previous wording

For the three months ended January 31, 2025, and 2024, we generated revenue from rent income of $29,743 and $13,599, respectively.

Current wording

For the three months ended April 30, 2025, and 2024, we generated revenue from rent income of $34,961 and $15,877, respectively.

Previous wording

We had a net loss of $78,299 for the three months ended January 31, 2025, and $1,020,466 for the three months ended January 31, 2024. The decrease in net loss of $942,167 was due to an increase in operating expenses of $3,179 and a decrease in other expenses of $930,330 offset by an increase in revenue of $16,144.

Current wording

We had a net loss of $62,267 for the three months ended April 30, 2025, and $81,368 for the three months ended April 30, 2024. The decrease in net loss of $19,101 was due to a decrease in operating expenses of $13,298 and an increase in other expenses of $13,281 offset by an increase in revenue of $19,084.

Previous wording

Operating expenses for the three months ended January 31, 2025, and 2024 were $77,140 and $73,961, respectively. For the three months ended January 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $38,854 and $60,218, general and administrative expenses of $14,615 and $4,550, depreciation expenses of $17,415 and $6,342, and cost of rental homes of $6,256 and $2,851 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, 2025, and 2024 were $67,437 and $80,735, respectively. For the three months ended April 30, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $22,259 and $47,996, general and administrative expenses of $15,127 and $22,624, depreciation expenses of $17,951 and $8,620, and cost of rental homes of $12,100 and $1,495 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, 2025, and 2024, represent interest expenses -related party of $0 and $12,073 for granted loans, interest expenses of $49,695 and $3,789 for banks borrowings and loan payable to third party and impairment loss on investment of $0 and $947,500, respectively.

Current wording

Other expenses for the three months ended April 30, 2025, and 2024, represent interest expenses -related party of $0 and $10,989 for granted loans, interest expenses of $29,791 and $5,521 for banks borrowings and loan payable to third party, respectively.

Previous wording

Six Months Ended January 31, 2025, compared to the Six Months ended January 31,2024

Current wording

Nine Months Ended April 30, 2025, compared to the Nine Months ended April 30,2024

Previous wording

For the six months ended January 31, 2025, and 2024, we generated revenue from rent income of $55,271 and $19,768, respectively.

Current wording

For the nine months ended April 30, 2025, and 2024, we generated revenue from rent income of $90,232 and $35,645, respectively.

Previous wording

We had a net loss of $152,784 for the six months ended January 31, 2025, and $1,093,043 for the six months ended January 31, 2024. The decrease in net loss of $940,259 was due to an increase in operating expenses of $7,783 and a decrease in other expenses of $913,667 offset by an increase in revenue of $35,503.

Current wording

We had a net loss of $215,051 for the nine months ended April 30, 2025, and $1,174,411 for the nine months ended April 30, 2024. The decrease in net loss of $959,360 was due to a decrease in operating expenses of $5,515, other expenses of $900,386 and an increase in income tax of $1,128, offset by an increase in revenue of $54,587.

Previous wording

Operating expenses for the six months ended January 31, 2025, and 2024 were $157,232 and $149,449, respectively. For the six months ended January 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $90,101 and $117,754, general and administrative expenses of $21,916 and $14,355, depreciation expenses of $32,366 and $12,270, and cost of rental homes of $12,849 and $5,070 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, 2025, and 2024 were $224,669 and $230,184, respectively. For the nine months ended April 30, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $112,360 and $165,750, general and administrative expenses of $37,043 and $36,979, depreciation expenses of $50,317 and $20,890, and cost of rental homes of $24,949 and $6,565 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, 2025, and 2024, represent interest expenses -related party of $0 and $8,815 for granted loans, interest expenses of $29,774 and $3,789 for banks borrowings and loan payable to third party and impairment loss on investment of $0 and $947,500, respectively.

Current wording

Other expenses for the nine months ended April 30, 2025, and 2024, represent interest expenses -related party of $0 and $23,062 for granted loans, interest expenses of $79,486 and $9,310 for banks borrowings and loan payable to third party and impairment loss on investment of $0 and $947,500, respectively.

Previous wording

Income tax for three months ended January 31, 2025, is related to payment income tax of $1,128 for year ended July 31, 2024.

Current wording

Income tax for nine months ended April 30, 2025, is related to payment income tax of $1,128 for year ended July 31, 2024.

