SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended January 31, 2026
	For the quarterly period ended April 30, 2026
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ________________

Commission file number: 000-55233

My City Builders, Inc.

(Exact name of registrant as specified in its charter)

Nevada

27-3816969

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 Biscayne Boulevard., Suite 1611, Miami Florida 33132

(Address of principal executive offices)

786-553-4006

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class: Common Stock, $0.001 par value

Trading Symbol: MYCB

Name of exchange on which registered: None (OTC Markets)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~March~~June 124, 2026, there were 17,926,686 shares of the issuer’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page No.
Part I: Financial Information	~~Part I: Financial Information~~
Item 1.	Financial Statements	~~F-1~~4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1112
Item 4.	Controls and Procedures	1113
Part II: Other Information	~~Part II: Other Information~~
Item 1.	Legal Proceedings	1314
Item 1A.	Risk Factors	1314
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1314
Item 3.	Defaults Upon Senior Securities	1314
Item 4.	Mine Safety Disclosures	1314
Item 5.	Other Information	1314
Item 6.	Exhibits	1415

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” “may,” “will,” “should,” “could,” “continue,” “potential,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as used in this report. Additionally, statements concerning future matters are forward-looking statements.

Forward-looking statements in this report include, among other things, statements regarding the Company’s plans to develop the Glencoe, Alabama property, its ability to obtain construction financing, its expectations regarding future capital raising activities, and its ability to generate revenues from future development activities.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from those discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences include, without limitation, the risks and uncertainties discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, and in our other filings with the Securities and Exchange Commission.

We file reports and other information with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC.

Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “My City Builders,” “we,” “us,” and “our” refer to My City Builders, Inc.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

My City Builders, Inc.

Index to Unaudited Interim Condensed Financial Statements

~~January~~April 3130, 2026

		Page
Condensed Balance Sheets as of January 31, 2026, and July 31, 2025 (Unaudited)		F-2
Condensed Balance Sheets as of April 30, 2026, and July 31, 2025 (Unaudited)		F-1
Condensed Statements of Operations for the three and six months ended January 31, 2026 and 2025 (Unaudited)		F-3
Condensed Statements of Operations for the three and nine months ended April 30, 2026, and 2025 (Unaudited)		F-2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended January 31, 2026, and 2025 (Unaudited)		F-4
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended April 30, 2026, and 2025 (Unaudited)		F-3
Condensed Statements of Cash Flows for the six months ended January 31, 2026, and 2025(Unaudited)		F-5
Condensed Statements of Cash Flows for the nine months ended April 30, 2026, and 2025(Unaudited)		F-4
Notes to Unaudited Condensed Financial Statements		F-65

~~F-1~~4 Table of Contents

My City Builders, Inc.

Condensed Balance Sheets

(Unaudited)

	January 31,			July 31,
	April 30,			July 31,
	2026			2025
ASSETS
Current Assets
Cash	$	142,~~823~~921		$	2,189
Prepaid expenses		-1,710			5,000
Due from related party		34,463			35,623
Total Current Assets		4939,~~286~~094			42,812
Land		350,000			-
TOTAL ASSETS	$	~~399~~389,~~286~~094		$	42,812
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	1726,~~907~~538		$	2,720
Due to related parties		1222,890			-
Dividends payable		2520,~~764~~206			35,623
Total Current Liabilities		5669,~~561~~634			38,343
Promissory note-related party		350,000			-
TOTAL LIABILITIES		~~406~~419,~~561~~634			38,343
Stockholders' Equity (Deficit)
Preferred stock: 10,000,000 authorized; $0.001 par value		-			-
Series A preferred stock 100,000 designated; $0.001 par value 100,000 shares issued and outstanding		100			100
Series A preferred stock 100,000 designated; $0.001 par value
Common stock: 300,000,000 authorized; $0.001 par value 17,926,686 shares and 16,276,686 shares issued and outstanding at January 31,2026 and July 31, 2025, respectively		17,927			16,277
100,000 shares issued and outstanding		100			100
Common stock: 300,000,000 authorized; $0.001 par value
17,926,686 shares and 16,276,686 shares issued and outstanding at April 30, 2026, and July 31, 2025, respectively		17,927			16,277
Additional paid in capital		4,962,274			4,881,424
Accumulated deficit		(45,~~987~~010,~~576~~841	)		(4,893,332	)
Total Stockholders' Equity (Deficit)		(730,~~275~~540	)		4,469
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	~~399~~389,~~286~~094		$	42,812

The accompanying notes are an integral part of these unaudited condensed financial statements

F-21 Table of Contents

My City Builders, Inc.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	January 31,						January 31,
	April 30,						April 30,
	2026			2025			2026			2025
Revenue	$	-		$	-		$	-		$	-
Operating expenses
General and administrative		~~1,461~~153			~~588~~1,591			3,~~051~~204			~~678~~2,269
Professional fees		5214,~~149~~892			3817,~~854~~943			8297,~~696~~588			7694,~~581~~524
Total operating expenses		5315,~~610~~045			3919,~~442~~534			85100,~~747~~792			7796,~~259~~793
Loss from continuing operations		(5315,~~610~~045	)		(3919,~~442~~534	)		(85100,~~747~~792	)		(7796,~~259~~793	)
Other income and expense
Interest expense - related party		(8,~~497~~220	)		-			(816,~~497~~717	)		-
Total other expense		(8,~~497~~220	)		-			(816,~~497~~717	)		-
Loss from continuing operations before income taxes		(6223,~~107~~265	)		(3919,~~442~~534	)		(94117,~~244~~509	)		(7796,~~259~~793	)
Income taxes		-			~~(1,128~~-	)		-			(1,128	)
Net Loss from continuing operations	$	(6223,~~107~~265	)	$	(4019,~~570~~534	)	$	(94117,~~244~~509	)	$	(7897,~~387~~921	)
Discontinued operations:
Loss from discontinued operations		-			(3742,~~729~~733	)		-			(74117,~~397~~130	)
Loss from discontinued operations, net of tax		-			(3742,~~729~~733	)	$	-		$	(74117,~~397~~130	)
Net Loss		(6223,~~107~~265	)		(7862,~~299~~267	)	$	(94117,~~244~~509	)	$	(~~152~~215,~~784~~051	)
Basic and diluted loss per share of common stock -discontinuing operations	$	-		$	(0.00	)	$	-		$	(0.01	)
Basic and diluted loss per share of common stock -continuing operations		(0.00	)		(0.00	)	$	(0.01	)	$	(0.01	)
Basic and diluted loss per share of common stock		(0.00	)		(0.0100	)	$	(0.01	)	$	(0.0102	)
Basic and diluted weighted average number of common shares outstanding		17,~~388~~926,~~643~~686			1216,~~452~~276,~~990~~686			1617,~~832~~189,~~664~~323			1213,~~219~~542,~~838~~400

