My City Builders, Inc.
For the period ended Oct 31, 2025. Filed Dec 15, 2025.
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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.
Oct 31, 2025 · Filed Dec 15, 2025
MYCBStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-15.
0001640334-25-002321
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 75 previous paragraphs and 72 current paragraphs.
17 unchanged; 14 reworded; 40 added; 44 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 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 (40)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Sales of Subsidiaries
Current report
Asset Acquisition
Current report
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 by 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.
Current report
Overview of Continuing Operations
Current report
During the three months ended October 31, 2025, 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.
Current report
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 October 31, 2026, consistent with the development schedule tied to the land acquisition.
Current report
Active Business Plan and Development Activities
Current report
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:
Current report
These operating activities generated $32,137 of operating expenses during the three months ended October 31,2025, a level of activity that reflects the Company’s current stage of development operations rather than dormant or nominal activity.
Current report
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. As such, management of the Company does not believe it falls within the definition of a “shell company” under Rule 405 of the Securities Act.
Current report
Liquidity and Capital Resources
Current report
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.
Current report
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.
Current report
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.
Current report
Related Party Transactions
Current report
The Company’s financial condition and liquidity are significantly affected by transactions with related parties. The acquisition of the Glencoe property in 2024 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.
Current report
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.
Current report
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.
Current report
Going Forward
Current report
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.
Current report
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.
Current report
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 three months ended October 31, 2025, and its operating results differ materially from prior-period presentations.
Current report
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.
Current report
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.
Current report
Continued Operations
Current report
During the three months ended October 31, 2025, and 2024, we did not generate revenue from continuing operations activities.
Current report
Discontinued Operations
Current report
We had a net loss from discontinued operations of $36,668 for the three months ended October 31, 2024. Discontinued operating expenses for the three months ended October 31, 2024, were $42,275. For the three months ended October 31, 2024, the discontinued operating expenses were primarily attributed to professional fees of $13,520 and general and administrative expenses of $7,211.
Current report
As of October 31, 2025, current liabilities were comprised of $17,877 in accounts payable, $35,623 in dividends payable, compared to $2,720 in accounts payable, $35,623 in dividends payable, as of July 31, 2025.
Current report
Consolidated Cash Flow
Current report
Cash Flow from Continuing Operations
Current report
Cash Flow from Discontinued Operations
Current report
During the three months ended October 31,2025, the Company did not used in or provided by financing activities.
Current report
Trends and Uncertainties
Current report
The Company faces several known trends and uncertainties that may materially affect its financial condition and operating performance. These include:
Current report
These factors may continue to affect liquidity and operating performance unless and until the Company secures sufficient financing and begins revenue-generating activities.
Removed paragraphs (44)
Previous report
We were formerly classified as a shell company and have since transitioned into active operations following the acquisition of RAC Real Estate Acquisition Corp. ("RAC"). We no longer maintain the status of a shell company due to these developments.
Previous report
In July 2022, we acquired RAC, a Wyoming-based corporation, which is now a wholly owned subsidiary of the Company. Through RAC, the Company focuses on real estate transactions, particularly the acquisition, development, and sale or rental of low-income housing. Our investment approach is segmented into three primary areas:
Previous report
On January 31, 2023, the Company changed its corporate name to My City Builders, Inc., through the merger of the Company with its wholly owned subsidiary, My City Builders, Inc., a Nevada corporation (the “Subsidiary”). Pursuant to an agreement and plan of merger between the Company and the Subsidiary, the Subsidiary was merged with and into the Company and the Company’s name was changed to My City Builders, Inc. The only change to the Company’s articles of incorporation was the change of the Company’s corporate name. Pursuant to the Nevada Revised Statutes (NRS) 92A.180, the merger did not require stockholder approval. On April 26, 2023, FINRA notified the Company that their review of our corporate name change, disclosed in our 8-K filed on February 1, 2023, with the SEC, was complete and that the announcement of the merger, name and symbol change for the Company had been announced on their Daily List on April 26, 2023. The corporate action took effect at the open of business on April 27, 2023, in the open market. As a result of this corporate action the Company’s trading symbol is now MYCB.
