SCHEDULE 13D: Insider Acquires Significant Stake in My City Builders, Inc. Through Debt Conversion, Signaling Intent to Influence Management

Francis Pittilloni, a director and CFO of My City Builders, Inc., has acquired a 32.2% beneficial ownership stake in the company, primarily through the conversion of $1.716 million in debt owed to a related entity.

Summary

• Francis Pittilloni, who serves as a director and Chief Financial Officer of My City Builders, Inc., has become the beneficial owner of 5,249,513 shares of the company's common stock.
• This ownership represents 32.2% of the Issuer's total issued and outstanding shares.
• The acquisition was primarily for investment purposes and involved private transactions.
• A significant portion of the shares (1,430,000 shares) was issued to Mr. Pittilloni as part of a debt-to-equity conversion agreement.
• The conversion involved $1,716,000 in loans made by PreCheck Health Services, Inc. (where Mr. Pittilloni is COO and director) to My City Builders, Inc., which resulted in 4,290,000 shares being issued to PreCheck.
• Mr. Pittilloni also holds 33,333 shares of Series A Convertible Preferred Stock of the Issuer, as previously filed on his Form 4 on July 8, 2024.
• Mr. Pittilloni intends to actively participate in and influence the affairs of My City Builders, Inc., both through his management role and his voting rights as a significant shareholder.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The conversion of debt to equity strengthens the company's balance sheet by reducing liabilities. The significant increase in insider ownership by a key executive (32.2%) demonstrates strong commitment and alignment of interests, which is generally viewed favorably by investors. While the need for debt conversion might imply past financial challenges, the resolution through equity conversion and increased insider stake is a positive step.

Positives

• Significant increase in insider ownership by a key executive (Francis Pittilloni), demonstrating strong commitment to the company's future.
• The conversion of $1,716,000 in debt to equity reduces the Issuer's financial leverage and improves its balance sheet by eliminating a substantial liability.
• The Reporting Person's stated intent to participate and influence the Issuer's affairs suggests active engagement in strategic direction and corporate governance.

Future Outlook

The Reporting Person, Francis Pittilloni, intends to participate in and influence the affairs of My City Builders, Inc. both in management and through his voting rights associated with his significant ownership. He may acquire or dispose of additional securities in the future, subject to securities laws. No other specific plans for extraordinary corporate transactions, asset sales, management changes, or changes to capitalization/dividend policy are currently in place.

Management Comments

• "The Reporting Person acquired Shares of the Issuer for investment purposes in private transactions concerning the conversion of debt by PreCheck, and payment of compensation to, the Reporting Person, as an officer and director of PreCheck."
• "As a result of the transactions, the Reporting Person has over 10% voting control of the Issuer, for which he already serves as a director and chief financial officer."
• "He intends to participate and influence the affairs of the Issuer both in management and with respect to his voting rights associated with his ownership of Shares."

Industry Context

This filing highlights a significant increase in insider ownership, a common occurrence where key executives or related parties convert debt into equity to strengthen their stake and the company's balance sheet. Such moves often signal long-term commitment from management and can be viewed positively by the market, especially when the insider already holds a management position.

Legal Proceedings

• The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• The Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result, was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• PreCheck Health Services, Inc., where Francis Pittilloni is Chief Operating Officer and a director, made loans totaling $1,716,000 to My City Builders, Inc.
• This debt was subsequently converted into 4,290,000 shares of My City Builders, Inc. common stock, with 1,430,000 of these shares issued to Francis Pittilloni.

Stakeholder Impact

• **Shareholders:** The issuance of new shares for debt conversion could lead to some dilution for existing shareholders, but the increased insider ownership and commitment from a key executive may be viewed positively.
• **Creditors:** The conversion of debt to equity reduces the company's outstanding debt, potentially improving its creditworthiness and financial stability.
• **Management/Employees:** The increased influence of Francis Pittilloni, already a director and CFO, suggests continuity and potentially a more unified strategic direction.

Next Steps

• The Reporting Person may acquire or dispose of additional securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties, subject to relevant securities law provisions.

Key Dates

Keywords

My City Builders Inc., Francis Pittilloni, Schedule 13D, Beneficial Ownership, Debt Conversion, Insider Ownership, Equity Stake, Corporate Governance, SEC Filing, Investment