The accompanying notes are an integral part of these unaudited condensed financial statements

F-32 Table of Contents

My City Builders, Inc.

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

For the Three and ~~Six~~Nine Months ended ~~January~~April 3130, 2026

	Series A								Additional					Total
	Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders
	Shares		Amount		Shares		Amount		Capital		Deficit			~~Equity (~~Deficit)
Balance - July 31, 2025		100,000	$	100		16,276,686	$	16,277	$	4,881,424	$	(4,893,332	)	$	4,469
Net loss		-		-		-		-		-		(32,137	)		(32,137	)
Balance - October 31, 2025		100,000	$	100		16,276,686		16,277		4,881,424		(4,925,469	)		(27,668	)
Issuance common stock for cash		-		-		1,650,000		1,650		80,850		-			82,500
Net loss		-		-		-		-		-		(62,107	)		(62,107	)
Balance - January 31, 2026		100,000	$	100		17,926,686	$	17,927	$	4,962,274	$	(4,987,576	)	$	(7,275	)
Net loss		-		-		-		-		-		(23,265	)		(23,265	)
Balance - April 30, 2026		100,000	$	100		17,926,686	$	17,927	$	4,962,274	$	(5,010,841	)	$	(30,540	)

For the Three and ~~Six~~Nine Months ended ~~January~~April 3130,2025

	Series A								Additional					Total			Non-
	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders			Non-controlling			Total Stockholders
	Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders			controlling			Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity			interest			Equity
Balance - July 31, 2024		100,000	$	100		11,986,686	$	11,987	$	3,169,714	$	(2,019,954	)	$	1,161,847		$	(167	)	$	1,161,680
Net loss		-		-		-		-		-		(74,440	)		(74,440	)		(45	)		(74,485	)
Balance - October 31, 2024		100,000		100		11,986,686		11,987		3,169,714		(2,094,394	)		1,087,407			(212	)		1,087,195
Common stock issued for settlement of debt-related party		-		-		4,290,000		4,290		1,711,710		-			1,716,000			-			1,716,000
Net loss		-		-		-		-		-		(78,222	)		(78,222	)		(77	)		(78,299	)
Balance - January 31, 2025		100,000	$	100		16,276,686	$	16,277	$	4,881,424	$	(2,172,616	)	$	2,725,185		$	(289	)	$	2,724,896
Net loss		-		-		-		-		-		(62,043	)		(62,043	)		(224	)		(62,267	)
Balance - April 30, 2025		100,000	$	100		16,276,686	$	16,277	$	4,881,424	$	(2,234,659	)	$	2,663,142		$	(513	)	$	2,662,629

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-43 Table of Contents

My City Builders, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Six Months Ended
	Nine Months Ended
	January 31,
	April 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(94117,~~244~~509	)	$	(~~152~~215,~~784~~051	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			3250,~~366~~317
Amortization of debt discount		-			19,~~489~~257
Changes in operating assets and liabilities:
Prepaid expenses		53,~~000~~290			(2221,~~719~~593	)
Accounts receivable		-			(1,~~483~~756	)
Accounts payable and accrued liabilities		1523,~~187~~818			(1242,~~821~~655	)
Homes inventory cost for sales		-			(262,362	)
Rent deposit payable		-			1,000
Due to related parties		34,290			-
Homes inventory cost for sales		-			(423,555	)
Net cash used in operating activities		(39,767	)		(415,348	)
Due from related party		1,160			-
Due to related party		33,130			-
Net cash used in operating activities		(56,111	)		(644,036	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for construction		-			(~~254~~356,~~015~~535	)
Purchases of property and equipment		-			(1389,~~000~~868	)
Net cash used in investing activities		-			(~~267~~446,~~015~~403	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowing		-			~~102~~575,~~534~~690
Repayment of bank borrowing		-			(4369,~~567~~683	)
Proceeds from common stock issuance		82,500			-
Repayment dividends payable		(915,~~859~~417	)		-
Repayment of loans payable - related party		-			(28,500	)
Advances from related parties		1020,000			~~835~~1,~~000~~249,200
Repayments to related parties		(30,240	)		(~~225~~340,~~000~~700	)
Net cash provided by financing activities		5256,~~401~~843			~~679~~1,~~467~~086,007
Net change in cash		~~12,634~~732			(24,~~896~~432	)
Cash, beginning of period		2,189			20,245
Cash, end of period	$	142,~~823~~921		$	1715,~~349~~813
Supplemental cash flow information
Cash paid for interest	$	-		$	5281,~~553~~213
Cash paid for taxes	$	-		$	1,128
Supplemental non-cash investing and financing activity:
Acquisition of land in exchange for related-party promissory note	$	350,000		$	-
Acquisition property in exchange with issuance promissory note -related party	$	350,000		$	-
Common stock issued for settlement of debt	$	-		$	1,716,000
Reclassified home inventory cost to property and equipment	$	-		$	102,765

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-54 Table of Contents

My City Builders, Inc.

Notes to Unaudited Condensed Financial Statements

~~January~~April 3130, 2026

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

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~~comprise 1.5% of the Company’s issued and outstanding shares as of the date of the transaction, ~~received~~are entitled to 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 Share Purchase Agreement dated July 8, 2025, the Company recognized the loss on sale of subsidiaries of $230,730.

