OTC: MYCB

On March 27, 2023, RAC, a wholly owned subsidiary of the Company entered into a Limited Liability Company Agreement dated effective March 27, 2023, (the “Agreement”) with, Frank Gillen, an individual (“Mr. Gillen”) and Michael Colvard, an individual (“Mr. Colvard”). The purpose of the LLC is to build 3-bedroom 2-bathroom single-family low-income homes in Gadsden Alabama. On May 05, 2023, Mr. Colvard’s construction agreement with RAC was terminated and Mr. Colvard transferred his 1% and withdrew as a member and manager of the LLC.

On October 4, 2022, the Company, through RAC, entered into a Limited Liability Company Agreement with Fix Pads Holdings, LLC ("Fix Pads"). As a result of the agreement, RAC and Fix Pads formed a limited liability company called RAC FIXPADS II, LLC (“LLC”), incorporated in the state of Delaware. The LLC has two members, RAC and Fix Pads, both providing an initial contribution to the LLC of $1,000 in exchange for a 50% membership interest represented by an issuance of 1,000 Units of the LLC to each party. Each member is entitled to one vote per member. The LLC is managed by a manager, Fix Pads. The agreement provides that additional capital contributions of the members will be made to the LLC as follows: (i) Fix Pads will transfer and assign all rights to and incidents of ownership for up to 60 residential properties it has title, or will have title, to the LLC, as set forth in the agreement; and (ii) RAC will make additional cash contributions to the capital of the LLC, up to a maximum of $5,214,000, on such dates and in such amounts as requested by the LLC, in the manner set forth in the agreement. From the sale of each property by the LLC, the Company shall receive $13,000 and the average additional cash capital contribution per property. During the years ended July 31, 2024, and 2023, the Company invested $0 and $2,679,500 and recognized impairment loss of $ 947,500and $1,732,000, respectively.

Since the acquisition of RAC, the Company, through our third-party vendor, has financed the clearance of 55 titles in the name of Fix Pads Holdings.

On July 22, 2022, the Company received a promissory note, in the principal amount of $672,960 from, and entered into a Loan Agreement dated July 18, 2022, with, Fix Pads Holdings, LLC. The note had a 12% interest rate per annum payable of $672,960. Consideration for the note was paid in part by the Company in the amount of $328,626, net of prepayment interest and in part by a third-party investor in the amount of $328,626. On August 18, 2022, the Company issued a promissory note of $358,620. The note had a 12% interest rate per annum payable of $358,620 and was due on August 1, 2023. Consideration for the note was paid in part by the Company in the amount of $175,007, net of prepayment interest and in part by a third-party investor in the amount of $175,007.

During the year ended July 31, 2023, the Company collected principal of $444,325 and interest of $67,457, of which principal of $157,105 and interest of $28,133 (totaling $185,238) were collected on behalf of a third-party investor and recorded as accrued liabilities as of July 31, 2023. On July 23, 2024, the Company repaid outstanding due of $185,238.

On July 7, 2023, RAC filed an ongoing lawsuit with Fix Pad Holdings, therefore, no further interest income was recognized. During the years ended July 31, 2024, and 2023, the Company recorded interest income of $0 and $49,187, respectively.

On May 19, 2023, RAC filed a complaint for breach of two promissory notes entered into with Fix Pads Holdings, LLC and for injunctive relief in the 11th Judicial Circuit Court in Miami-Dade County Florida, as well as an emergency motion for temporary injunction enjoining Fix Pads Holdings, LLC from selling, transferring, conveying or otherwise disposing of any real property assets pledged as collateral in relation to the two promissory notes entered into between RAC and Fix Pads. In addition to the injunctive relief sought above, RAC is also seeking damages for breach of the promissory notes. After RAC filed and served the lawsuit, Fix Pads removed the lawsuit to the United States District Court for the Southern District of Florida on May 24, 2023. As such, the case is now proceeding in the Southern District of Florida. RAC has obtained temporary injunctive relief against Fix Pads.

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On July 7, 2023, RAC filed a complaint for appointment of receiver, breach of Limited Liability Company Agreement, and breach of fiduciary duty in the 11th Judicial Circuit Court of Miami-Dade County, Florida against Fix Pads Holdings LLC, FixPads Management, LLC and RAC FixPads II, LLC. RAC seeks a receiver to be appointed to wind up the real property assets of RAC FixPads II, LLC and for damages for breach of the joint venture agreement.

In June 2024, the parties entered into two settlement agreements, which FixPads Holdings LLC and the other Defendants agreed to transfer the title of 44 properties to the Company.

Pursuant to title search and settlement of taxes and due related to properties, the Company proceeded to obtain the Quitclaim Deed Certificates on 29 properties, and the certificates were issued. RAC has started the renovation and completion of the properties since July 2024. All twenty-nine homes (29) will be immediately placed for sale once fully renovated. During the year ended July 31,2025, the Company sold two (2) homes.

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

On April 25,2024, RAC finalized the purchase of two additional lots in Gadsden, Alabama bringing the total properties owned in East Gadsden to twenty-two. This decision stemmed from the ongoing construction of three homes by RAC on the same street, slated for completion and rental availability by July 31st, 2024. With the aim of bolstering rental demand, RAC intends to commence construction on these newly acquired lots this calendar year by December 31st, 2024. The homes are 3-bedroom 2-bathroom single family homes with under roof of 1270 square feet. The plan for Gadsden Alabama is to build new low-income single-family homes for rent.

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

On October 18, 2024, RAC finalized the purchase of one home in Laurel Mississippi in amount of $8,021. The Company plans to renovate the home and to sell it.

