Quarterly Report for Quarter Ending October 31, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

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.

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.

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.

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.

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.

Sales of Subsidiaries

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.

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Asset Acquisition

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.

Overview of Continuing Operations

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.

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.

Active Business Plan and Development Activities

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:

	·	Completing the acquisition of the Glencoe property as the foundation for the Company's multifamily development pipeline;
	·	Submitted the plan and loan documents to local banks to secure a construction loan for the project;
	·	Filed the 4 acres for rezoning with the city to reclassify the land from commercial to residential property;
	·	Initiating development planning for Phase I, including engagement with architects, engineers, and construction partners;
	·	Beginning preliminary due diligence and feasibility work regarding additional phases of development; and
	·	Continuing corporate administration, accounting, regulatory compliance, and related operating functions necessary to support ongoing development activity.

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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.

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.

Liquidity and Capital Resources

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.

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.

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.

Related Party Transactions

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.

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.

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.

Going Forward

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.

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.

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Results of Operations

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.

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.

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.

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.

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:

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

		Three Months Ended
		October 31,
		2025				2024				Change
Revenue		$	-			$	-			$	-
Operating expenses			32,137				37,817				(5,680	)
Loss from continuing operations			32,137				37,817				(5,680	)
Loss from discontinued operations			-				36,668				(36,668	)
Loss from discontinued operations, net of tax			-				36,668				(36,668	)
Net loss		$	32,137			$	74,485			$	(42,348	)

Continued Operations

During the three months ended October 31, 2025, and 2024, we did not generate revenue from continuing operations activities.

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.

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.

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Discontinued Operations

		Three Months Ended
		October 31,
		2025				2024				Change
Revenue		$	-			$	25,528			$	25,528
Operating expenses			-				42,275				(42,275	)
Other expenses			-				19,921				(19,921	)
Net loss from discontinued operations			-				36,668				(36,668	)

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

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.

Discontinued other expenses for the three months ended October 31, 2024, represent interest expenses of $19,921 for banks borrowing and third-party loan,

Balance Sheet Data

		October 31,				July 31,
		2025				2025				Change
Cash		$	2,099			$	2,189			$	(90	)
Working capital (deficiency)		$	(27,668	)		$	4,469			$	(32,137	)
Total current assets		$	25,832			$	42,812			$	(16,980	)
Total current liabilities		$	53,500			$	38,343			$	15,157
Stockholders' Equity (Deficit)		$	(27,668	)		$	4,469			$	(32,137	)

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.

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.

Cash Flow Data

Consolidated Cash Flow

		Three Months Ended
		October 31,
		2025				2024				Change
Cash used in operating activities		$	(90	)		$	(159,601	)		$	159,511
Cash used in investing activities		$	-			$	(153,435	)		$	153,435
Cash provided by financing activities		$	-			$	307,960			$	(307,960	)
Net change in cash during period		$	(90	)		$	(5,076	)		$	4,986

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Cash Flow from Continuing Operations

		Three Months Ended
		October 31,
		2025				2024				Change
Cash used in operating activities		$	(90	)		$	(91	)			1
Net change in cash during period		$	(90	)		$	(91	)			1

Cash Flow from Discontinued Operations

		Three Months Ended
		October 31,
		2025				2024				Change
Cash used in operating activities		$	-			$	(159,510	)			159,510
Cash used in investing activities		$	-			$	(153,435	)			153,435
Cash provided by financing activities		$	-			$	307,960				(307,960	)
Net change in cash during period		$	-			$	(4,985	)			4,985

Cash Flows from Operating Activities

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.

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.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

During the three months ended October 31,2025, the Company did not used in or provided by financing activities.

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.

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Trends and Uncertainties

The Company faces several known trends and uncertainties that may materially affect its financial condition and operating performance. These include:

	·	the Company's dependence on external and related-party financing to fund operations and development activities;
	·	the risk of default under the related-party promissory note if construction does not begin within the required timeframe;
	·	the absence of current revenues and the uncertainty of generating future revenues until development activities commence;
	·	uncertainties in construction timelines and costs, including the availability of contractors and materials;
	·	reliance on a single development project, which exposes the Company to project-specific risks;
	·	potential market, interest rate, and permitting risks affecting the feasibility and timing of construction; and
	·	the impact of the Company's working capital deficit, which raises substantial doubt about its ability to continue as a going concern.

These factors may continue to affect liquidity and operating performance unless and until the Company secures sufficient financing and begins revenue-generating activities.

Going Concern

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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

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.

Commitments and Contingencies

The Company follows ASC 450-20, "Loss Contingencies", to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.

Recent Accounting Pronouncements

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.

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