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 Closing 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. On December 16,2025, the City of Glencoe approved the rezoning of land.

F-65 Table of Contents

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Interim Information

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. Notes to the unaudited interim condensed financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended July 31, 2025, have been omitted. These financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended July 31, 2025, included within the Company’s Annual Report on Form 10-K.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash and cash equivalent balances with financial institutions that exceed federally insured limits. We have not experienced any losses related to these balances, and we believe the credit risk to be minimal. The Company does not have any cash equivalents.

Fair Value Measurements

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

F-7 Table of Contents

FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measures its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

	·	Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

	·	Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	·	Level 3 - Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

Financial instruments, including cash, prepaid expenses, due from related party, accounts payable and accrued liabilities, dividends payable, are carried out at amortized cost. As of January 31, 2026, and July 31, 2025, the carrying amounts of financial instruments, approximated to their fair values due to the shortF-~~term~~6 ~~maturity~~Table of ~~these instruments.~~Contents

Financial instruments, including cash, prepaid expenses, due from related party, accounts payable and accrued liabilities, dividends payable, are carried out at amortized cost. As of April 30, 2026, and July 31, 2025, the carrying amounts of financial instruments, approximated to their fair values due to the short-term maturity of these instruments.

Discontinued Operations

The Company accounts for discontinued operations in accordance with ASC 205-20. A discontinued operation is a component of the Company that has been disposed of or classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Discontinued operations are reported separately on the net of taxes for all periods presented from continuing operations in the statements of income for all periods presented. Assets and liabilities of discontinued operations are presented separately for all periods presented in the balance sheets. The Company provides additional disclosures in the notes, including major classes of assets and liabilities, results of operations, and cash flows related to discontinued operations, unless otherwise indicated, the information in the notes to the financial statements refers only to the Company’s continuing operations.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. The Company’s property consists of approximately four acres of land in Glencoe, 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. As of ~~January~~April 3130, 2026, our property consists of land and was not depreciated.

Income Taxes

The Company provides income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets have been fully provided by the Company as of ~~January~~April 3130, 2026, and July 31, 2025, respectively.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company believes there were no uncertain tax positions as of ~~January~~April 3130, 2026, and July 31, 2025, respectively.

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Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and note payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash balance with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any party to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Loss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares to be issued taken into account the effect of dilutive instruments. As of ~~January~~April 3130, 2026, and July 31, 2025, there were 100,000 shares of series A preferred stock, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Related Parties and Transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC Topic 850, “Related Party Disclosures” and other relevant ASC standards.

Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Segments

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are in United States.

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~~In ~~Company~~November ~~has~~2024, ~~implemented~~the ~~all~~FASB ~~new~~issued ~~pronouncements~~ASU ~~that~~2024-03, Income ~~are~~Statement-Reporting inComprehensive ~~effect~~Income-Expense ~~and~~Disaggregation ~~that~~Disclosures ~~may~~(Subtopic ~~impact~~220-40): ~~its~~Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and ~~does~~annual ~~not~~basis. ~~believe~~ASU ~~that~~2024-03 ~~there~~is ~~are~~effective ~~any~~for ~~other~~fiscal ~~new~~years ~~accounting~~beginning ~~pronouncements~~after ~~that~~December ~~have~~15, ~~been~~2026, ~~issued~~and ~~that~~for ~~might~~interim ~~have~~periods abeginning ~~material~~after ~~impact~~December on15, ~~its~~2027, ~~financial~~with ~~statements~~early oradoption ~~results~~permitted. The Company is currently evaluating the impact of ~~operations~~adopting ASU 2024-03.

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In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

The Company has implemented all other issued accounting pronouncements that are in effect and that may impact on its 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 financial statements or results of operations.

NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying condensed financial statements have been prepared assuming that the Company 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~~nine months ended ~~January~~April 3130, 2026, the Company incurred a net loss of $94117,~~244.~~509 Asand ~~of January 31, 2026, the Company~~ had an accumulated deficit of $45,~~987~~010,~~576~~841 as of April 30, 2026. To continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to raise necessary funding through equity financing arrangements may be insufficient to fund its capital expenditure, working capital and other cash requirements for the year ended July 31, 2026. However, until the Company engages in an active business or makes an acquisition, the Company is likely to not be able to raise any significant debt or equity financing.

The ability of the Company is dependent upon, among other things, obtaining financing to commence operations and develop a business plan or making an acquisition. The Company cannot give any assurance as to its ability to develop or acquire a business or to operate profitably.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - – DISCONTINUED OPERATIONS

The disposition of RAC Real Estate Acquisition Corp. represented a strategic shift in the Company’s operations. Following the sale, the Company no longer operates rental real estate properties and instead intends to focus on the development of multifamily housing projects. Accordingly, the results of operations and cash flows of RAC have been presented as discontinued operations in the accompanying financial statements in accordance with ASC 205-20.

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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, which equals 1.5% of the total purchase amount.

The following is a summary of the assets and liabilities of the Company’s discontinued operations at ~~January~~April 3130, 2025:

	January 31,
	April 30,
	2025
Cash	$	1413,~~979~~534
Prepaid expenses		6,~~218~~592
Accounts receivable		14,~~124~~363
Homes inventory for sales		1,~~875~~933,~~367~~795
Total current assets from discontinued operations		1,~~897~~958,~~688~~284
Property and equipment, net		2,~~067~~332,~~841~~043
Total assets from discontinued operations	$	34,~~965~~290,~~529~~327
Accounts payable and accrued liabilities		5017,~~212~~136
Rent deposit payable		1,000
Loan payable - current portion		25,000
Due to My City Builders, Inc.		3,~~956~~941,~~204~~503
Bank borrowings - current portion, net		432,204
Due to related parties		298,500
Total current liabilities from discontinued operations		4,463,620
Bank borrowings - current portion, net		90,273
Bank borrowings, net		710,558
Total current liabilities from discontinued operations		4,373,412
Bank borrowings, net		1,168,297
Loan payable		25,000
Total liabilities from discontinued operations	$	5,~~199~~566,~~178~~709

