MY CITY BUILDERS, INC. Item 1.01 Entry into a Material Definitive Agreement & Amendments
OnJuly 1, 2022 ,iMine Corporation ("iMine" or the "Company") entered into an Agreement and Plan of Reorganization datedJune 30, 2022 (the "Agreement") withRAC Real Estate Acquisition Corp. , aWyoming Corporation ("RAC"), and the Shareholders of RAC, namelyFrank Gillen , Francis Pittilloni, andYolanda Goodell ("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 Shareholders, which represents 100% of the issued and outstanding capital stock of RAC. As a result, RAC became a wholly owned subsidiary of the Company.
RAC was incorporated on
Under the terms of the Agreement the Company issued 33,334 Series A Preferred Stock toMr. Gillen in exchange for his 334 shares of RAC common stock, 33,333 Series A Preferred Stock to Mr. Pittilloni in exchange for his 333 shares of RAC common stock, and 33,333 Series A Preferred Stock toMs. Goodell in exchange for her 333 shares of RAC common stock. In 2002 Mr. Gillen was censured and fined by theNASD in connection with the alleged sale of unregistered shares.Mr. Gillen consented to censure without admitting nor denying and was fined by theNASD $25,000 . InAugust 2003 , his registration withNASD was revoked for failure to pay fines. The revocation was subsequently rescinded inNovember 2003 . In 2006Mr. Gillen entered into a stipulated resolution with theUtah Securities Division to allegations of making false statements and failing to disclose material information in regard to sales occurring in 2004 and 2005.
Item 2.01 Completion of Acquisition or disposition of Assets
The disclosure in Item 1.01 of this Form 8-K is incorporated into this Item 2.01 by reference. The closing of the Agreement was effective upon its execution onJuly 1, 2022 . As a result, the Company acquired all of the outstanding shares of RAC which were valued at$500,000 based upon the net cash position of RAC, a newly formed entity, at the closing date. The closing resulted in the acquisition of a significant amount of assets since the book value of such assets exceeded 10 percent of the total assets of the Company. The$500,000 in funds held by RAC was generated through the sale of shares of its common stock as follows: 334 shares toMr. Gillen for gross proceeds of$166,668 ; 333 shares to Mr. Pittilloni for gross proceeds of$166,666 ; and 333 shares toMs. Goodell for gross proceeds of$166,666 . Mr. Pittilloni is a director of the Company andMs. Goodell is a director and serves as Vice President of the Company.
Item 3.02 Unregistered Sale of
The disclosure in Items 1.01 and 2.01 of this Form 8-K is incorporated into this Item 3.02 by reference. The 100,000 Series A Preferred Stock were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provision of Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. At the time of the issuance of the Series A Preferred Shares to Messrs. Gillen and Pittilloni andMs. Goodell , they were accredited investors as defined in Regulation D.
Item 3.03 Material Modification to Rights of Security Holders
OnJuly 1, 2022 , the Board of Directors of iMine, by unanimous consent, approved and authorized the Certificate of Designation for 100,000 shares of its Series A Preferred Stock, par value$0.001 , ("Certificate of Designation") to be executed by proper officer of the Company and filed with theState of Nevada thereafter, in accordance with the provisions of NRS §78.195 and pursuant to the authority conferred upon it by the Amended and Restated Articles of Incorporation of
the Company. 2 OnJuly 1, 2022 , the Certificate of Designation was properly executed by the Vice President of the Company and thereafter filed with theState of Nevada onJuly 5, 2022 , the next succeeding business day. Each Series A Preferred Stock Share entitles the holder thereof to vote with the holders of shares of the Company's Common Stock. With respect to any such vote, each Series A Preferred Share held on the record date for voting entitles the holder thereof to cast 10 votes. Item 5.01 Changes in Control
The disclosure in Items 1.01 and 2.01 of this Form 8-K is incorporated into this Item 5.01 by reference. As a result of the issuance of the Series A Preferred Shares, Messrs. Gillen, Pittilloni andMs. Goodell hold sufficient shares on a combined basis to control the election of directors and approval of actions by majority shareholder vote. Nevertheless, these parties have not entered into any formal voting agreement or arrangement to vote their shares.