Previous wording

As of January 31, 2025, our current assets were $1,916,559 and our current liabilities were $523,946 which resulted in working capital of $1392,613. As of January 31, 2025, current assets were comprised of $17,349 in cash, $1,124 in accounts receivable, $1,875,367 in homes inventory for sales, compared to $20,245 in cash, $2,607 in accounts receivable, $1,613,005 in homes inventory for sales as of July 31,2024.

Current wording

As of April 30, 2025, our current assets were $1,975,564 and our current liabilities were $451,681 which resulted in working capital of $1,523,883. As of April 30, 2025, current assets were comprised of $15,813 in cash, $4,363 in accounts receivable, $21,593 in prepaid expenses, $1,933,795 in homes inventory for sales, compared to $20,245 in cash, $2,607 in accounts receivable, $1,613,005 in homes inventory for sales as of July 31, 2024.

Previous wording

As of January 31, 2025, current liabilities were comprised of $66,742 in accounts payable and accrued liabilities, $25,000 loan payable-current portion and $432,204 in bank borrowings, compared to $79,563 in accounts payable and accrued liabilities, $1,106,000 in due to related parties, $25,000 loan payable-current portion, $28,500 in loans payable -related party and $332,589 in bank borrowings as of July 31, 2024.

Current wording

As of April 30, 2025, current liabilities were comprised of $36,908 in accounts payable and accrued liabilities, $1,000 in rent deposit , $25,000 in loan payable current portion, $298,500 in due to related party and $90,273 in bank borrowings, compared to $79,563 in accounts payable and accrued liabilities, $1,106,000 in due to related parties, $25,000in loan payable-current portion, $28,500 in loans payable -related party and $332,589 in bank borrowings as of July 31, 2024.

Previous wording

We have not generated positive cash flows from operating activities. 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.

Current wording

We have not generated positive cash flows from operating activities. For the nine months ended April 30, 2025, net cash flows used in operating activities was $644,036, consisting of a net loss of $215,051, reduced by depreciation expenses of $50,317, amortization of debt discount of $9,257, rent deposit of $1,000, and increased by accounts payable and accrued liabilities of $42,655, prepaid expenses of $21,593, accounts receivable of $1,756 and homes inventory cost for sales of $423,555.

Previous wording

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

Current wording

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 and accounts receivable of $101.

Previous wording

During the six months ended January 31, 2025, and 2024, the Company used $153,435 and $392,554 for payments of construction expenses and $13,000 and $0 for acquisition one RV travel trailer, respectively.

Current wording

During the nine months ended April 30, 2025, and 2024, the Company used $356,535 and $657,754 for payments of construction expenses, $89,868 and $0 for acquisition of one RV travel trailer and one land in Gadsden, respectively.

Previous wording

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 loans payable -related party of $28,500, bank borrowings of $4,567 and $225,000 to related parties.

Current wording

During the nine months ended April 30, 2025, the Company received advances from a related party of $1,249,200, bank borrowings of $575,690 and repaid loans payable -related party of $28,500, bank borrowings of $369,683 and $340,700 to related parties.

Previous wording

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

Current wording

During the nine months ended April 30, 2024, the Company received advances from related parties of $682,700, bank borrowings of $413,061, and repaid $395,811 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, 2025, we incurred net loss of $152,784 and net cash used in operating activities of $415,348. As of January 31, 2025, we had an accumulated deficit of $2,172,616 and working capital of $1,392,613. 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 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, 2025, we incurred net loss of $215,051 and net cash used in operating activities of $644,036. As of April 30, 2025, we had an accumulated deficit of $2,234,659 and working capital of $1,523,883. 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 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

As of January 31, 2025, and July 31, 2024, and for six months ended January 31, 2025, and 2024, customer concentrations (more than 10%) were as follows:

Current wording

As of April 30, 2025, and July 31, 2024, and for nine months ended April 30, 2025, and 2024, customer concentrations (more than 10%) were as follows:

Previous wording

The rental properties are managed by a management company, therefore 100% of accounts receivable is related to one customer on January 31, 2025 and July 31, 2024.

Current wording

The rental properties are managed by a management company, therefore 100% of accounts receivable of $4,363 and $2,607 is related to one customer on April 30, 2025, and July 31, 2024, respectively.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Income tax for six months ended January 31, 2025, is related to payment income tax of $1,128 for year ended July 31, 2024.