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The following is a summary of discontinued operations for the three and ~~six~~nine months ended ~~January~~April 3130, 2025:

	Three Months Ended			~~Six~~Nine Months Ended
	January 31,			January 31,
	April 30,			April 30,
	2025			2025
Revenues
Rental income	$	2934,~~743~~961		$	5590,~~271~~232
Total revenues from discontinued operations		2934,~~743~~961			5590,~~271~~232
Operating expenses:
Cost of rental homes		612,~~256~~100			1224,~~849~~949
Depreciation		17,~~415~~951			3250,~~366~~317
General and administrative		1413,~~027~~536			2134,~~238~~774
Professional fees		-4,316			1317,~~520~~836
Total operating expenses from discontinued operations	$	3747,~~698~~903		$	79127,~~973~~876
Loss from discontinued operations		(712,~~955~~942	)		(2437,~~702~~644	)
Other income and expense:
Interest expense		(29,~~774~~791	)		(4979,~~695~~486	)
Total other expenses from discontinued operations	$	(29,774	)	$	(49,695	)
Total other expense from discontinued operations	$	(29,791	)	$	(79,486	)
Loss before income taxes		(3742,~~729~~733	)		(74117,~~397~~130	)
Income taxes		-			-
Loss from discontinued operation, net of tax	$	(3742,~~729~~733	)	$	(74117,~~397~~130	)

The following is a summary of discontinued cash flows for the ~~six~~nine months ended ~~January~~April 3130, 2025:

	Six Months Ended
	Nine Months Ended
	January 31,
	April 30,
	2025
Cash Flows from Discontinued Operating Activities:
Net (loss) income	$	(74,397	)
Net loss	$	(117,130	)
Adjustments to reconcile net loss to net cash used in discontinued operating activities:
Depreciation		3250,~~366~~317
Amortization of debt discount		19,~~489~~257
Prepaid expenses		(6,~~218~~592	)
Accounts receivable		(1,~~483~~756	)
Accounts payable and accrued liabilities		(1245,~~226~~302	)
Homes inventory cost for sales		(262,362	)
Rent deposit payable		1,000
Due to related parties		(141,825	)
Homes inventory cost for sales		(423,555	)
Net cash used in discontinued operating activities		(461,690	)
Due to related parties		(156,526	)
Net cash used in discontinued operating activities		(690,287	)
Cash Flows from Discontinued Investing Activities:
Payments for construction		(~~254~~356,~~015~~535	)
Purchases of property and equipment		(1389,~~000~~868	)
Net cash used in discontinued investing activities		(~~267~~446,~~015~~403	)
Cash Flows from Discontinued Financing Activities:
Proceeds from bank borrowing		~~102~~575,~~534~~690
Repayment of bank borrowing		(4369,~~567~~683	)
Repayment of loans payable - related party		(28,500	)
Advances from related parties		~~835~~1,~~000~~249,200
Repayments to related parties		(~~178~~294,~~478~~178	)
Net cash provided by discontinued financing activities		~~725~~1,~~989~~132,529
Net change in cash		(24,~~716~~161	)
Cash, beginning of period		17,695
Cash, end of period	$	1413,~~979~~534
Supplemental cash flow information
Cash paid for interest	$	5281,~~553~~213
Cash paid for taxes	$	-
Supplemental disclosure of non-cash financing activity
Common stock issued for settlement of debt-related party	$	1,716,000
Reclassified home inventory cost to property and equipment	$	102,765

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NOTE 5 - LAND

As of ~~January~~April 3130, 2026, and July 31, 2025, ~~property~~land ~~and equipment~~ consist of as follows;

	January 31,		July 31,
	April 30,		July 31,
	2026		2025
Land	$	350,000	$	-
	$	350,000	$	-

On October 31, 2025, the Company acquired 4 acres of land in Glencoe, Alabama. 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. The land is restricted and secured against the promissory note of $350,000 (Note 7). On December 16, 2025 the City of Glencoe approved the rezoning of land.

NOTE 6 - – DUE FROM RELATED PARTY

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. RAC Merger is owned by certain shareholders, officers and directors of the Company or its wholly owned subsidiary, RAC Real Estate Acquisition Corp. During the year ended July 31, 2025, RAC Merger as a majority shareholder of the Company, was paid a part of purchase price in the form of the property it received which ~~equalled~~equaled the amount $2,339,273. During the ~~six~~nine months ended ~~January~~April 3130, 2026, RAC Merger advanced to the Company an amount of $1,160 by paying for operating expenses on behalf of the Company. As of ~~January~~April 3130, 2026, and July 31, 2025, RAC Merger owed to the Company$34,463 and $35,623, which is payable as a dividend to the remaining minority shareholders of the Company, respectively.

FNOTE 7 -12 ~~Table~~PROMISSORY ofNOTE-RELATED ~~Contents~~PARTY

NOTE 7 – PROMISSORY NOTE-RELATED PARTY

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.

As security for all of the ~~obligation~~obligations, the Company granted to noteholder a continuing security interest in and lien on the collateral of the land acquired ( Note 5).

As of ~~January~~April 3130, 2026, the Company had principal due of $350,000 and accrued interest of $16,717.

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NOTE 8 - RELATED PARTY TRANSACTIONS

RAC Merger LLC is the Company’s majority shareholder and owns approximately 98.5% of the Company’s outstanding common stock. RAC Merger LLC also owns 100% of RAC Real Estate Acquisition Corp., which previously operated as a subsidiary of the Company prior to its sale on July 8, 2025. Accordingly, transactions between the Company, RAC Merger LLC, and RAC Gadsden, LLC are considered related-party transactions.