The Company currently has outstanding 595,986 shares of Common Stock. The outstanding shares of Series A Preferred Stock represent 1,000,000 votes or approximately 63% of the voting control of the Company.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
On
· 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
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
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 · The Certificate of Designation and Articles of Incorporation may not be
amended such that the rights of the Series A Preferred Shares would be
adversely affected.
On
Item 9.01 Financial Statements and Exhibits
(a) The following financial statements of RAC are filed with this report:
Report of Independent Registered Public Accounting Firm
Financial Statements:
Balance Sheet at May 31, 2022
Statement of Operations from May 11, 2022 (inception) to May 31, 2022
Statement of Changes in Stockholders' Equity from
to May 31, 2022
Statement of Cash Flows from May 11, 2022 (inception) to May 31, 2022
Notes to Financial Statements
3
INDEX TO FINANCIAL STATEMENTS
PageReport of Independent Registered Public Accounting Firm
F-2
Financial Statements:
Balance Sheet atMay 31, 2022
F-3
Statement of Operations fromMay 11, 2022 (inception) toMay 31, 2022
F-4
Statement of Changes in Stockholders' Equity from
F-5
Statement of Cash Flows fromMay 11, 2022 (inception) toMay 31, 2022
F-6
Notes to Financial Statements F-7
F-1
Table of Contents
Audit • Tax • Consulting • Financial Advisory
[[Image Removed: jrvs_8kimg1.jpg]] Registered with Public Company Accounting
Oversight Board (PCAOB)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Opinion on the Financial Statements
We have audited the accompanying balance sheet ofRAC Real Estate Acquisition Corp. (the "Company") as ofMay 31, 2022 , the related statement of operations, changes in stockholders' equity, and cash flows for the period fromMay 11, 2022 (inception) toMay 31, 2022 , and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company atMay 31, 2022 and the results of its operations and its cash flows for the period fromMay 11, 2022 (inception) toMay 31, 2022 , in conformity with the generally accepted accounting principles inthe United States of America . Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States ) ("PCAOB") and are required to be independent with respect to the Company in accordance with theU.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are
no critical audit matters. /s/KCCW Accountancy Corp.
We have served as the Company's auditor since 2022.
Diamond Bar, California June 30, 2022 F-2 Table of ContentsRAC Real Estate Acquisition Corp. Balance SheetMay 31, 2022 Assets Current Assets Cash$ 500,000 Total Current Assets 500,000 TOTAL ASSETS$ 500,000 Commitments and Contingencies
Stockholders' Equity
Preferred stock,
$ -
Common stock,
1
Additional paid in capital 499,999
Retained earnings -
Total Stockholders' Equity 500,000
TOTAL STOCKHOLDERS' EQUITY $ 500,000
The accompanying notes are an integral part of these financial statements.
F-3
Table of Contents
RAC Real Estate Acquisition Corp.
Statement of Operations
May 11, 2022
(Inception) to
May 31,
2022
Revenue $ -
Operating income -
Loss before income taxes -
Provision for income taxes -
Net income $ -
Earnings per share:Basic and diluted earnings per share $
-
Basic and diluted weighted average number of common shares
outstanding 619
The accompanying notes are an integral part of these financial statements.
F-4
Table of Contents
RAC Real Estate Acquisition Corp.
Statement of Changes in Stockholders' Equity
Additional Total
Preferred Stock Common Stock Paid in Retained Stockholders'
Shares Amount Shares Amount Capital Earnings Equity
Inception
- May 11,
2022 - $ - - $ - $ - $ - $ -
Common
stock
issued to
founders - - 1,000 1 499,999 - 500,000
Net
income - - - - - - -
Balance -
May 31,
2022 - $ - 1,000 $ 1 $ 499,999 $ - $ 500,000
The accompanying notes are an integral part of these financial statements.
F-5
Table of Contents
RAC Real Estate Acquisition Corp.
Statement of Cash Flows
May 11, 2022
(Inception) to
May 31,
2022
Cash flows from operating activities:
Net income $ -
Net cash provided by operating activities -
Cash flows from investing activities -
Cash flows from financing activities:
Proceeds from issuance of common stock 500,000
Net cash provided by financing activities 500,000
Net change in cash 500,000
Cash, beginning of period -
Cash, end of period $ 500,000
Supplemental cash flow information:
Cash paid for interest $ -
Cash paid for income taxes $ -
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
RAC Real Estate Acquisition Corp.
Notes to Financial Statements© Edgar Online, source
