MMCP 10-Q
Mag Mile Capital, Inc. (MMCP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
For the Transition Period from
Commission
File Number
(Exact Name of registrant as specified in its charter)
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or other Jurisdiction of Incorporation or Organization |
I.R.S.
Employer- Identification No.) |
(Address of Principal Executive Offices and zip code)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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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 (of for such shorter period that the Registrant was required to file such reports) and (ii)
has been subject to such filing requirements for the past 90 days.
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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files).
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 ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
If
an emerging growth company, indicate by 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
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
As of August 14, 2025, there were shares of Common Stock, $ par value, outstanding.
MAG MILE CAPITAL, INC.
FORM 10-Q
For the Period ended June 30, 2025
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
| 3 |
MAG MILE CAPITAL, INC.
CONDENSED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Draws against commissions | ||||||||
| Prepaids | ||||||||
| Prepaid stock compensation | ||||||||
| Total Current Assets | ||||||||
| Operating lease right of use asset | ||||||||
| Property and equipment, net | ||||||||
| Total other assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accruals | $ | $ | ||||||
| Loan payable | ||||||||
| Loan payable – related party | ||||||||
| Operating lease liability – current portion | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities: | ||||||||
| Operating lease liability – net of current portion | ||||||||
| Loan payable, net of current portion | ||||||||
| Long Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ par value, shares authorized | ||||||||
| Series A Preferred stock, $ par value, shares designated, shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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MAG MILE CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Commission expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Commission expense – related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross margin | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Payroll expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) before income tax | ( | ) | ( | ) | ||||||||||||
| Income tax | ||||||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (Loss) per share, basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (Loss) per share, diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding, basic | ||||||||||||||||
| Weighted average shares outstanding, diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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MAG MILE CAPITAL, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| Common Stock | Series A Preferred Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balances, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances, March 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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MAG MILE CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash provided by Operating activities: | ||||||||
| Depreciation expense | ||||||||
| Operating lease expense | ||||||||
| Stock compensation | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaids | ( | ) | ||||||
| Draws against commissions | ( | ) | ||||||
| Accounts payable and accruals | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from related parties | ||||||||
| Repayment of related party loans | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ||||||||
| Cash, at beginning of period | ||||||||
| Cash, at end of period | $ | $ | ||||||
| Supplemental Non-Cash Disclosure: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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MAG MILE CAPITAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
Mag Mile Capital, Inc. (“Mag Mile”, or the “Company”) (formerly Myson, Inc.) is an Oklahoma corporation formed on July 8, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On
May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all issued and outstanding Series A
Preferred Shares of the Company to Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the
Company, for $
The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director.
On
March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital,
Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into
Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi
Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President
and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now
own
The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.
On May 15, 2023, the Company filed with the Oklahoma Secretary of State an amendment to the Certificate of Incorporation to change the Company’s name to Mag Mile Capital, Inc., that became effective on June 16, 2023. On September 5, 2023, the name change to Mag Mile Capital, Inc. and symbol change to MMCP became effective on OTC Markets.
Mag
Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New
York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of
capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity
arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily,
office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory
solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending
relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively
raised over $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
| 8 |
On October 2, 2023, the Company elected to change its fiscal year end from July 31 to December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Cash and Cash Equivalents
The
Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments
purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included
in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal Deposit Insurance Corporation insurable limit.
Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. As of June 30, 2025 and 2024, the Company has and potentially dilutive shares of common stock from warrants, respectively. Additionally, diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
Stock-Based Compensation
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.
Revenue Recognition
The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The company generates revenues from brokering financing transactions, mainly senior debt on CRE (Commercial Real Estate) transactions. Revenues are recognized when the transaction is finalized. For certain types of loans, mainly securitized CMBS (Commercial Mortgage-Backed Securities) loans, revenues are also earned after the transaction closing based on the successful securitization of the loan into bonds.
| 9 |
For
the three months ended June 30, 2025, the Company recognized
For
the six months ended June 30, 2025, the Company recognized
For
the three months ended June 30, 2024, the Company recognized
For
the six months ended June 30, 2024, the Company recognized
Cost of Revenue
Cost of revenues includes commission expense paid during the period.
Accounts Receivable
The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.