During ~~the~~nine ~~six~~ months ended ~~January~~April 3130, 2025, ~~the~~one ~~Company’s~~ related ~~parties~~party ~~advanced~~obtained $~~835~~489,~~000.~~400 ~~The~~loans ~~advances~~from ~~are~~the ~~unsecured,~~bank ~~payable~~with ~~during~~collateral ~~the period~~ of ~~five~~four tohomes. ~~ten~~The ~~months~~cash ~~with~~proceeds ~~interest~~from ofmortgage awere ~~range~~utilized ~~from~~for ~~12%~~settlement toof ~~24%~~four ~~annual. During~~ the ~~six~~Company’s ~~months~~line ~~ended~~of ~~January~~credits 31of $353,~~2025,~~099 and the ~~Company~~net ~~settled~~balance ~~unpaid~~of ~~due~~$136,301 after ~~to related party. During~~ the ~~six~~closing ~~months~~cost ~~ended~~of ~~January 31~~$17,333 transferred ~~2025,~~to the Company’s ~~recognized~~bank ~~and paid interest expenses of $0~~account.

During the ~~six~~nine months ended ~~January~~April 3130, 2025, the Company’s ~~Board~~related ofparty ~~Directors~~advanced ~~approved~~$1,249,200 and the ~~settlement~~Company repaid due of $1340,~~716,000 due~~699. toThe ~~one~~advances ~~related~~are ~~party~~unsecured, ~~(including~~payable ~~$835,000~~during ~~advanced~~the ~~described~~period ~~above)~~of infive ~~exchange~~to ~~for~~ten anmonths ~~issuance~~with interest of a range from 412% to 24% annual. During the nine months ended April 30,~~290~~ 2025,~~000 shares~~ ofthe ~~common~~Company ~~stock~~recognized and paid interest expenses of $0.

During the ~~six~~nine months ended ~~January~~April 3130, ~~2026 and~~ 2025, the Company’s ~~related~~Board ~~parties~~of ~~advanced~~Directors toapproved the ~~Company~~settlement ~~an amount~~ of $331,~~130 and $0~~716,000 bydue ~~paying~~to ~~for~~a ~~operating~~related ~~expenses~~party onin ~~behalf~~exchange offor ~~the~~an ~~Company,~~issuance ~~respectively. The advances are unsecured~~of 4,290,000 shares ~~non-interest-bearing~~of ~~and~~common ~~due on demand and have not been formalized by a promissory note~~stock.

During the ~~six~~nine months ended ~~January~~April 3130, 2026, and 2025, the Company’s related parties advanced to the Company an amount of $1033,~~000~~130 and $0 toby ~~the~~paying ~~Company,~~for ~~and~~operating expenses on behalf of the Company ~~repaid $30~~,~~240 and~~ ~~$225,000,~~ respectively. The advances are unsecured, non-interest-bearing and due on demand and ~~non-interest~~have ~~bearing~~not been formalized by a promissory note.

During the nine months ended April 30, 2026, and 2025, the Company’s related parties advanced $20,000 and $0 to the Company, and the Company repaid $30,240 and $0, respectively. The advances are unsecure, due on demand and non-interest bearing.

As of ~~January~~April 3130, 2026, and July 31, 2025, the Company had due to related parties of $1222,890 and $0, respectively.

NOTE 9 - EQUITY

Authorized Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock at par value of $0.001 per share.

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Series A Preferred stock

The Company has designated 100,000 shares of preferred stock at par value of $0.001 per share.

	·	The Series A Preferred Shares share in any dividends pari passu with the holders of common stock;

	·	The Series A Preferred Shares have a liquidation preference equal to $10.00 per share;

	·	Each share of Series A Preferred Stock entitles the holder to 10 votes on any matter presented to the holders of the Common Stock:

	·	The Series A Preferred Shares have the right to convert into shares of Common Stock at a 25% discount to the next financing of $1,000,000 or more, subject to adjustment for stock splits or combinations, dividends and distributions of Common Shares, reorganizations, mergers or consolidations, or for issuance of shares of common stock below the conversion price:

	·	The Company has no right to redeem the shares; and

AsF-13 ofTable ~~January 31, 2026, and July 31, 2025, the Company had 100,000 shares~~ of ~~preferred~~ ~~stock issued and outstanding.~~Contents

As of April 30, 2026, and July 31, 2025, the Company had 100,000 shares of preferred stock issued and outstanding.

Authorized Common Stock

The Company has authorized 300,000,000 shares of common stock at par value of $0.001 per share. Each share of common stock entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

As of ~~January~~April 3130, 2026, and ~~2024~~July 31, 2025, the Company had no options and warrants outstanding.

During the ~~six~~nine months ended ~~January~~April 3130, 2025, the Company issued 4,290,000 shares for the settlement due to a related party of $1,716,000.

On November 22, 2025, the Board of Directors authorized a private offering of the Company’s common stock pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933. The offering closed on December 1, 2025, resulting in issuance of 1,650,000 shares of common stock to two accredited investors for gross proceeds of $82,500 in cash.

As of ~~January~~April 3130, 2026, and July 31, 2025, the Company had 17,926,686 shares and 16,276,686 shares of common stock issued and outstanding, respectively.

Dividend

On July 8, 2025, the Company declared a dividend totaling $2,374,896 to its shareholders. The dividend was satisfied primarily through the transfer of 100% of the shares of RAC Real Estate Acquisition Corp. to RAC Merger LLC, which owned approximately 98.5% of the Company’s outstanding shares at the time. The remaining minority shareholders ~~received~~are entitled to receive a cash ~~totaling~~distribution in the total amount of $35,623. As of ~~January~~April 3130, 2026, the remaining unpaid dividend obligation totaled $2520,~~764~~206.

NOTE 10 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

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Table of Contents

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

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include statements regarding the Company’s plans to develop its Glencoe, Alabama property, its ability to obtain financing, and its expectations regarding future development activities and revenues.

Overview

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.

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.

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 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.

As a result of the sale of RAC Real Estate Acquisition Corp., the Company no longer owns the operating assets previously held by that subsidiary and currently does not generate revenues from operations. Management is pursuing a new business strategy focused on the development of multifamily housing on the Glencoe, Alabama property described below.

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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 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.

4 Table of Contents

Overview of Continuing Operations

During the ~~six~~nine months ended ~~January~~April 3130, 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.