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

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

During the year ended July 31,2025, the Company sold one home.

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.

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As of July 8, 2025, RAC had thirteen (13) completed homes with one additional home under construction in East Gadsden. Out of the thirteen (13) completed properties one (1) home has been sold and five (5) are currently on the market for sell with seven (7) homes leased with monthly lease payments ranging from $1,100 to $2,150, each for a period of one year for each home leased.

Pursuant to the share purchase agreement dated July 8, 2025, the Company recognized discontinued operations regarding disposal of two entities of RAC Real Estate Acquisition Corp. and RAC Gadsden LLC. As result of discontinued operations, the Company recognized loss from discontinued operations of $162,513 and loss on disposal of two entities of $230,730. As a result of the discontinued operations, the Company briefly became a shell company.

Subsequently, on October 31, 2025, the Company and RAC Gadsden LLC entered into an asset purchase agreement, in which, the Company acquired 4 acres of land in Glencoe, Alabama in exchange for a 3-year secured promissory note in the amount of $350,000 with an interest rate of 9.5% per annum. 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 a result of this agreement the Company is no longer considered a shell company.

Organization

We are a Nevada corporation incorporated on October 26, 2010, under the name Oconn Industries Corp. On March 11, 2014, we changed our corporate name to Diamante Minerals, Inc. On March 20, 2018, we changed our corporate name to iMine Corporation. On January 31, 2023, we changed our corporate name to My City Builders, Inc.

Our address is 100 Biscayne Blvd., #1611, Miami FL 33132, telephone (786) 553-4006. Our corporate website is www.mycitybuilders.com.

Sales and Marketing

We intend to market our properties to those seeking homes, including low-income individuals and families. We may engage third-party real estate brokers and agents to provide these services.

Competition

We believe there are only limited barriers to entry into our business. Current and future competitors may have more resources than we have. Our projects face competition generally from REITs, institutional pension plans and other public and private real estate companies and private real estate investors for the acquisition of properties and for raising capital. In transaction services, we face competition with real estate firms in the acquisition and disposition of properties, and we also compete with other sponsors of real estate for investors to provide the capital to allow us to make these investments. We also compete against real estate companies who may be chosen by a broker-dealer as an investment platform instead of us. In management services, we compete with other properties for viable investors for properties.

Real estate development is a highly competitive business. We compete with numerous developers, builders and others for the acquisition of property. As we attempt to expand our operations, we will certainly be competing with other businesses ranging from large multinational corporations to small startup business such as us. Many of our competitors may have longer operating histories, better brand recognition and greater financial resources than we do.

There can be no assurance that we will be able to compete effectively with the other companies in our industry.

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Government Regulations

Real Property Development

The real estate development industry is subject to environmental, building, construction, zoning and real estate regulations that are imposed by various federal, state and local authorities. In developing a community, we must obtain the approval of various government agencies regarding matters such as permitted land uses, housing density, installation of utility services and the dedication of acreage for open space, parks, schools and other community purposes. Federal, state and local regulations affect real property development by specifying, among other things, the type and quality of building material that must be used, certain aspects of land use and building design and the way homebuilders may conduct their sales, operations and overall relationships with potential renters and buyers. Changes in prevailing local circumstances or applicable laws may require additional permits and approvals or modifications of approvals previously obtained. Permits and approvals will vary depending on the type and location of the land being developed.

Timing of the beginning and completion of developmental projects can depend upon receipt of necessary authorizations, permits and approvals. Because of the provisional nature of these approvals and the concerns of various environmental and public interest groups, the approval process can be delayed by withdrawals or modifications of preliminary approvals and by litigation and appeals challenging development rights. Our ability to develop projects could be delayed or prevented due to litigation challenging previously obtained governmental approvals. We also may be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Such delays could adversely affect our ability to complete our projects, significantly increase the costs of doing so or drive potential customers to purchase competitors’ products.

Management Services

The Company, any salespeople we may have and, in some instances, property managers we may employee may be regulated by the states in which we do business. These regulations may include licensing procedures, prescribed professional responsibilities and anti-fraud provisions. Our activities may also be subject to various local, state, national and international jurisdictions’ fair advertising, trade, housing and real estate settlement laws and regulations and are affected by laws and regulations relating to real estate and real estate finance and development.

Environmental Compliance

Federal, state and local laws and regulations impose environmental zoning restrictions, use controls, disclosure obligations and other restrictions that impact the management, development, use or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities with respect to some properties. If transactions in which we are involved are delayed or abandoned as a result of these restrictions, our business could be adversely affected. In addition, a failure by us to disclose environmental concerns to potential investors or third-party buyers of the developed property may subject our company to liability and may adversely impact our business or cause us to incur costs for cleanup of hazardous substances or wastes or other environmental liabilities.

Various environmental laws and regulations also can impose liability for the costs of investigating or remediating hazardous or toxic substances at sites currently or formerly owned or operated by a party, or at off-site locations to which such party sent wastes for disposal. As a potential property manager, we could be held liable as an operator for any such contamination; even if the original activity was legal and we had no knowledge of, or did not cause, the release or contamination. Further, because liability under some of these laws is joint and several, we could be held responsible for more than our share, or even all, of the costs for such a contaminated site if the other responsible parties are unable to pay. Similarly, we are generally obliged, under the debt financing arrangements on the properties owned by us, to provide indemnity to the lenders for environmental liabilities and to remediate any environmental problems that might arise. Insurance for these matters may not always be available, or sufficient to cover our losses.

Employees

As of the date of this report, the Company employs two part-time executives: Interim CEO Yolanda Goodell and Interim CFO Francis Pittilloni.

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