Previous report
On October 4, 2022, the Company, through RAC, entered into a Limited Liability Company Agreement with Fix Pads Holdings, LLC ("Fix Pads"). As a result of the agreement, RAC and Fix Pads formed a limited liability company called RAC FIXPADS II, LLC (“LLC”), incorporated in the state of Delaware. The LLC has two members, RAC and Fix Pads, both providing an initial contribution to the LLC of $1,000 in exchange for a 50% membership interest represented by an issuance of 1,000 Units of the LLC to each party. Each member is entitled to one vote per member. The LLC is managed by a manager, Fix Pads. The agreement provides that additional capital contributions of the members will be made to the LLC as follows: (i) Fix Pads will transfer and assign all rights to and incidents of ownership for up to 60 residential properties it has title, or will have title, to the LLC, as set forth in the agreement; and (ii) RAC will make additional cash contributions to the capital of the LLC, up to a maximum of $5,214,000, on such dates and in such amounts as requested by the LLC, in the manner set forth in the agreement. From the sale of each property by the LLC, the Company shall receive $13,000 and the average additional cash capital contribution per property. During the years ended July 31, 2024, and 2023, the Company invested $0 and $2,679,500 and recognized impairment loss of $ 947,500 and $1,732,000, respectively.
Previous report
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.
Previous report
On July 22, 2022, the Company received a promissory note, in the principal amount of $672,960 from, and entered into a Loan Agreement dated July 18, 2022, with, Fix Pads Holdings, LLC. The note had a 12% interest rate per annum payable of $672,960. Consideration for the note was paid in part by the Company in the amount of $328,626, net of prepayment interest and in part by a third-party investor in the amount of $328,626. On August 18, 2022, the Company issued a promissory note of $358,620. The note had a 12% interest rate per annum payable of $358,620 and was due on August 1, 2023. Consideration for the note was paid in part by the Company in the amount of $175,007, net of prepayment interest and in part by a third-party investor in the amount of $175,007.
Previous report
During the year ended July 31, 2023, the Company collected principal of $444,325 and interest of $67,457, of which principal of $157,105 and interest of $28,133 (totaling $185,238) were collected on behalf of a third-party investor and recorded as accrued liabilities as of July 31, 2023. On July 23, 2024, the Company repaid outstanding due of $185,238.
Previous report
On July 7, 2023, RAC filed an ongoing lawsuit with Fix Pad Holdings, therefore, no further interest income was recognized. During the years ended July 31, 2024, and 2023, the Company recorded interest income of $0 and $49,187, respectively.
Previous report
On May 19, 2023, RAC filed a complaint for breach of two promissory notes entered into with Fix Pads Holdings, LLC and for injunctive relief in the 11 th Judicial Circuit Court in Miami-Dade County Florida, as well as an emergency motion for temporary injunction enjoining Fix Pads Holdings, LLC from selling, transferring, conveying or otherwise disposing of any real property assets pledged as collateral in relation to the two promissory notes entered into between RAC and Fix Pads. In addition to the injunctive relief sought above, RAC is also seeking damages for breach of the promissory notes. After RAC filed and served the lawsuit, Fix Pads removed the lawsuit to the United States District Court for the Southern District of Florida on May 24, 2023. As such, the case is now proceeding in the Southern District of Florida. RAC has obtained temporary injunctive relief against Fix Pads.
Previous report
On July 7, 2023, RAC filed a complaint for appointment of receiver, breach of Limited Liability Company Agreement, and breach of fiduciary duty in the 11 th Judicial Circuit Court of Miami-Dade County, Florida against Fix Pads Holdings LLC, FixPads Management, LLC and RAC FixPads II, LLC. RAC seeks a receiver to be appointed to wind up the real property assets of RAC FixPads II, LLC and for damages for breach of the joint venture agreement.
Previous report
In June 2024, the parties entered into two settlement agreements, which FixPads Holdings LLC and the other Defendants agreed to transfer the title of 44 properties to the Company.
Previous report
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 report
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 report
On April 25, 2024, RAC finalized the purchase of two additional lots in Gadsden, Alabama bringing the total properties owned in East Gadsden to twenty-two. This decision stemmed from the ongoing construction of three homes by RAC on the same street, slated for completion. With the aim of bolstering rental demand, RAC has started construction on these newly acquired lots. 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.
Previous report
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 report
On October 18, 2024, RAC finalized the purchase of one home in Laurel Mississippi in amount of $8,021. The Company plans to renovate the home and to sell it.
Previous report
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 report
On January 22, 2025, and January 17, 2024, the Company’s Board of Directors approved the settlement of $ 1,716,000 and $2,850,000 due to one related party in exchange for an issuance of 4,290,000 and 11,400,000 shares of common stock, respectively. The Company valued the issuance of 4,290,000 and 11,400,000 shares of common stock at market price of $0.35 and $0.20 per share on settlement date and recognized gain of $214,500 and $570,000, respectively. The gain on settlement of debts to related party was added in additional paid in capital.