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.

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.

These operating activities generated $94100,~~244~~792 of operating expenses during the ~~six~~nine months ended ~~January~~April 3130,2026, 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.

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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. As of ~~January~~April 3130, 2026, the Company had a working capital deficit of approximately $730,~~275~~540. The Company’s ability to meet its obligations as they become due is dependent upon raising additional capital or obtaining financing.

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.

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92,

The Company’s financial condition and liquidity are significantly affected by transactions with related parties. The acquisition of the Glencoe property in 2025 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.

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 ~~six~~nine months ended ~~January~~April 3130, 2026, 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 January 31, 2026, which are included herein.

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:

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

	Three Months Ended
	January 31,
	2026		2025		Change
Revenue	$	-	$	-	$	-
Operating expenses		53,610		39,442		14,168
Other expenses		8,497		-		8,497
Income tax		-		1,128		(1,128	)
Loss from continuing operations		62,107		40,570		21,537
Loss from discontinued operations		-		37,729		(37,729	)
Loss from discontinued operations, net of tax		-		37,729		(37,729	)
Net loss	$	62,107	$	78,299	$	(16,192	)

Continued Operations

During the three months ended January 31, 2026, and 2025, we did not generate revenue from continuing operations activities.

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.

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.

Continuing other expenses for the three months ended January 31, 2026, and 2025 were $8,497 and $0, respectively. The other expenses were primarily attributed to interest related to related party promissory note payable of $350,000 with three years term and carries an interest rate of 9.5% per annum.

Discontinued Operations

	Three Months Ended
	January 31,
	2026		2025		Change
Revenue	$	-	$	29,743	$	29,743
Operating expenses		-		37,698		(37,698	)
Other expenses		-		29,774		(29,774	)
Net loss from discontinued operations		-		37,729		(37,729	)

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

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.

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

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~~Six~~The ~~Months~~following ~~Ended~~summary ~~January~~of ~~31,~~our ~~2026,~~results ~~compared~~of tooperations ~~the~~should ~~Six~~be ~~Months~~read in conjunction with our unaudited condensed financial statements for the period ended ~~January~~April 3130,~~2025~~ 2026, which are included herein.

	Six Months Ended
	January 31,
	2026		2025		Change
Revenue	$	-	$	-	$	-
Operating expenses		85,747		77,259		8,488
Other expenses		8,497		-		8,497
Income tax		-		1,128		(1,128	)
Loss from continuing operations		94,244		78,387		15,857
Loss from discontinued operations		-		74,397		(74,397	)
Loss from discontinued operations, net of tax		-		74,397		(74,397	)
Net loss	$	94,244	$	152,784	$	(58,540	)

Our operating results for the nine months ended April 30, 2026, and 2025, and the changes between those periods for the respective items are summarized as follows:

Three Months Ended April 30, 2026, compared to the Three Months ended April 30,2025

	Three Months Ended
	April 30,
	2026		2025		Change
Revenue	$	-	$	-	$	-
Operating expenses		15,045		19,534		(4,489	)
Other expenses		8,220		-		8,220
Loss from continuing operations		23,265		19,534		3,731

Loss from discontinued operations		-		42,733		(42,733	)
Loss from discontinued operations, net of tax		-		42,733		(42,733	)

Net loss	$	23,265	$	62,267	$	(39,002	)

Continued Operations

During the ~~six~~three months ended ~~January~~April 3130, 2026, and 2025, we did not generate revenue from continuing operations activities.

We had a net loss from continuing operations of $9423,~~244~~265 for the ~~six~~three months ended ~~January~~April 3130, 2026, and $7819,~~387~~534 for the ~~six~~three months ended ~~January~~April 3130, 2025. The increase in net loss of $153,~~857~~731 was due to an increase in ~~operating~~other expenses of $8,~~488~~220, ~~other expenses of $8,497~~ offset by a decrease in ~~income~~operating ~~tax~~expenses of $14,~~128~~489.

Continuing operating expenses for the ~~six~~three months ended ~~January~~April 3130, 2026, and 2025 were $8515,~~747~~045 and $7719,~~259~~534, respectively. For the ~~six~~three months ended ~~January~~April 3130, 2026, and 2025, the operating expenses were primarily attributed to professional fees of $8214,~~696~~892 and $7617,~~581~~943 and general and administrative expenses of $~~3,051~~153 and $~~678~~1,591, respectively.

Continuing other expenses for the ~~six~~three months ended ~~January~~April 3130, 2026, and 2025 were $8,~~497~~220 and $0, respectively. The other expenses were primarily attributed to interest related to related party promissory note payable of $350,000 with three years term and carries an interest rate of 9.5% per annum.

Discontinued Operations

	Six Months Ended
	Three Months Ended
	January 31,
	April 30,
	2026		2025		Change
Revenue	$	-	$	5534,~~271~~961	$	5534,~~271~~961
Operating expenses		-		7947,~~973~~903		(7947,~~973~~903	)
Other (income) expenses		-		49,695		(49,695	)
Other expenses		-		29,791		(29,791	)
Net loss from discontinued operations		-		7442,~~397~~733		(7442,~~397~~733	)

For the six months ended January 31, 2025, we generated discontinued revenue from rent income of $ 55,271.

We had a net loss from discontinued operations of $74,397 for the six months ended January 31, 2025. Discontinued operating expenses for the six months ended January 31, 2025, were $79,973. For the six months ended January 31, 2025, the discontinued operating expenses were primarily attributed to cost of rental homes of $12,849, depreciation expenses of $32,366, professional fees of $13,520 and general and administrative expenses of $21,238.

Discontinued other expenses for the six months ended January 31, 2025, represent interest expenses of $49,695 for banks borrowing and third-party loan,

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For the three months ended April 30, 2025, we generated discontinued revenue from rent income of $ 34,961.