Draws Against Commissions
Draws against commissions are payments made to originators, brokers or salespeople that are the procuring cause for bringing in a transaction for financing, in lieu of future commissions to be received. This acts as an unsecured working capital loan paid to the salespeople until the actual commission is earned and/or received. As of June 30, 2025, management determined that an allowance for draws against commissions was not necessary.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in November 2023. This update enhances segment reporting disclosures to provide investors with more useful and transparent information about a company’s operating segments. Public companies must now disclose significant segment expenses that are regularly reviewed by the chief operating decision-maker (CODM). These expenses should be reported on an itemized basis, providing more insight into segment profitability. Companies must provide segment disclosures in both annual and interim reports. Required disclosures apply to all public entities under FASB’s segment reporting rules. Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU 2025-02 - Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC SAB No. 122, which is effective for annual periods beginning after December 15, 2024, and may require full retrospective adoption. This amendment eliminates outdated SEC guidance previously codified under SAB No. 122 and may impact disclosures or recognition related to obligations and liabilities. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU 2024-01 - Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, effective for public entities for annual periods beginning after December 15, 2024. This may impact whether profits interest or similar awards are within the scope of ASC 718 and thus could affect compensation expense accounting. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
These
unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization
values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue
as a going concern. For the six months ended June 30, 2025, we had a net loss of $
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The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. We expect to use the exercise of warrants to meet our needs for growth for more than twelve months from the date of issuance of these unaudited financial statements.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Leasehold Improvement | $ | $ | ||||||
| Computer | ||||||||
| Equipment | ||||||||
| Total | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2025, and 2024, was $ and $
NOTE 5 – LOAN PAYABLE
On
May 27, 2020, the Company received a $
NOTE 6 - RELATED PARTY TRANSACTIONS
As
of June 30, 2025 and December 31, 2024, the Company has a loan payable due to Loan-Park River Investment LLC (formerly Mag Mile Capital
LLC) of $
The
Company has an office lease dated January 1, 2023, with a term of
The
Company has an office lease dated January 1, 2024, with a month to month term for an additional
Related party commission expense is for commission paid to Park River Investments,
LLC, a company owned by the Mr. Shah, Chairman and CEO, where Mr. Shah was the procuring cause for the revenue. Per
the terms of Mr. Shah’s employment agreement his commission is limited to
NOTE 7 – PREFERRED STOCK
The Company has authorized shares of preferred stock, par value $. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Company is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.
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Of
the authorized preferred stock
shares have been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is
convertible into
shares of common stock and has
NOTE 8 – OPERATING LEASE
The
Company has an office lease dated January 1, 2023, with a term of
| Balance Sheet Classification | June 30, 2025 | December 31, 2024 | ||||||||
| Asset | ||||||||||
| Operating lease asset | Right of use asset | $ | $ | |||||||
| Total lease asset | $ | $ | ||||||||
| Liability | ||||||||||
| Operating lease liability – current portion | Current operating lease liability | $ | $ | |||||||
| Operating lease liability – noncurrent portion | Long-term operating lease liability | |||||||||
| Total lease liability | $ | $ | ||||||||
Lease obligation at June 30, 2025 consisted of the following:
| For the year ended December 31: | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total payments | ||||
| Amount representing interest | ( | ) | ||
| Lease obligation, net | ||||
| Less current portion | ( | ) | ||
| Lease obligation – long term | $ | |||
Lease
expense for the six months ended June 30, 2025 and 2024 was $
NOTE 9 – SEGMENT REPORTING
ASC Topic 280, “Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”), represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in order to make strategic decisions such as allocation of resources and assessing operating performance.
NOTE 10 - SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the unaudited financial statements were issued and has determined that no material subsequent events exist.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
General Overview
We were incorporated on July 8, 2021 as an Oklahoma corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using our capital stock, debt or a combination of cash, stock and debt.
On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of the Company to Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company’s outstanding common shares.
The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director.
On March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own 88% of the issued and outstanding shares of the Company’s common stock or 87,424,424 shares.
The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.
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Current Business
Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry.
Mag Mile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. Mag Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives for its diverse customer base. Those customers are among the most high profile hotel brands such as Hilton, Hyatt, Marriott, Four Season and Wyndham.
Mag Mile Capital has developed a commercial real estate origination software platform named CapLogiq that uses automation and artificial intelligence to increase the efficiency of the loan closing process.
Our growth strategies are as follows:
Invest in sales and marketing
We intend to continue to attract new customers through an increase in the number of salespeople we engage by leveraging our public company stock to provide a more competitive compensation package than many of our private company competitors that can only offer cash incentives as well as to attract highly talented marketing personnel.
Pursue Strategic Acquisitions
We intend to explore potential high-quality acquisition opportunities using our public company status to offer attractive purchase prices and growth prospects to such targets.
Results of Operations
Results of Operations for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Revenue and Gross Profit
Our revenue from commission income for the three months ended June 30, 2025 and 2024, was $706,875 and $1,264,300, respectively, a decrease of $557,425 or 44.1%. Revenue in the current period decreased due to several new large loans signed up to close by end of the summer through the Commercial Mortgage Backed Securities (“CMBS”). They will be realized in 3rd quarter.
Our commission expense for the three months ended June 30, 2025 and 2024, was $364,301 and $364,288, respectively, an increase of only $13. Although we had a decrease of commission revenue our commission expense stayed about the same due to increases in some of commission percentages for Originators to retain them. Revenue during this period was generated from higher commissioned Originators compared to the same period last year. We saw an increase in commission expense due to the timing of revenue receipts for which the commissions were paid on.
Our commission expense – related party, for the three months ended June 30, 2025 and 2024, was $49,500 and $165,990, respectively, a decrease of $116,490 or 70.2%. Related party commission expense decreased due to the fact that deals that were originated by the Chairman and CEO dropped from last year. Related party commission expense is for commission paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause for the revenue.
