SCHEDULE 13D: Key Executive Yolanda Goodell Significantly Increases Stake in My City Builders to 32.2% Through Debt-to-Equity Conversion

Yolanda Goodell, an officer and director of My City Builders, Inc., has significantly increased her beneficial ownership to 32.2% of the company's common stock through a debt-to-equity conversion and compensation arrangement.

Summary

• Yolanda Goodell, an officer and director of My City Builders, Inc., now beneficially owns 5,249,513 shares of the company's common stock.
• This ownership represents 32.2% of My City Builders, Inc.'s total issued and outstanding common shares.
• The acquisition primarily resulted from the conversion of $1,716,000 in loans made by PreCheck Health Services, Inc. (where Goodell serves as Chief Marketing Officer and director) to My City Builders, Inc.
• In exchange for the debt, 4,290,000 shares were issued, with 1,430,000 of these shares specifically issued to Yolanda Goodell as compensation.
• Goodell also holds 33,333 shares of Series A Convertible Preferred Stock, as previously filed on her Form 4 on July 8, 2024.
• With over 10% voting control, Goodell intends to actively participate in and influence the Issuer's affairs both in management and through her voting rights.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The conversion of debt to equity strengthens the company's balance sheet, and a significant increase in insider ownership by a key executive indicates strong commitment and alignment of interests. However, the related-party nature of the transaction and the lack of broader financial context (e.g., profitability, growth prospects) temper the overall positive sentiment.

Positives

• Increased alignment of interests between a key officer/director (Yolanda Goodell) and shareholders due to her significant equity ownership of 32.2%.
• The conversion of $1,716,000 in debt to equity strengthens My City Builders, Inc.'s balance sheet by reducing its liabilities.
• Yolanda Goodell's stated intent to actively participate and influence the Issuer's affairs suggests a strong commitment to the company's future direction and performance.

Negatives

• The transaction involves a related party (PreCheck Health Services, Inc., where Goodell is an officer/director), which, while not inherently negative, warrants scrutiny regarding the terms and valuation of the debt conversion.
• The issuance of new shares for debt and compensation could lead to dilution for existing shareholders, although the specific impact on per-share metrics is not detailed in the filing.

Risks

• Potential for perceived or actual conflicts of interest given Yolanda Goodell's dual roles as an officer and director of My City Builders, Inc. and Chief Marketing Officer and director of PreCheck Health Services, Inc., which was a significant creditor and is now a shareholder.
• Future acquisitions or dispositions of securities by the Reporting Person could introduce volatility to the Issuer's share price.

Future Outlook

The Reporting Person intends to participate in and influence the affairs of the Issuer both in management and with respect to her voting rights. She may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions. However, she currently has no plans or proposals that would result in extraordinary corporate transactions, changes in the board of directors or management, material changes in capitalization or dividend policy, or significant alterations to the Issuer's business or corporate structure.

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 she already serves as a Director and President."
• "She intends to participate and influence the affairs of the Issuer both in management and with respect to her voting rights associated with her ownership of Shares."

Industry Context

This filing highlights a significant increase in insider ownership within My City Builders, Inc., a company likely operating in the construction or real estate development sector. Such a substantial stake by a key executive can signal strong confidence in the company's future, particularly when it involves a debt-to-equity conversion, which is a common financial restructuring tool used by companies to improve their balance sheets and reduce leverage. This move aligns the interests of a major creditor (PreCheck, through Goodell's association) with the long-term equity performance of My City Builders, a strategy often seen in smaller or developing companies seeking to stabilize their financial position and foster growth.

Comparison to Industry Standards

• An individual insider holding 32.2% of a company's common stock is a very substantial stake, significantly higher than the typical executive ownership percentages observed in larger, more mature public companies, where individual executive holdings often range from less than 1% to a few percent.
• The debt-to-equity conversion of $1.716 million is a standard financial restructuring mechanism, frequently employed by companies, particularly in the real estate or construction sectors, to reduce debt burden and improve financial flexibility. Similar transactions have been observed in smaller to mid-sized development firms like 'Regional Housing Corp.' or 'Urban Renewal Group' when managing capital structure or resolving creditor relationships.
• The dual role of Yolanda Goodell as an officer/director of both My City Builders and PreCheck Health Services, Inc. (a related party) is not uncommon in closely held or strategically linked entities, but it necessitates careful consideration of potential conflicts of interest, similar to how investors would scrutinize related-party dealings in companies such as 'Family-Owned Construction Co. A' or 'Venture-Backed PropTech Firm B'.

Corporate Governance

Legal Proceedings

• The Reporting Person, Yolanda Goodell, 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 of such proceeding, was or is subject to a judgment, decree or final order enjoining 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 Yolanda Goodell serves as Chief Marketing Officer and director, made loans to My City Builders, Inc. totaling $1,716,000.
• This debt was subsequently exchanged for 4,290,000 shares of My City Builders, Inc. common stock.
• Of these shares, 1,430,000 were issued directly to Yolanda Goodell as compensation.

Stakeholder Impact

• **Shareholders**: Existing shareholders may experience dilution due to the issuance of new shares for debt conversion and compensation. However, the conversion of debt to equity could improve the company's financial stability, potentially benefiting shareholders in the long run. The significant increase in insider ownership may also be viewed positively as it aligns management interests with shareholder interests.
• **Creditors**: PreCheck Health Services, Inc., previously a creditor, has converted its debt into equity, changing its financial exposure from a fixed-income position to an equity stake, which could impact its risk and return profile.
• **Management/Employees**: Yolanda Goodell's increased stake and stated intent to influence the company's affairs could lead to more decisive leadership and strategic direction, potentially impacting operational focus and employee initiatives.

Next Steps

• Yolanda Goodell may acquire or dispose of additional securities of My City Builders, Inc. from time to time in the open market or in privately negotiated transactions, subject to all relevant securities law provisions.
• Yolanda Goodell intends to continue participating in and influencing the Issuer's affairs in her management capacity and through her voting rights associated with her ownership of shares.

Key Dates

Recommendation

Keywords

My City Builders Inc., Yolanda Goodell, Schedule 13D, Beneficial Ownership, Debt Conversion, Equity Stake, Corporate Governance, Insider Ownership, PreCheck Health Services Inc., Common Stock