We had a net loss from discontinued operations of $42,733 for the three months ended April 30, 2025. Discontinued operating expenses for the three months ended April 30, 2025, were $47,903. For the three months ended April 30, 2025, the discontinued operating expenses were primarily attributed to cost of rental homes of $12,100, depreciation expenses of $17,951, professional fees of $4,316 and general and administrative expenses of $13,536.

Discontinued other expenses for the three months ended April 30, 2025, represent interest expenses of $29,791 for banks borrowing and third-party loan,

Nine Months Ended April 01, 2026, compared to the Nine Months ended April 30,2025

	Nine Months Ended
	April 30,
	2026		2025		Change
Revenue	$	-	$	-	$	-
Operating expenses		100,792		96,793		3,999
Other expenses		16,717		-		16,717
Income tax		-		1,128		(1,128	)
Loss from continuing operations		117,509		97,921		19,588

Loss from discontinued operations		-		117,130		(117,130	)
Loss from discontinued operations, net of tax		-		117,130		(117,130	)

Net loss	$	117,509	$	215,051	$	(97,542	)

Continued Operations

During the nine months ended April 30, 2026, and 2025, we did not generate revenue from continuing operations activities.

We had a net loss from continuing operations of $117,509 for the nine months ended April 30, 2026, and $97,921 for the nine months ended April 30, 2025. The increase in net loss of $19,588 was due to an increase in operating expenses of $3,999, other expenses of $16,717 offset by a decrease in income tax of $1,128.

Continuing operating expenses for the nine months ended April 30, 2026, and 2025 were $100,792 and $96,793, respectively. For the nine months ended April 30, 2026, and 2025, the operating expenses were primarily attributed to professional fees of $97,588 and $94,524 and general and administrative expenses of $3,204 and $2,269, respectively.

Continuing other expenses for the nine months ended April 30, 2026, and 2025 were $16,717 and $0, respectively. The other expenses were primarily attributed to interest related to related party promissory note payable $350,000 with three years term and carries an interest rate of 9.5% per annum.

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

Discontinued Operations

	Nine Months Ended
	April 30,
	2026		2025		Change
Revenue	$	-	$	90,232	$	90,232
Operating expenses		-		127,876		(127,876	)
Other (income) expenses		-		79,486		(79,486	)
Net loss from discontinued operations		-		117,130		(117,130	)

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For the nine months ended April 30, 2025, we generated discontinued revenue from rent income of $ 90,232.

We had a net loss from discontinued operations of $117,130 for the nine months ended April 30, 2025. Discontinued operating expenses for the nine months ended April 30, 2025, were $127,876. For the nine months ended April 30, 2025, the discontinued operating expenses were primarily attributed to cost of rental homes of $24,949, depreciation expenses of $50,317, professional fees of $17,836 and general and administrative expenses of $34,774.

Discontinued other expenses for the nine months ended April 30, 2025, represent interest expenses of $79,486 for banks borrowing and third-party loan,

Balance Sheet Data

	January 31,			July 31,
	April 30,			July 31,
	2026			2025		Change
Cash	$	142,~~823~~921		$	2,189	$	~~12,634~~732
Working capital (deficiency)	$	(730,~~275~~540	)	$	4,469	$	(1135,~~744~~009	)
Total current assets	$	4939,~~286~~094		$	42,812	$	6(3,~~474~~718	)
Total current liabilities	$	5669,~~561~~634		$	38,343	$	1831,~~218~~291
Stockholders’ Equity (Deficit)	$	(7,275	)	$	4,469	$	(11,744	)
Stockholdes' Equity (Deficit)	$	(30,540	)	$	4,469	$	(35,009	)

As of ~~January~~April 3130, 2026, our current assets were $4939,~~286~~094 and our current liabilities were $5669,~~561~~634 which resulted in working capital deficiency of $730,~~275~~540. As of ~~January~~April 3130, 2026, current assets were comprised of $142,~~823~~921 in cash, $1,710 in prepaid expenses 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.

As of ~~January~~April 3130, 2026, current liabilities were comprised of $1726,~~907~~538 in accounts payable and accrued liabilities, $2522,~~764~~890 in dividends payable and $1220,~~890~~206 in due to related party, compared to $2,720 in accounts payable, and $35,623 in dividends payable, as of July 31, 2025.

Cash Flow Data

Consolidated Cash Flow

	Six Months Ended
	Nine Months Ended
	January 31,
	April 30,
	2026			2025			Change
Cash used in operating activities	$	(3956,~~767~~111	)	$	(~~415~~644,~~348~~036	)	$	~~375~~587,~~581~~925
Cash used in investing activities	$	-		$	(~~267~~446,~~015~~403	)	$	~~267~~446,~~015~~403
Cash provided by financing activities	$	5256,~~401~~843		$	~~679~~1,~~467~~086,007		$	(~~627~~1,~~066~~029,164	)
Net change in cash during period	$	~~12,634~~732		$	(24,~~896~~432	)	$	155,~~530~~164

Cash Flow from Continuing Operations

	Six Months Ended
	Nine Months Ended
	January 31,
	April 30,
	2026			2025			Change
Cash used in operating activities	$	(3956,~~767~~111	)	$	46,~~342~~251			(86102,~~109~~362	)
Cash provided by (used in) financing activities	$	5256,~~401~~843		$	(46,522	)		98103,~~923~~365
Net change in cash during period	$	~~12,634~~732		$	(~~180~~271	)		121,~~814~~003

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Cash Flow from Discontinued Operations

	Six Months Ended
	Nine Months Ended
	January 31,
	April 30,
	2026		2025			Change
Cash used in operating activities	$	-	$	(~~461,~~690,287	)		~~461,~~690,287
Cash used in investing activities	$	-	$	(~~267~~446,~~015~~403	)		~~267~~446,~~015~~403
Cash provided by financing activities	$	-	$	~~725~~1,~~989~~132,529			(~~725~~1,~~989~~132,529	)
Net change in cash during period	$	-	$	(24,~~716~~161	)		24,~~716~~161

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~six~~nine months ended ~~January~~April 3130, 2026, net cash used in operating activities was $3956,~~767.~~111, ~~This~~consisting ~~consisted primarily~~ of a net loss of $94117,~~244~~509, ~~partially~~reduced ~~offset~~ by ~~changes~~prepaid inexpenses ~~working~~of ~~capital~~$3,290, ~~including increases in~~ accounts payable and accrued liabilities of $1523,~~187~~818, due from related party receivable of $1,160 and due to related ~~parties~~party payable of $3433,~~290~~130.