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Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $293,074 for the three months ended June 30, 2025, compared to a gross profit of $734,022 for the three months ended June 30, 2024. This decreased happened due to the drop in revenue during the same period compared last year.
Operating Expenses
Professional fees for the three months ended June 30, 2025 and 2024, were $24,066 and $32,300, respectively, a decrease of $8,234 or 25.5%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a decrease of both accounting and audit fees.
Payroll expense for the three months ended June 30, 2025 and 2024, was $139,369 and $88,129, respectively, an increase of $51,240 or 58.1%. Payroll expense increased due to a bonus paid to the analyst and salary paid to the CEO, which was not paid during the same period last year.
General and administrative (“G&A”) expenses for the three months ended June 30, 2025 and 2024, were $193,030 and $130,537, respectively, an increase of $62,493 or 47.9%. In the current period we had an increase of travel and client relations expense. We also recognized $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period.
Other Expense
We incurred interest expense of $2,193 and $2,193 for the three months ended June 30, 2025 and 2024.
Net Loss
We had a net loss of $65,584 for the three months ended June 30, 2025, compared to net income of $480,863 for the three months ended June 30, 2024.
Results of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Revenue and Gross Profit
Our revenue from commission income for the six months ended June 30, 2025 and 2024, was $1,487,375 and $1,796,893, respectively, a decrease of $309,518 or 17.2%. Revenue in the current period decreased due to sustained higher interest rates and lower deal activities.
Our commission expense for the six months ended June 30, 2025 and 2024, was $708,321 and $590,627, respectively, an increase of $117,694 or 19.9%. Although we had a decrease of commission revenue our commission expense increased due to deals being generated by originators with higher splits.
Our commission expense – related party, for the six months ended June 30, 2025 and 2024, was $229,900 and $272,155, respectively, a decrease of $42,255 or 15.5%. Related party commission expense decreased due less deals originated by the Chairman and CEO. Related party commission expense is for commission paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause for the revenue.
Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $549,154 for the six months ended June 30, 2025, compared to a gross profit of $934,111 for the six months ended June 30, 2024.
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Operating Expenses
Professional fees for the six months ended June 30, 2025 and 2024, were $49,879 and $58,800, respectively, a decrease of $8,921 or 15.2%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a decrease of both accounting and audit fees.
Payroll expense for the six months ended June 30, 2025 and 2024, was $210,007 and $167,162, respectively, an increase of $42,845 or 25.6%. Payroll expense increased due to an increase in bonus for the analyst as well as increase in salary processed for the CEO compared to last year.
General and administrative (“G&A”) expenses for the six months ended June 30, 2025 and 2024, were $340,752 and $288,676, respectively, an increase of $52,076 or 18%. In the current period we recognized $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period.
Other Expense
We incurred interest expense of $4,386 and $4,386 for the six months ended June 30, 2025 and 2024.
Net Loss
We had a net loss of $55,870 for the six months ended June 30, 2025, compared to net income of $415,087 for the six months ended June 30, 2024.
Liquidity and capital resources
As of June 30, 2025, we had cash of approximately $343,400 and a working capital deficit of $93,704.
During the six months ended June 30, 2025, we received $287,906 of cash from operating activities. Our cash flows provided by operating activities is the result of (i) our net loss of $55,870, adjusted for non-cash activity of $75,276 and (ii) an increase in prepaids of $16,921, a decrease of draws against commissions of $51,221 and an increase of accounts payable and accruals of $234,200. During the six months ended June 30, 2024, we used $67,063 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net income of $415,087, adjusted for non-cash activity of $42,528 and (ii) an increase in draws against commissions and accounts receivable and an increase of accounts payable of $427,448 and $36,896, respectively.
During the six months ended June 30, 2025, we received $55,000 of cash from related party loans. In the prior period we received $90,000 from related party loans all of which was repaid.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of June 30, 2025.
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2025:
| ● | The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements. | |
| ● | Material Weakness – Inadequate segregation of duties. |
We expect to be materially dependent on a third party that can provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.
This Quarterly Report on Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.
Changes in Internal Controls over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-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
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1+ | Certificate of Incorporation | |
| 3.2* | Amended Certificate of Incorporation | |
| 3.3+ | Bylaws | |
| 31.1 | Certification of Chief Executive and Financial Officer (Rule 13a-14(a)) | |
| 32.1 | Certification of Chief Executive and Financial Officer (18 USC 1350) | |
| 101 INS | Inline XBRL Instance Document | |
| 101 SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101 Cal | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101 DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ Incorporated by reference to such exhibit as filed with the Company’s Registration Statement on Form 10 filed on August 23, 2021.
*Incorporated by reference to Exhibit 3.2 of the Company’s S-1 Registration Statement filed September 6, 2023
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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.
| Mag Mile Capital, Inc. | ||
| Date: August 14, 2025 | ||
| By | /s/ Rushi Shah | |
| Rushi Shah | ||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer) |
||
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