My City Builders, Inc.

Previous wording

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 wording

My City Builders, Inc. (the “Company”) is a Nevada corporation originally incorporated on October 26, 2010, under the name Oconn Industries Corp. The Company subsequently changed its name to Diamante Minerals, Inc. on March 11, 2014, to iMine Corporation on March 20, 2018, and to My City Builders, Inc. on January 31, 2023.

Previous wording

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 wording

In July 2022, the Company acquired RAC Real Estate Acquisition Corp. (“RAC”), a Wyoming corporation. RAC became a wholly owned subsidiary of the Company and was intended to serve as the Company’s operating entity for real estate development activities.

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 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.

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 as of the date of the transaction, received a cash distribution in the total amount of $35,623.44, which equals 1.5% of the total purchase amount. During the year ended July 31, 2025, pursuant to Share Purchase Agreement dated July 8, 2025, the Company recognized the loss on sale of subsidiaries of $230,730.

Previous wording

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 wording

On October 31, 2025, the Company entered into an Asset Purchase Agreement with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns 98.5% of the current issued and outstanding shares of the Company. As a result of the Agreement, the Company acquired 4 acres of land in Glencoe, Alabama in exchange for a secured promissory note with the LLC in the amount of $350,000. The promissory note has a 3-year term and carries an interest rate of 9.5% per annum. The principal and interest are due at the conclusion of the 3-year term on October 30, 2028. The Company intends to construct up to 25 multi-family units in three phases starting with an 8-unit multi-family duplex development on the property as phase one. Per the terms of the agreement, if construction of the duplex development on the Property does not begin within one year of the date of the agreement, that will be considered an Event of Default, as defined in the Note, which may result in either: (i) the entire principal balance of the Note and all accrued and unpaid interest and costs would immediately become due and payable or (ii) the Company would be required to return ownership of the Property to the LLC. On December 16, 2025, the City of Glencoe approved the rezoning of land.

Previous wording

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 wording

During the six months ended January 31, 2026, the Company continued to pursue its operating strategy of acquiring, developing, and preparing real estate for future construction of multifamily housing. As disclosed above (Asset Acquisition), the Company acquired four acres of land in Glencoe, Alabama, valued at $350,000, for the purpose of developing up to 25 multifamily housing units across multiple phases, beginning with an 8-unit duplex development in Phase I. This property represents the Company’s primary operating asset and is integral to its long-term revenue strategy.

Previous wording

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 wording

The Company is actively engaged in development planning, including preliminary site design, project phasing, contractor coordination, and budgeting activity necessary to commence construction within the time frames required under the secured promissory note issued for the acquisition. Management expects construction efforts for Phase I to begin prior to July 31, 2026, consistent with the development schedule tied to the land acquisition. On December 16,2025, the City of Glencoe approved the rezoning of land.

Previous wording

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 wording

These operating activities generated $94,244 of operating expenses during the six months ended January 31,2026, a level of activity that reflects the Company’s current stage of development operations rather than dormant or nominal activity.

Previous wording

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 wording

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.

Previous wording

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 wording

The Company continues to have limited cash resources and a working capital deficit, and it does not currently generate revenues from operations. Management estimates that the Company will require approximately $125,000 over the next twelve months for legal, accounting, audit, and general corporate expenses. As of January 31, 2026, the Company had a working capital deficit of approximately $7,275. The Company’s ability to meet its obligations as they become due is dependent upon raising additional capital or obtaining financing.

Previous wording

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 wording

During the prior fiscal year, the Company completed the sale of its former operating subsidiary, which had historically generated substantially all revenues and held the majority of the Company’s operating assets. As a result, the Company has no revenues from continuing operations for the six months ended January 31, 2026, and its operating results differ materially from prior-period presentations.

Previous 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:

Current wording

Our operating results for the six months ended January 31, 2026, and 2025, and the changes between those periods for the respective items are summarized as follows:

Previous wording

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

Current wording

Three Months Ended January 31, 2026, compared to the Three Months ended January 31,2025

Previous 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.

Current wording

We had a net loss from continuing operations of $62,107 for the three months ended January 31, 2026, and $40,570 for the three months ended January 31, 2025. The increase in net loss of $21,537 was due to an increase in operating expenses of $14,168, other expenses of $8,497 offset by a decrease in income tax of $1,128.

Previous 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.

Current wording

Continuing operating expenses for the three months ended January 31, 2026, and 2025 were $53,610 and $39,442, respectively. For the three months ended January 31, 2026, and 2025, the operating expenses were primarily attributed to professional fees of $52,149 and $38,854 and general and administrative expenses of $1,461 and $588, respectively.

Previous wording

For the three months ended October 31, 2024, we generated discontinued revenue from rent income of $ 25,528.

Current wording

For the three months ended January 31, 2025, we generated discontinued revenue from rent income of $ 29,743.

Previous wording

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 wording

We had a net loss from discontinued operations of $37,729 for the three months ended January 31, 2025. Discontinued operating expenses for the three months ended January 31, 2025, were $37,698. For the three months ended January 31, 2025, the discontinued operating expenses were primarily attributed to cost of rental homes of $6,256, depreciation expenses of $17,415 and general and administrative expenses of $14,027.

Previous 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,

Current wording

Discontinued other expenses for the three months ended January 31, 2025, represent interest expenses of $29,774 for banks borrowing and third-party loan,

Previous 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.

Current wording

As of January 31, 2026, our current assets were $49,286 and our current liabilities were $56,561 which resulted in working capital deficiency of $7,275. As of January 31, 2026, current assets were comprised of $14,823 in cash and $34,463 in due from related party, compared to $2,189 in cash, $5,000 in prepaid expenses and $35,623 in due from related party as of July 31, 2025.

Previous wording

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 wording

As of January 31, 2026, current liabilities were comprised of $17,907 in accounts payable and accrued liabilities, $25,764 in dividends payable and $12,890 due to related party, compared to $2,720 in accounts payable, $35,623 in dividends payable, as of July 31, 2025.

Previous wording

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.

Current wording

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2026, net cash used in operating activities was $39,767. This consisted primarily of a net loss of $94,244 partially offset by changes in working capital, including increases in accounts payable and accrued liabilities of $15,187 and due to related parties of $34,290.

Previous 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.

Current wording

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.

Previous wording

During the three months ended October 31, 2025, and 2024, the Company used $0 and $153,435 for payments of construction expenses, respectively.

Current wording

During the six months ended January 31, 2026, and 2025, the Company used $0 and $267,015 for payments of construction expenses, respectively.

Previous 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.

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

Previous 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.

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. These conditions are also described in Note 3 to the condensed financial statements. During the six months ended January 31, 2026, we incurred net loss of $94,244 and net cash used in operating activities of $39,767. As of January 31, 2026, we had an accumulated deficit of $4,987,576 and working capital deficiency of $7,275. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to raise necessary funding through equity and debt financing arrangements, which may be insufficient to fund its capital expenditure, working capital and other cash requirements. The ability of the Company is dependent upon, among other things, obtaining financing to continue operations and continue developing the business plan. The Company cannot give any assurance as to the ability to develop or operate profitably. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous wording

Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates.

Current wording

Use of Estimates: The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses, including the valuation of non-cash transactions. Actual results may differ from these estimates. The Company’s most significant accounting policies relate to the capitalization and valuation of real estate development assets, accounting for related-party transactions, and the evaluation of going concern considerations. These policies require management to make judgments and estimates that may materially affect reported financial results.

Previous wording

The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.

Current wording

The Company has implemented all new pronouncements that are in effect and that may impact on its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.