For the ~~six~~nine months ended ~~January~~April 3130, 2025, net cash flows used in operating activities was $~~415~~644,~~348~~036, consisting of a net loss of $~~152~~215,~~784~~051, reduced by depreciation expenses of $3250,~~366~~317, amortization of debt discount of $19,~~489~~257, ~~accounts~~rent ~~receivable~~deposit payable of $1~~.483~~,000 and increased by accounts payable and accrued liabilities of $1242,~~821~~655, prepaid expenses of $2221,~~719~~593, accounts receivable of $1,756 and homes inventory cost for sales of $~~262~~423,~~362~~555.

Cash Flows from Investing Activities

During the ~~six~~nine months ended ~~January~~April 3130, 2026, and 2025, the Company used $0 and $~~267~~446,~~015~~403 ~~for~~in ~~payments~~investing ~~of construction expenses~~activities, respectively.

During nine months ended April 30,2025, the Company used $356,535 for payment of construction expenses and $89,868 for acquisition of one TV travel trailer and one land in Gadsden.

Cash Flows from Financing Activities

During the ~~six~~nine months ended ~~January~~April 3130, 2026, and 2025, the Company provided $5256,~~401~~843 and $~~679~~1,~~467~~086,007 by financing activities, respectively.

During the ~~six~~nine months ended ~~January~~April 3130, 2026, the Company received $82,500 from issuance of common stock, $1020,000 advance from a related party and repaid due to related party of $30,240 and dividend of $915,417.~~859.~~

During the ~~six~~nine months ended ~~January~~April 3130, 2025, the Company received advance from a related party of $~~835~~1,~~000~~249,200, bank borrowings of $~~102~~575,~~534~~690 and repaid loan payable -related party of $28,500, due to related parties of $~~225~~340,~~000~~700 and bank borrowings of $~~4,567~~369.683.

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; on December 16,2025, the City of Glenco approved the rezoning acquired land.
	·	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.

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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. These conditions are also described in Note 3 to the condensed financial statements. During the ~~six~~nine months ended ~~January~~April 3130, 2026, we incurred net loss of $94117,~~244~~130 and net cash used in operating activities of $3956,~~767~~111. As of ~~January~~April 3130, 2026, we had an accumulated deficit of $45,~~987~~010,~~576~~841and ~~and~~ working capital deficiency of $730,~~275~~540. 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.

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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. 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.

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 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined by Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~January~~April 3130, 2026, the end of the period covered by this quarterly report on Form 10-Q. The disclosure controls and procedures evaluation was done under supervision and with the participation of management, including our chief executive officer and chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~January~~April 3130, 2026, due to material weaknesses in our internal control over financial reporting. As a result of these material weaknesses, management concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management has identified several material weaknesses in the Company’s internal control over financial reporting, including (i) a lack of segregation of duties due to the limited number of personnel involved in accounting and financial reporting functions, (ii) insufficient accounting resources with appropriate technical expertise in U.S. GAAP and SEC reporting requirements, and (iii) reliance on external consultants to assist with financial reporting and related accounting functions. These material weaknesses could result in a material misstatement of the Company’s financial statements that may not be prevented or detected on a timely basis.

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Management is evaluating potential remediation measures, including increasing the involvement of qualified outside accounting professionals, implementing enhanced review procedures, and developing additional internal controls appropriate for the size and stage of the Company. Due to resource constraints, management cannot currently estimate the timeframe for full remediation.

Changes in Internal Control over Financial Reporting

As reported in our annual report on Form 10-K for the year ended July 31, 2025, management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. Currently we have two executive officers who serve as chief executive officer and chief financial officer and as directors of the company. Neither executive officer has a formal accounting background which makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.

During the quarter ended ~~January~~April 3130, 2026, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 22, 2025, the Board of Directors authorized a private offering of the Company’s common stock. The offering closed on December 1, 2025. In connection with the offering, the Company issued an aggregate of 1,650,000 shares of its common stock to two accredited investors for gross proceeds of $82,500 in cash. The securities were issued in reliance upon the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. The investors represented that they were accredited investors and that the securities were acquired for investment purposes. The securities issued are restricted securities and may not be resold absent registration or an applicable exemption from registration. The Company intends to use the proceeds from the offering for general working capital and corporate purposes.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

There is no information required to be disclosed under this Item that has not previously been reported. During the quarter ended ~~January~~April 3130, 2026, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements.

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Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit Number		Description
(10)		Material Agreements
10.1		Asset purchase agreement between My City Builders, Inc. and RAC Gadsden, LLC effective date October 31, 2025 (Incorporated by reference to Exhibit 99.1 in our Current Report on Form 8-K filed on October 31, 2025.)
10.2		Secured Promissory Note by and between My City Builders, Inc., and RAC Gadsden, LLC dated October 31, 2025. (Incorporated by reference to Exhibit 99.2 in our Current Report on Form 8-K filed on October 31, 2025.)
10.3		Security Agreement by and between My City Builders, Inc., and RAC Gadsden, LLC dated effective October 31, 2025. (Incorporated by reference to Exhibit 99.3 in our Current Report on Form 8-K filed on October 31, 2025.)
(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial and Accounting
(32)		Section 1350 Certification
32.1		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial and Accounting Officer
101*		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MY CITY BUILDERS, INC.
Dated: March 13, 2026		/s/ Yolanda Goodell
Dated: June 05, 2026		/s/ Yolanda Goodell
		Yolanda Goodell
		Interim Chief Executive Officer (Principal Executive Officer)
Dated: March 13, 2026		/s/ Francis Pittilloni
Dated: June 05, 2026		/s/ Francis Pittilloni
		Francis Pittilloni
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

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