Previous report
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 report
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 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.
Previous 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.
Previous report
Nine Months Ended April 30, 2025, compared to the Nine Months ended April 30,2024
Previous report
For the nine months ended April 30, 2025, and 2024, we generated revenue from rent income of $90,232 and $35,645, respectively.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
Revenue Recognition
Previous report
The Company recognizes revenue in accordance with Topic 606, which requires the Company to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606:
Previous report
Rental income
Previous report
The Company generated rental income from operating leases, which is accounted for under ASC 842. Operating lease revenue is generally recognized on straight-line basis over the terms of the lease agreements.
Previous report
Cost of rental homes
Previous report
The cost of rental homes are expenses directly related to rental homes, such as lawncare, maintenance and repairs, management fees, utilities, insurance and property taxes.
Previous report
Nonmonetary Transactions
Previous report
The Company follows ASC 450, “Non-Monetary Transactions” and considers ASC 450-30 “Contingencies”, to report accounting for recognition homes inventory for sales and nonmonetary gain on settlement of lawsuit.
Previous report
Concentration
Showing the first 40 of 44 passages. Open the source sections for the rest.
Reworded paragraphs (14)
Previous wording
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 RAC was terminated and Mr. Colvard transferred his 1% and withdrew as a member and manager of the LLC.
Current wording
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.
Previous wording
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 wording
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 receive 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 the share purchase agreement dated July 8, 2025, the Company recognized discontinued operations regarding disposal of two entities of RAC Real Estate Acquisition Corp. and RAC Gadsden LLC. As result of discontinued operations, the Company recognized loss from discontinued operations of $162,513 and loss on disposal of two entities of $230,730.
Previous 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.
Current wording
The following summary of our results of operations should be read in conjunction with our unaudited condensed financial statements for the period ended October 31, 2025, which are included herein.
Previous 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:
Current wording
Our operating results for the three months ended October 31, 2025, and 2024, and the changes between those periods for the respective items are summarized as follows:
Previous wording
Three Months Ended April 30, 2025, compared to the Three Months ended April 30,2024
Current wording
Three Months Ended October 31, 2025, compared to the Three Months ended October 31,2024
Previous 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.
Current wording
We had a net loss from continuing operations of $32,137 for the three months ended October 31, 2025, and $37,817 for the three months ended October 31, 2024. The decrease in net loss of $5,680 was due to a decrease in operating expenses of $5,680.
Previous 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.
Current wording
Continuing operating expenses for the three months ended October 31, 2025, and 2024 were $32,137 and $37,817, respectively. For the three months ended October 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $30,547 and $37,727 and general and administrative expenses of $1,590 and $90, respectively.
Previous wording
For the three months ended April 30, 2025, and 2024, we generated revenue from rent income of $34,961 and $15,877, respectively.
Current wording
For the three months ended October 31, 2024, we generated discontinued revenue from rent income of $ 25,528.
Previous 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.
Current wording
Discontinued other expenses for the three months ended October 31, 2024, represent interest expenses of $19,921 for banks borrowing and third-party loan,
Previous 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.
Current wording
As of October 31, 2025, our current assets were $25,832 and our current liabilities were $53,500 which resulted in working capital deficiency of $27,668. As of October 31, 2025, current assets were comprised of $2,099 in cash, $11,000 in prepaid expenses, $12,733 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.
Previous 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.
Current wording
For the three months ended October 31, 2024, net cash flows used in operating activities was $159,601, consisting of a net loss of $74,485, reduced by depreciation expenses of $14,951, amortization of debt discount of $744, accounts receivable of $ 2,419 and increased by accounts payable and accrued liabilities of $31,956 and homes inventory cost for sales of $71,274.
Previous 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.
Current wording
During the three months ended October 31, 2025, and 2024, the Company used $0 and $153,435 for payments of construction expenses, respectively.
Previous 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.
Current wording
During the three months ended October 31, 2024, the Company received advance from a related party of $239,000, bank borrowings of $99,258 and repaid loans payable -related party of $28,500 and bank borrowings of $1,798.
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 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.
Current wording
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. During the three months ended October 31, 2025, we incurred net loss of $32,137 and net cash used in operating activities of $90. As of October 31, 2025, we had an accumulated deficit of $4,925,469 and working capital deficiency of $27,668. 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We have not generated positive cash flows from operating activities. For the three months ended October 31, 2025, net cash flows used in operating activities was $90, consisting of a net loss of $32,137, increased by prepaid expenses of $6,000 and reduced by accounts payable of $15,157 and due to related part of $22,890.